Entrepreneurial Law Research

Nonprofits are new companies or projects created by entrepreneurs whose first goal is not to generate profit, but rather to provide some kind of collective, public, or social benefit. Examples include political organizations, schools, business associations, churches, social clubs, and consumer cooperatives. Working with or for nonprofits can require a wide range of legal research, some of which mirrors that of for-profit start-ups, but can also differ in important ways. Nonprofits may have similar concerns in entity formation, governance and housekeeping, real estate and insurance issues, privacy, software and information issues, workplace and labor issues, contractors, service providers, and employee compensation and benefits, but their legal requirements differ in areas like fundraising and tax status.

Conducting legal research in this field parallels legal research in other fields in many ways; researchers will want to consult a variety of secondary sources and primary law. The primary law will include statutes, regulations, and cases, as well as supporting documentation like guidance materials from regulatory agencies. There are a number of publications specifically directed towards non-profits, including specialized treatises, toolkits on legal research databases, and free web resources provided by governments or by non-profits that assist other non-profits. This section of the Entrepreneurial Law Guide provides links to various types of secondary sources available to researchers, which will identify multiple source options for locating and searching within this material and moving to primary law sources.

Westlaw, Lexis, and Bloomberg offer practical guidance and toolkits specific to nonprofits. These resources provide access to standard documents and clauses, checklists, and how-to guides that are frequently updated. You can browse content by practice area, resource type, or jurisdiction, or search across the database. Some recommended materials include:

• Thomson Reuters Practical Law Nonprofit Toolkit contains resources to assist in forming, operating, and dissolving a nonprofit charitable organization. It contains links to information on formation, operations and governance, charitable solicitation, managing employees and volunteers, policies and forms, alternative arrangements, and dissolution. 
• Lexis Practice Advisor has several practice notes that may be helpful for nonprofit legal research. Practice Notes include how-to-lists, guidance documents, and links out to other resources on specific topics.
  • Not-for-Profit Corporations. This practice note addresses threshold issues for forming a non-profit entity, including formation, organizational meetings, corporate housekeeping, tax considerations, and dissolution.
  • Serving on a Nonprofit Board. This practice note covers due diligence inquiry, benefits of board service, responsibilities of board members, and special issues for attorneys.
  • Nonprofit Organization State Law Survey. This practice note provides a summary of laws in all 50 states and in U.S. territories governing nonprofit organizations.
  • Not-for-Profit Corporations Official Forms State Law Survey. This note provides links to secretary of state or business division websites where official state forms governing nonprofits for all 50 states and the District of Columbia can be found.
• Bloomberg Law Alternative Entities Reference Library contains links to many helpful resources for nonprofit legal research, covering issues like choice of entity, accounting practices, the Model Nonprofit Corporations Act, nonprofit health care considerations, tax issues, and more. 

There are many practice materials and monographs that can assist in researching legal issues for non-profits. They can provide information about primary law and practical guidance on navigating common issues. Some are written by attorneys and others by entrepreneurs themselves who specialize in certain subjects. Some recommended materials include:

American Law Institute. Restatement of the Law of Charitable Nonprofit Organizations. Philadelphia, Penn.: ALI, 2007-. [Online].

This restatement addresses law for the nonprofit sector, including principles relating to governance and to the duties of governing boards and individual fiduciaries. Its scope includes state, federal and private regulation, as well as gifts.

Boyd, Willard L. Ed. Nonprofit Law: A Practical Guide to Legal Issues for Nonprofit Organizations. Chicago, Ill.: ABA, 2017. [KF1388 .N665 2017].

Nonprofit Law provides lawyers who represent nonprofit organizations with basic information and guidance on legal issues that commonly arise for nonprofits. This resource covers the formation, tax, governance, and documentation, as well as other areas including mergers and sale of assets of nonprofits, and dissolution of nonprofits.

Hill, Frances R. and Douglas Mancino. Taxation of Exempt Organizations. New York: RIA, 2015-. [Online].

This treatise provides expert analysis and tax guidance on the taxation of those organizations recognized as exempt under federal law.

Phelan, Marilyn E. Nonprofit Organizations: Law and Taxation 2d. Eagan, Minn.: Thomson Reuters, 2017-. [Online].

This treatise covers law and taxation issues for nonprofits and is frequently updated on Westlaw.

Phelan, Marilyn E. Representing Nonprofit Organizations. St. Paul, Minn.: Thomson Reuters, 2010-. [Online].

This text examines the nonprofit organization versus the profit form of organization, and covers organizing and operating a nonprofit entity, including practical approaches to handling details on many specific types of nonprofit entities.

Rosenthal, Lesley. Good Counsel: Meeting the Legal Needs of Nonprofits. Hoboken, NJ: Wiley, 2012. [Online].

Good Counsel explains the basics of nonprofit corporate law, governance, and the tax exemption. It takes a department-by-department look at legal topics relevant to program, fundraising, finance, communications, human resources, operations, contracts, government relations, and more.

990 Deskbook. St Paul, Minn.: Thomson Reuters, 2010-. [Online].

Deskbook providing in-depth analysis written by experienced tax practitioners that discuss Form 990 preparation.