Rosenblum Robbins builds and maintains tax-exempt organizations for founders, families, closely held businesses, and boards across Missouri. We handle the full arc: choosing the right vehicle, incorporating, obtaining IRS recognition, registering to solicit charitable contributions, and then serving as ongoing counsel to the board so that filings, disclosures, and governance never drift.
Choosing the Right Vehicle
Not every charitable impulse belongs in a 501(c)(3) public charity. Before incorporating, we work through the structure that matches the funding source, the control the founder wants to keep, and the activities planned:
- 501(c)(3) public charity — broad public funding, deductible gifts, lowest excise-tax burden, public support testing
- Private foundation — family or single-donor funded, maximum donor control, self-dealing and minimum distribution rules
- Donor-advised fund — fastest and cheapest path to a deduction when governance overhead is not wanted
- Supporting organization — a controlled affiliate that supports an existing charity
- 501(c)(4) social welfare organization — unlimited lobbying, non-deductible contributions
- 501(c)(6) trade association or 501(c)(7) social club — member-funded, industry or recreational purposes
- Fiscal sponsorship — operate a program under an existing exempt organization while the concept is proven
Missouri Nonprofit Formation, Step by Step
- Articles of incorporation filed with the Missouri Secretary of State under Chapter 355, including the IRS-required purpose and dissolution clauses that generic templates almost always omit
- Bylaws drafted for the actual board — quorum, classes of directors, officer duties, committee authority, removal, and amendment
- Conflict-of-interest policy, document retention policy, whistleblower policy, and executive compensation process
- Organizational board meeting, initial minutes, and appointment of officers
- EIN, bank resolution, and accounting setup
- IRS Form 1023 or 1023-EZ with narrative of activities, projected budgets, and supporting schedules
- Missouri sales and use tax exemption letter and, where applicable, property tax exemption
- Charitable solicitation registration in Missouri and in every other state where the organization will fundraise
Most formation problems we are asked to repair years later trace back to two documents: articles that lack the required exempt-purpose and dissolution language, and bylaws copied from an unrelated organization that make routine board action procedurally invalid.
Ongoing Compliance Management
Exemption is not a one-time event. It is an annual compliance obligation, and the most common way a Missouri nonprofit loses it is quietly, by missing filings. We serve as outside general counsel and run the calendar:
- Annual IRS Form 990, 990-EZ, or 990-N — three consecutive missed years means automatic revocation
- Form 990-T where the organization has unrelated business taxable income
- Missouri Secretary of State annual nonprofit registration report
- Multistate charitable solicitation renewals and professional fundraiser contracts
- Public support test monitoring so a public charity does not tip into private foundation status
- Private foundation excise tax, self-dealing, and five percent minimum distribution compliance
- Board minutes, annual conflict-of-interest disclosures, and rebuttable-presumption compensation reviews
- Employment classification, volunteer versus employee analysis, and payroll tax filings
- Gift acceptance policies, restricted gift and endowment administration, and donor substantiation letters
- Lobbying limits, 501(h) elections, and the absolute prohibition on political campaign intervention
- Grant agreements, expenditure responsibility, and fiscal sponsorship arrangements
When the Organization Is in Crisis
Nonprofit crises are rarely only legal problems. An IRS examination, a diverted-funds allegation, an Attorney General inquiry, a departing executive, or a board split arrives with donors, journalists, and regulators all watching at once. We handle the legal exposure and the message together, in coordination with our crisis communications and investigations practices.
- IRS examinations, compliance checks, and reinstatement after automatic revocation
- Missouri Attorney General charitable trust inquiries
- Internal investigations into misappropriation, self-dealing, or executive misconduct
- Excess benefit transaction and intermediate sanctions exposure
- Board deadlock, director removal, and governance disputes
- Restricted gift disputes and cy pres proceedings
- Mergers, asset transfers, dissolution, and wind-down
For Founders and Families
For individuals establishing a family foundation or a named fund, the legal work sits alongside estate, tax, and reputational considerations. We coordinate with existing wealth advisors and accountants, keep sensitive matters out of public filings wherever the law permits, and structure governance so that succession is settled before it is contested.
Frequently Asked Questions
How do I start a nonprofit in Missouri?
You incorporate a nonprofit corporation with the Missouri Secretary of State, adopt bylaws and a conflict-of-interest policy, seat an initial board, obtain an EIN, then apply to the IRS for tax-exempt recognition on Form 1023 or Form 1023-EZ. Missouri sales-tax exemption and charitable registration with the Attorney General follow.
How long does 501(c)(3) approval take?
Form 1023-EZ determinations commonly arrive in two to six weeks. A full Form 1023 typically takes three to nine months, longer if the IRS issues a development letter. Exemption is generally retroactive to the date of incorporation when the application is filed within 27 months.
What annual filings does a Missouri nonprofit have to make?
An IRS Form 990, 990-EZ, or 990-N every year, a Missouri Secretary of State annual registration report, renewal of any charitable solicitation registrations, payroll and state tax filings, and — for organizations above audit thresholds in states where they solicit — an independent audit.
Can a nonprofit lose its tax-exempt status?
Yes. The most common cause is failing to file a Form 990 series return for three consecutive years, which triggers automatic revocation. Private inurement, excess benefit transactions, substantial lobbying, political campaign intervention, and unreported unrelated business income can also cost exemption.
What is the difference between a public charity and a private foundation?
Every 501(c)(3) is presumed a private foundation unless it qualifies as a public charity by meeting a public support test or by function. Private foundations face excise taxes, a five percent minimum distribution requirement, and strict self-dealing rules; public charities face public support testing instead.
Talk to a Missouri Nonprofit Attorney
Whether you are incorporating a new charity, cleaning up years of missed filings, or facing an inquiry that has to be handled quietly, call (573) 444-4420 or request a consultation. See also our business law practice.