EO Radio Show

Welcome to EO Radio Show - Your Nonprofit Legal Resource. This is the 13th in a series of "Quick Tip" episodes focusing on the details of state registration of nonprofit corporations.

In an earlier episode, we addressed filing in Delaware and California, which are the most frequently used by our clients, most of whom have a connection with California. Other episodes have focused on the state filing requirements in Nevada and Arizona, Washington State and Oregon, Alaska and Hawaii, New York and New Jersey, Massachusetts and Connecticut, Maine and Vermont, Rhode Island and New Hampshire, Florida and Louisiana, North Carolina and South Carolina, Kentucky and Tennessee, and most recently, Oklahoma and Texas.

Today, with Joe Hilliard's help, we examine the basic state filing requirements for nonprofit corporations operating in New Mexico and Utah.

You can find all the prior episodes on our website or the Farella YouTube Channel, where there is a playlist just for state filing requirements. In future episodes, we'll work our way through the rest of the states.

Show Notes:

Farella YouTube podcast channel

New Mexico:

New Mexico Secretary of State Corporations and Business Services page: https://portal.sos.state.nm.us/BFS/online/

New Mexico Business Services Front page: https://www.sos.nm.gov/business-services/start-a-business/

New Mexico Current Entity Search: https://portal.sos.state.nm.us/BFS/online/CorporationBusinessSearch

New Mexico Current Director/Officer Search: https://portal.sos.state.nm.us/BFS/online/CorporationBusinessSearch/OfficersOrDirectorsOrRAgentSearch

New Mexico Business Services FAQ: https://www.sos.nm.gov/business-services/limited-liability-and-corporation-faqs/

New Mexico New Business Tips FAQ: https://www.sos.nm.gov/steps-to-starting-a-business/

New Mexico Domestic Nonprofit Articles of Incorporation: https://www.sos.nm.gov/business-services/start-a-business/domestic-nm-non-profit-corporation/

New Mexico Foreign Nonprofit Corporation Application for Authority: https://www.sos.nm.gov/business-services/start-a-business/foreign-non-profit-corporation/

New Mexico Department of Justice Charitable Organizations FAQ: https://nmag.gov/charities/

New Mexico Department of Justice Charitable Organizations Registrar: https://secure.nmag.gov/coros/

New Mexico Taxation & Revenue page: https://www.tax.newmexico.gov/

New Mexico Taxation & Revenue FAQ: https://www.tax.newmexico.gov/businesses/

Utah:

Utah Division of Corporations main page: https://corporations.utah.gov/

Utah's current entity database: https://secure.utah.gov/bes/index.html

Utah Division of Corporations Contact page: https://corporations.utah.gov/contact/

Utah Division of Corporations Articles FAQ: https://corporations.utah.gov/business-entities/preparing-articles/

Utah Division of Corporations Domestic Nonprofit Organizations page: https://corporations.utah.gov/domestic-non-profit-corporation/

Utah Division of Corporations Domestic Nonprofit Articles form: https://corporations.utah.gov/wp-content/uploads/2023/04/incnonprofit.pdf

Utah Division of Corporations Domestic Nonprofit Articles Guide Sheet: https://corporations.utah.gov/wp-content/uploads/2021/09/howtoincnonprofit.pdf

Utah Division of Corporations Foreign Nonprofit Organizations page: https://corporations.utah.gov/business-entities/foreign-non-profit-corporation/

Utah Division of Corporations Foreign Nonprofit Articles: https://corporations.utah.gov/wp-content/uploads/2021/10/certauth.pdf

Utah Division of Corporations Annual Report filing page: https://secure.utah.gov/abr/login.html

Utah Division of Corporations Processing Times: https://corporations.utah.gov/2024/05/02/the-division-is-currently-processing/

Utah Division of Consumer Protection Charities page: hhttps://dcp.utah.gov/for-businesses/charities/

