Rosenblum Robbins is a Missouri business law firm. We form and structure companies, draft and negotiate the agreements that govern them, serve as outside general counsel to owners and boards, build charitable and nonprofit entities, and step in when a matter turns adversarial or public. Clients come to us because the same team that files the articles is the team that answers the phone when a regulator, a partner, or a reporter calls.
Business Formation and Structuring
Choosing the right entity is one of the most consequential decisions an owner makes, and it is difficult to unwind later. We advise on and form:
- Missouri LLCs, including single-member, multi-member, and series structures
- S corporations and C corporations, with attention to how earnings will actually be taxed
- General, limited, and limited liability partnerships
- Professional entities and licensed-practice structures
- Holding companies, subsidiaries, and multi-entity structures that separate real estate and operations
- Foreign qualification for out-of-state companies operating in Missouri
Formation includes the documents that matter after the filing: operating agreements, shareholder and buy-sell agreements, capitalization records, bylaws, and organizational consents.
501(c)(7) Social Clubs
A 501(c)(7) social club is the right vehicle for a members-only organization built around recreation, dining, sport, fellowship, or a shared lodge or chapter structure. Dues and member-derived receipts are exempt; nonmember revenue is not, and the thresholds are unforgiving. We form nonprofit social clubs in Missouri and handle the structure that keeps exemption intact across multiple locations and affiliated lodges.
- Chapter 355 incorporation, member classes, admission and expulsion procedure, and lodge or chapter affiliation documents
- IRS Form 1024 application for 501(c)(7) recognition and the activity narrative that supports it
- The 35/15 nonmember income limits — tracking guest, facility rental, and public event revenue before it costs exemption
- Unrelated business income tax on nonmember and investment income, and Form 990-T reporting
- Facility, liquor, gaming, and event compliance for club premises
- Governance for national-to-local structures: grand lodges, affiliates, joint representation, and shared property
501(c)(4) Social Welfare, Advocacy, and Political Activity
The 501(c)(4) social welfare organization has become the primary vehicle for issue advocacy, lobbying, and coordinated political activity. It can lobby without limit, it can engage in political campaign activity as a secondary purpose, and — unlike a PAC — it is generally not required to publicly disclose its donors, the feature the press calls dark money. Contributions are not deductible, and the compliance exposure is real: primary-purpose testing, the Section 527(f) tax on political expenditures, state lobbying and ethics registration, and campaign finance rules that differ in every jurisdiction.
- 501(c)(4) formation, IRS Form 8976 notification, and Form 1024-A recognition
- Primary-purpose planning so that lobbying and political activity stay within bounds
- Affiliated structures: (c)(3) and (c)(4) pairings, connected PACs, 527 organizations, and cost-allocation agreements between them
- Donor confidentiality, Schedule B treatment, and what disclosure law does and does not require
- Lobbyist registration and reporting, gift and ethics rules, and pay-to-play restrictions
- Campaign finance compliance, independent expenditure and electioneering communication reporting
- Grant agreements, coalition funding, and advocacy campaign contracts
Because this work sits next to government relations and political consulting, we coordinate legal strategy with the public affairs side of a campaign rather than reacting to it — and our crisis communications practice is built for the moment an advocacy effort draws scrutiny.
501(c)(3) Charities and Ongoing Compliance
Where a charitable, educational, or religious purpose fits, the 501(c)(3) remains the most recognized and the most useful for deductible giving and foundation grants. We incorporate under Chapter 355, draft bylaws and conflict-of-interest policies, prepare IRS Form 1023 or 1023-EZ applications, secure Missouri sales tax exemption, and register for charitable solicitation.
Then comes the part most organizations underestimate: the annual compliance calendar. Form 990 filings, Secretary of State registration reports, multistate solicitation renewals, public support testing, private foundation excise and distribution rules, unrelated business income, board minutes and compensation reviews, lobbying limits, and restricted gift administration. Three consecutive missed Form 990 filings revoke exemption automatically — and reinstatement is far more expensive than compliance.
Full detail on every 501(c) structure, governance, and the compliance calendar is on our 501(c) and tax-exempt organizations page.
