Formation and Governance

Establishing a nonprofit organization involves two steps: state incorporation and obtaining federal tax-exemption.  Incorporation generally involves preparation of two key documents: the Certificate of Incorporation and Bylaws. An application for federal tax-exemption must include information about the organization and its proposed activities, including a three-year budget.  At Graziadei.Law, we assist new organizations in the incorporation and tax-exemption processes to ensure that they establish the right structure from the beginning, putting them into a strong position to carry out their missions.

We also advise our clients about nonprofit law when they are establishing governance policies so they can operate effectively and in compliance with applicable regulations. Certain governance rules vary depending on the applicable state nonprofit corporation law and the type of organization at issue (e.g., membership associations, religious organizations). In addition, many states have passed regulations that extend certain provisions of the federal Sarbanes-Oxley Act to nonprofits, including whistleblower and record-retention requirements. Charity watchdogs (e.g. Better Business Bureau, Charity Navigator) also require nonprofits to meet certain governance best practices before they will give their approval. 

Graziadei.Law carefully guides clients through the formation process and the establishment of good governance policies and practices.  We also help boards understand their fiduciary obligations and industry best practices so they can provide meaningful oversight to their organizations. 

Our Nonprofit Formation & Governance Services include:

  • Formation of nonprofit corporations and charitable trusts.
  • Preparation and review of governance documents. (nonprofit bylaws, governance policies, etc.)
  • Consultation on the legal duties of boards, including fiduciary and ethical obligations.
  • Advice on best practices for board members, including conflicts of interest and financial controls.
  • Tax-Exempt Law

Most nonprofit organizations are exempt from paying federal and state income tax and are able to receive tax-deductible contributions under sections 501(c)(3) and 509(a) of the Internal Revenue Code. In order to maintain tax-exempt status, nonprofits must comply with certain regulations and restrictions that affect the way they can conduct their activities and operations, including the conduct of business activities, paying excessive executive compensation, and political campaign and lobbying activities.

At Graziadei.Law, we understand the complexities of tax-exempt organizational law and stay apprised of the latest changes in federal and state laws and regulations, helping to ensure that our clients are able to maintain their tax-exempt status, avoid excise tax penalties, and continue to operate successfully for the long term.

Our Tax-Exempt Law Services include:

  • Preparation and filing of the Form 1023 or 1024 Applications for Recognition of Exemption under Sections 501(c) 3, (c) 4 (c) 6 and (c) 7 of the Internal Revenue Code.
  • Preparation and representation in transactions and proceedings with the IRS, including Private Letter Rulings and audits.
  • Preparation of compensation safe harbors under IRS guidelines.
  • Review and advice on business activities and unrelated business income tax (UBIT).
  • Advice on activities that are subject to certain IRS restrictions including excess benefit transactions, private inurnment, political and campaign activity, and lobbying activities.
  • Advice on structuring joint ventures, program-related investments, or other nonprofit investment strategies.

Fundraising Registration Expertise

To ensure fiscal accountability and transparency and to protect their citizens from fraud, most states have enacted charitable solicitation laws requiring nonprofit organizations and other fundraising entities to register with state authorities each year.

The fundraising registration process can be convoluted and cumbersome; requirements vary by state on matters such as filing deadlines, fees, supporting documentation, contract requirements with fundraisers, exemptions and more. Nonprofit organizations, professional solicitors, fundraising consultants, and commercial co-ventures are each required by law to register in each applicable states before beginning any solicitation campaign in the respective states. Activities that target the registration requirements include soliciting or assisting in the solicitation of funds or selling good or services that are advertised to benefit a nonprofit organization, whether by direct mail, telephone, door-to-door, special events, or multimedia promotional campaigns. Organizations that do not register or fail to provide all required information in every applicable state requiring registration may be penalized with fines and/or the possible suspension of solicitation licenses.

Graziadei & Associates is a leader and innovator in providing comprehensive nonprofit fundraising registration and compliance services.

Social Entrepreneurship

Graziadei.Law understands that your social enterprise has unique needs that require specialized council.  Our social entrepreneurship practice focuses on guiding you through the complex legal landscape that innovative socially conscious organizations face on their journey to affect social change.

Below you will find a list of our focus areas and sample services.


Graziadei.Law brings its depth of knowledge and experience to address the complex issue of choosing the proper legal structure to fit your business model and desired impact.  The range of legal structures include:

  • 501(c)(3) Nonprofit;
  • Low Profit Limited Liability Company;
  • Benefit Corporation;
  • Flexible Purpose Corporation;
  • B-Corp Certification;
  • LLC; and
  • Corporation.


We can help craft and execute funding strategies including:

  • Targeted donor campaigns;
  • Grants;
  • Grass roots donor campaigns;
  • Crowd funding;
  • Program related investments;
  • Guarantees;
  • Impact investment;
  • Angel investment; and
  • Venture capital.


Scaling your social enterprise while maintaining a high level of impact can present difficult challenges. We are here to help every step of the way. Some services in this area include:

  • Workforce expansion;
  • International and domestic partnerships;
  • Spin-offs;
  • Subsidiaries;
  • Restructuring;
  • Franchising; and
  • Licensing intellectual property.
  • Acquisition

Graziadei.Law knows that you’ve put a lot of work into building your social enterprise to create a mission driven organization.  So we’re here to preserve the mission of the organization even after an acquisition.