Utah State Tax Commission home page: https://incometax.utah.gov/

Utah State Tax Commission Registration for Sales Tax Exemption: https://tax.utah.gov/forms/current/tc-160.pdf

Utah State Tax Commission Registration for Corporate Tax Exemption: https://tax.utah.gov/forms/current/tc-161.pdf

Utah Nonprofits Association Guide to Nonprofits 2023 (while outdated for charity registrations, this is still a good resource): https://www.utahnonprofits.org/assets/pdf/UNA_Guide_to_Starting_a_Nonprofit_2023/

If you have suggestions for topics you would like us to discuss, please email us at [email protected]. Additional episodes can be found at EORadioShowByFarella.com.

DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.

Welcome to EO Radio Show - Your Nonprofit Legal Resource. In episode 85, Cynthia Rowland addresses the steps needed when a charitable organization has its tax-exempt status revoked by the IRS for failure to file the required information returns, that is, form 990, 990PF, 990 EZ, or the postcard return for very small charities, 990-N.

Often, charities fall out of compliance not just with the IRS but also with the state regulators, which may include the state income tax filing requirements, charity registry filings, and Secretary of State annual or bi-annual filings.

Today, she discusses the road to recovery for an organization that wants to get back on track.

Show Notes:

Farella YouTube podcast channel

IRS website on Reinstatement

Revenue Procedure 2014-11 (PDF explains the four procedures an organization may use to apply for reinstatement)

IRS Exemption forms: Form 1023, Form 1023-EZ, Form 1024 or Form 1024-A

Additional IRS information

• Annual Reporting and Filing
• Online course - Applying for Section 501(c)(3) Status - An Overview (37 minutes)
• Revoked? Reinstated? Learn more

If you have suggestions for topics you would like us to discuss, please email us at [email protected]. Additional episodes can be found at EORadioShowByFarella.com.

DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.

Welcome to EO Radio Show - Your Nonprofit Legal Resource. In today's episode, Cynthia Rowland's guest is Bill Boyd, one of the editors, along with Lisa Runquist, of the newly published fourth edition of the American Bar Association's Guidebook for Directors of Nonprofit Corporations. The guidebook is a useful and valuable reference that provides directors with an overall understanding of their roles and duties. The updated edition addresses general legal principles and areas of broad concern to assist the directors and the organization in obtaining the information they need to run effectively. The guidebook includes user-friendly charts, checklists, and more.

Show Notes:

Bill Boyd, Partner, Nyemaster Goode (bio and publications)

ABA Guidebook for Directors of Nonprofit Corporations

EO Radio Show playlists:

• Nonprofit Governance
• Nonprofit Hot Topics
• Nonprofit Basics

If you have suggestions for topics you would like us to discuss, please email us at [email protected]. Additional episodes can be found at EORadioShowByFarella.com.

DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.

Welcome to EO Radio Show - Your Nonprofit Legal Resource. This is the 12th in a series of "Quick Tip" episodes focusing on the details of state registration of nonprofit corporations. In previous episodes, we addressed filing in Delaware and California, which are the most frequently used by our clients, most of whom have a connection with California. Other episodes have focused on the state filings in Nevada and Arizona, Washington State and Oregon, Alaska and Hawaii, New York and New Jersey, Massachusetts and Connecticut, Maine and Vermont, Rhode Island and New Hampshire, Florida and Louisiana, North Carolina and South Carolina, and most recently Kentucky and Tennessee.

Today, with Joe Hilliard's help, we examine the basic state filing requirements for nonprofit corporations operating in Oklahoma and Texas.

You can find all the prior episodes on our website or the Farella YouTube Channel, where there is a playlist just for state filing requirements episodes. In future episodes, we'll work our way through the rest of the states.