Contracts and Transactional Support
Contracts govern every relationship a business has. We draft, review, and negotiate the agreements that decide who bears risk when something goes wrong:
- Master services, vendor, supplier, and distribution agreements
- Employment, contractor, non-solicitation, and confidentiality agreements
- Commercial leases and real estate transactions
- Asset and stock purchase agreements, letters of intent, and due diligence
- Licensing, joint venture, and partnership agreements
- Loan documents, personal guaranties, and security agreements
Outside General Counsel
For companies without in-house lawyers, we act as ongoing counsel on a defined engagement: reviewing contracts as they arrive, handling employment questions, monitoring regulatory obligations, sitting in on board and member meetings, and maintaining corporate records so that the entity's liability shield holds up when it is tested.
Governance, Records, and Regulatory Compliance
- Annual registration reports, registered agent, and corporate minute books
- Board and member resolutions, consents, and meeting procedure
- Employment classification, handbooks, wage and hour, and separation agreements
- Trademark, trade secret, and confidential information protection
- Licensing and industry-specific regulatory compliance, including cannabis operators
- Data, privacy, and recordkeeping policies
Disputes, Investigations, and Exposure
When conflict arrives, the objective is a resolution that protects the enterprise and the people behind it — and that keeps as much of it out of public view as the law allows.
- Breach of contract and commercial litigation
- Partner, member, and shareholder disputes, including deadlock and buyout
- Fiduciary duty claims and derivative actions
- Non-compete and trade secret enforcement or defense
- Internal investigations into employee or executive misconduct
- Regulatory inquiries, subpoenas, and government investigations
- Parallel civil, criminal, and reputational exposure for owners and executives
Where a matter carries reputational risk, our crisis communications and investigations practices work alongside the legal strategy rather than after it. When an owner or executive is personally exposed, our criminal defense practice handles that side of the file.
Succession, Sale, and Wind-Down
Every business eventually transitions. We plan and execute ownership succession, buy-sell triggers and funding, family transfers, sales to third parties or employees, and orderly dissolution — with the tax and creditor consequences worked through before documents are signed.
Frequently Asked Questions
How do I form a 501(c)(7) nonprofit social club?
You incorporate a nonprofit corporation in Missouri with member classes and admission procedures built into the bylaws, obtain an EIN, and file IRS Form 1024 seeking recognition as a 501(c)(7) social club. The ongoing issue is revenue mix: nonmember receipts above roughly 15 percent of gross receipts, and investment income above 35 percent combined, put exemption at risk and trigger unrelated business income tax.
What is a 501(c)(4) and why use one for advocacy?
A 501(c)(4) social welfare organization can lobby without limit and engage in political campaign activity as a secondary purpose, and it generally does not have to publicly disclose its donors. Contributions are not deductible, and the organization must watch its primary purpose, the Section 527(f) tax on political expenditures, and state lobbying and campaign finance registration.
What legal structure should my Missouri business use?
The choice among sole proprietorship, general or limited partnership, LLC, S corporation, and C corporation turns on liability exposure, how profits are taxed, who holds control, and whether outside investment is planned. Most closely held Missouri businesses start as an LLC with a carefully drafted operating agreement.
Do I need an operating agreement for a Missouri LLC?
Yes. Missouri's LLC statute supplies default rules that rarely match what the owners actually intend on voting, distributions, transfers, deadlock, and exit. An operating agreement is also what banks, investors, and courts look to when ownership is questioned.
Can the same firm handle my company and my foundation?
Yes, and it is usually better. Business owners who form a charitable entity face overlapping tax, governance, employment, and reputational issues. We manage both sides so that the corporate and exempt structures do not work against each other.
What does outside general counsel cost?
We scope engagements to the work — a flat fee for formation or a contract package, or a monthly arrangement for ongoing counsel and compliance management. The initial consultation is free and we quote before work begins.
Talk to a Missouri Business Attorney
Whether you are forming a company, standing up a foundation, negotiating a transaction, or managing a dispute that cannot become public, call (573) 444-4420 or request a confidential consultation.