Tax-Exempt Organizations and Nonprofits


Advancing your mission

Carmody has extensive experience in advising tax-exempt organizations. We represent public charities, community foundations, private foundations and other tax-exempt organizations. We provide advice on the formation of tax-exempt organizations, applications for recognition of tax-exempt status, and operational and governance issues.

After formation, we typically continue to serve as legal advisors to organizations and assist with fulfillment of their mission and objectives, as well as with compliance matters and preservation of the organization’s tax-exempt status.


  • Formation and tax-exempt status
  • Business transactions
  • Cy pres actions for donors, donees (including schools and hospitals)
  • Corporate governance and compliance
  • Funds and endowments
  • IRS and regulatory issues

Our tax-exempt clients regularly call upon us for advice and counsel regarding a variety of business transactions and relationships, as well as for ongoing advice regarding governance and operational issues.

We are involved in developing bylaws and corporate governance policies and advising Boards with respect to their fiduciary duties as Directors and Officers, and the organization’s adopted compliance and improvement policies. We have also undertaken Board surveys for clients.

We can help you sort through the issues around your restricted funds and endowments, such as Uniform Prudent Management of Institutional Funds Act (UPMIFA).

In addition, we have participated in over one hundred tax exempt financings advising clients on the most beneficial structure while navigating the IRS rules.


  • Leading a tax-exempt acute care hospital and its affiliates through a sale to a for profit purchaser and undertaking the related statutory conversion process
  • Leading tax-exempt bond financings through CHEFA for schools, hospitals and other “qualified organizations”, such as childcare centers
  • Providing guidance on conflict of interest issues, private inurement, executive compensation, unrelated business income tax, and intermediate sanctions
  • Representing charitable organizations that provide global food, medicine, and health services on operational, corporate governance, and tax-exempt issues
  • Leading cy pres actions for a school and a hospital after they ceased operations
  • Developing and advising social clubs and trade associations under Sections 501(c)(4) and (6)
  • Converting a for-profit cemetery to a tax exempt 501(c)(13) status
  • Selling a nonprofit school (grades K-12) to a for profit buyer and overseeing the post-closing management of charitable assets
  • Merging one private school into another private school
  • Counseling a private college in connection with its disaffiliation from a related university
  • Closing and unwinding of a school for children on the autism spectrumOur clients also look to us for help on Unrelated Business Income Tax Issues (UBIT), permissible director transactions, intermediate sanctions, and reinstatement of revoked tax-exempt status.

For more information, please contact:

Ann H. Zucker

Michael J. Reardon

Matthew H. Gaul

Corporate & Business



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