Show Notes:

Farella YouTube podcast channel

EO Radio Show #2: Nonprofit Basics: Designators, Members, Directors, Officers: The Who's Who of Nonprofit Governance

Oklahoma:

Oklahoma Secretary of Business Services page: https://www.sos.ok.gov/business/default.aspx

Oklahoma Business Entity FAQ: https://www.sos.ok.gov/business/faq.aspx

Oklahoma Current Entity Search: https://www.sos.ok.gov/corp/corpInquiryFind.aspx

Oklahoma Fee Schedule: https://www.sos.ok.gov/business/fees.aspx

Oklahoma Online Filing Library: https://www.sos.ok.gov/corp/filing.aspx

Oklahoma Downloadable Business Forms Library: https://www.sos.ok.gov/business/forms.aspx

Oklahoma Not for profit Certificate of Incorporation: https://www.sos.ok.gov/forms/Fm0008.PDF

Oklahoma Certificate of Qualification (Foreign Corporation) Form: https://www.sos.ok.gov/forms/Fm0012.PDF

Oklahoma online processing time: https://oklahoma.gov/business/launch/register-your-business.html

Oklahoma Secretary of State Charitable Organizations Page: https://www.sos.ok.gov/charity/Default.aspx

Oklahoma Secretary of State Charitable Organizations Forms: https://www.sos.ok.gov/charity/forms.aspx

Oklahoma Charitable Organization Registration Form: https://www.sos.ok.gov/forms/Fm0101.PDF

Oklahoma Tax Commission: https://oklahoma.gov/tax.html

Oklahoma Sales Tax Exemption form: https://oklahoma.gov/content/dam/ok/en/tax/documents/forms/businesses/general/Packet-E.pdf

Texas:

Texas Secretary of State business services page: https://www.sos.state.tx.us/corp/index.shtml

Texas SOSDirect Portal: https://www.sos.state.tx.us/corp/sosda/index.shtml

Texas current entity database: https://www.sos.state.tx.us/corp/sosda/index.shtml

Texas Secretary of State Nonprofit Organizations Page: https://www.sos.state.tx.us/corp/nonprofit_org.shtml

Texas Forms: https://www.sos.state.tx.us/corp/forms_boc.shtml

Texas Certificate of Formation Nonprofit Corporation form and instructions: https://www.sos.state.tx.us/corp/forms/202_boc.pdf

Texas Application for Registration for a Foreign Nonprofit Corporation form and instructions: https://www.sos.state.tx.us/corp/forms/302_boc.pdf

Texas Fees Schedule: https://www.sos.state.tx.us/corp/fees-other.shtml

Texas Filing Options FAQ: https://www.sos.state.tx.us/corp/options.shtml

Texas Attorney General Charitable Trusts page: https://www.texasattorneygeneral.gov/divisions/charitable-trusts

Texas Attorney General Charitable Trusts Registration and Filings Page: https://www.texasattorneygeneral.gov/divisions/charitable-trusts/registration-and-filings

Texas Comptroller Tax Exemptions for Qualified Organizations Page: https://comptroller.texas.gov/taxes/exempt/

Texas Comptroller Tax Exemptions Application Forms: https://comptroller.texas.gov/taxes/exempt/forms/

If you have suggestions for topics you would like us to discuss, please email us at [email protected]. Additional episodes can be found at EORadioShowByFarella.com.

DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.

Welcome to EO Radio Show - Your Nonprofit Legal Resource. In episode 82, we revisit the duties of directors in managing investment assets.

Joining Cynthia Rowland today is Jennifer Nelson, Senior Wealth Manager with BNY Mellon. She offers practical advice for directors serving on the investment committee, best practices for developing an investment policy, investment performance measurement, the use of outside chief investment officers, and other discretionary asset management arrangements.

Show notes:

Jennifer Nelson, CFP, BNY Mellon Wealth Management

BNY Mellon Wealth Management Insights

EO Radio Show YouTube Playlists: Nonprofit Basics, Nonprofit Governance, Hot Topics

Prudent Management of Institutional Funds Act

"UPMIFA, Three Years Later: What's a Prudent Director To Do?" ABA Business Law Today, Volume 18 No. 6 (July/August 2009), Cynthia R. Rowland

EO Radio Show EP #16: Basics of Impact Investing: A Conversation About Investment Policies and Evaluation Metrics For ESG Investors

EO Radio Show #35: Hot Topic: UPMIFA in the Context of Financial System Instability

If you have suggestions for topics you would like us to discuss, please email us at [email protected]. Additional episodes can be found at EORadioShowByFarella.com.

DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.

Welcome to EO Radio Show - Your Nonprofit Legal Resource. In this episode, I refresh EO Radio Show episode 22, the second of our two episodes exploring private foundation rules using commentary on the comic Apple TV+ series Loot, starring Maya Rudolph.

In the second of our two original episodes exploring season one of Loot, my partner Hons Yung and I, with our unique legal lens, examine the legal aspects of the series. But a word of caution: We do reveal some, but not all, of the exciting plot lines. Before joining us, we recommend binge-watching season one first, then returning and listening to episodes 80 and 81 for the technical legal issues we had fun with when watching season one of Loot.

Season two of Loot was released early in April 2024, and we plan to revisit the Wells Foundation and private foundation rules in an episode later this spring.

Show notes:

Note to listeners from Cynthia: I did the math after the episode—$87 million is one-tenth of one percent of $87 billion!

Hons Yung, Partner, Farella Braun + Martel

Loot on Apple TV +

IRS form 4720 (Return of Certain Excise Taxes) Instructions

IRS form 990PF (Annual Return of Private Foundation) Instructions

EO Radio Show Episode 6: Nonprofit Basics: Election Year Issues for Private Foundations and Public Charities Part 1: Candidate Campaign Intervention

EO Radio Show Episode 8: Nonprofit Basics: Election Year Issues for Private Foundations and Public Charities Part 3: Private Foundation Approaches to Policy Advocacy Allowed by the Internal Revenue Code

If you have suggestions for topics you would like us to discuss, please email us at [email protected]. Additional episodes can be found at EORadioShowByFarella.com.

DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.

Welcome to EO Radio Show - Your Nonprofit Legal Resource. In this episode, I'm happy to refresh EO Radio Show episode 21, the first of our two episodes exploring private foundation rules using the Apple TV+ series Loot, starring Maya Rudolph. Season two of Loot was released early in April 2024, and we plan to revisit the Wells Foundation and private foundation rules and the other legal issues in a new podcast episode later this spring.

So, to bring all of our listeners up to speed, here's the first of our two original episodes, where my partner Hons Yung and I, with our unique legal lens, explore season one of Loot. But, a word of caution, we do reveal some, but not all, of the exciting plot lines. If you're keen on joining us in dissecting the legal aspects of the series, we recommend binge-watching season one first, then returning to listen to this episode and the next one for the technical legal issues we've spotted in season one of Loot.

Show Notes:

Hons Yung, Partner, Farella Braun + Martel

Loot on Apple TV +

EO Radio ShowEpisode 2: Nonprofit Basics: Designators, Members, Directors, Officers: The Who's Who of Nonprofit Governance

IRS form 4720 (Return of Certain Excise Taxes) Instructions

IRS form 990PF (Annual Return of Private Foundation) Instructions

Hons Yung's favorite movie podcast: The Rewatchables

If you have suggestions for topics you would like us to discuss, please email us at [email protected]. Additional episodes can be found at EORadioShowByFarella.com.

DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.

Welcome to EO Radio Show—Your Nonprofit Legal Resource. In this episode, Cynthia Rowland highlights some tax schemes designed to exploit both taxpayers and the Treasury. The Internal Revenue Service just wrapped up the 2024 Dirty Dozen campaign with a warning to taxpayers about several schemes, many of which purport to benefit charitable purposes.

Fraudulent schemes threatening taxpayers can take different forms, including exploitative agreements related to bogus art donations and improper application of the rules allowing charitable planning using charitable remainder trusts, as well as outright fraudulent charitable solicitations for scammers posing as charities.

Today's episode brings you the IRS warnings on these topics and some advice on spotting the scams.

Show Notes:

EO Radio Show YouTube channel

Nonprofit State Filings YouTube playlist

IRS Dirty Dozen list

IRS Select Check site for checking Charity eligibility

Form 14242, Report Suspected Abusive Tax Promotions or Preparers

Mailing address for reporting abusive promotions: Internal Revenue Service Lead Development Center Stop MS5040 24000 Avila Road Laguna Niguel, California 92677 3405 Fax: 877-477-9135

EO Radio Show #17: Charitable Contribution Substantiation Requirements and a Conversation About Art Appraisals With Sarah Vandeweerdt From Christie's

EO Radio Show #71: Charitable Planning With Guest Stephanie Hood: Navigating Complex Rules and Traps for the Unwary

If you have suggestions for topics you would like us to discuss, please email us at [email protected]. Additional episodes can be found at EORadioShowByFarella.com.

DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.

Welcome to EO Radio Show - Your Nonprofit Legal Resource. Episode 78 is the 11th in a series of Quick Tip episodes focusing on the details of state registration of nonprofit corporations. With Joe Hilliard's help today, we examine the basic state filing requirements for nonprofit corporations operating in Kentucky and Tennessee.

Previous episodes addressed filing in Delaware and California, which are the most frequently used by our clients, most of whom have a connection with California. Other episodes have focused on the state filings in Nevada and Arizona, Washington State and Oregon, Alaska and Hawaii, New York and New Jersey, Massachusetts and Connecticut, Maine and Vermont, Rhode Island and New Hampshire, Florida and Louisiana, and most recently North Carolina and South Carolina.

You can find all the prior episodes on our website or the Farella YouTube Channel, where there is a playlist just for state filing requirements. In future episodes, we'll work our way through the rest of the states.

Show Notes:

YouTube channel: www.youtube.com/@farellabraunmartel/podcasts

Kentucky Resources:

Kentucky Secretary of Business Services page: https://www.sos.ky.gov/bus/Pages/default.aspx

Kentucky Current Entity Database: https://web.sos.ky.gov/bussearchnprofile/search.aspx

Kentucky Business Filings FAQ: https://www.sos.ky.gov/bus/business-filings/Pages/default.aspx

Kentucky Filing Fees: https://www.sos.ky.gov/bus/business-filings/Pages/Fees.aspx

Kentucky Online Business Forms Library: https://www.sos.ky.gov/bus/Forms/Pages/default.aspx

Kentucky Nonprofit Articles of Incorporation: https://web.sos.ky.gov/forms/corp/NAI-Articles%20of%20Incorporation-Non-Profit%20Corporation.pdf

Kentucky Foreign Registration Form: https://web.sos.ky.gov/forms/corp/FBE-Certificate%20of%20Authorization_Foreign%20Business%20Entity.pdf

Kentucky Document Online Services Index: https://web.sos.ky.gov/ofx/

Kentucky Secretary of State FAQ, including processing times: https://www.sos.ky.gov/bus/business-filings/Pages/FAQs.aspx

Kentucky Annual Report online filing: https://web.sos.ky.gov/fasttrack/(S(dd4fvsjvqcelwxg4gqi5qfas))/ARP_Search.aspx

Kentucky Office of the Attorney General Charitable Giving Page: https://www.ag.ky.gov/Resources/Consumer-Resources/charity/Pages/default.aspx

Kentucky Attorney General Registration Requirements for Charitable Organizations: https://www.ag.ky.gov/Resources/Consumer-Resources/charity/Pages/registration.aspx

Kentucky Charities Forms Page: https://www.sosnc.gov/forms/by_title/_Charities_Charities_Sponsors

Kentucky Department of Revenue: https://revenue.ky.gov/Pages/index.aspx#

Kentucky Sales & Use Tax FAQ: https://revenue.ky.gov/Business/Sales-Use-Tax/Pages/default.aspx

Tennessee Resources:

Tennessee Secretary of State Business Division website: https://sos.tn.gov/businesses

Tennessee New Business Entities Guide: https://sos.tn.gov/businesses/guides/next-steps-for-a-new-business

Tennessee Secretary of State Business Services Page: https://tnbear.tn.gov/ecommerce/default.aspx

Tennessee current entity database: https://tnbear.tn.gov/Ecommerce/FilingSearch.aspx

Tennessee Forms and Fees: https://sos.tn.gov/businesses/forms-and-fees

Tennessee Charter Nonprofit Corporation form and instructions: https://sos-prod.tnsosgovfiles.com/s3fs-public/document/ss-4418_1.pdf?VersionId=8GR2EXCl7I79uoVn7gbENREfPCv3izGX

Tennessee Foreign Application for Certificate of Authority Nonprofit Corporation form and instructions: https://sos-prod.tnsosgovfiles.com/s3fs-public/document/ss-4432.pdf?VersionId=hU1Nyurp7V25TNK0x.1n6lwgMD4rESzx

Tennessee Annual Report video FAQ for annual reports: https://sos.tn.gov/press-releases/business-services-launches-annual-report-how-videos

Tennessee Annual Report online filing: https://tnbear.tn.gov/Ecommerce/AnnualReportID.aspx

Tennessee Secretary of State Division of Public Charities page: https://sos.tn.gov/charities

Tennessee Secretary of State Division of Public Charities Online Charity Filing System: https://tncab.sos.tn.gov/

Tennessee registered Charities entity database: https://tncab.sos.tn.gov/portal/registered-charities-search

Tennessee Nonprofits online Handbook: https://sos-prod.tnsosgovfiles.com/s3fs-public/document/A%20Guidebook%20for%20Tennessee%20Nonprofits.pdf

Tennessee Department of Revenue New Business website: https://www.tn.gov/revenue/for-businesses/for-new-businesses.html

Tennessee Department of Revenue Tax Exemptions FAQ: https://www.tn.gov/revenue/for-businesses/for-new-businesses/exemptions.html

If you have suggestions for topics you would like us to discuss, please email us at [email protected]. Additional episodes can be found at EORadioShowByFarella.com.

DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.

Welcome to EO Radio Show - Your Nonprofit Legal Resource. This episode covers the provisions of California's Charitable Fundraising Platforms law (Gov. Code, § 12599.9) relevant to all covered charitable fundraisers and fundraising platforms soliciting in California. Although this is a California law, it is of nationwide interest.

The California Attorney General rulemaking has just become final, and several of the new provisions of Title 11 of the California Code of Regulations (CCRs) became effective March 26, 2024. Additional provisions will become effective on June 12, 2024 and January 1, 2025.

Today, we cover the details of the reporting obligations, due diligence for the platforms, disclosure and consent requirements, and recordkeeping recommendations for charitable fundraising platforms and platform charities.

Show Notes:

YouTube channel: www.youtube.com/@farellabraunmartel/podcasts

California Attorney General Website page for Charitable Fundraising Platforms (Including Crowdfunding): oag.ca.gov/charities/pl

Form PL-1 oag.ca.gov/system/files/media/PL-1.pdf

Form PL-2 oag.ca.gov/system/files/media/PL-2.pdf

Form PL-3 oag.ca.gov/system/files/media/pf-form-PL-3.pdf

Form PL-4 oag.ca.gov/system/files/media/pf-form-PL-4.pdf

If you have suggestions for topics you would like us to discuss, please email us at [email protected]. Additional episodes can be found at EORadioShowByFarella.com.

DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.