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A detailed examination of the laws, rules, and regulations governing partnerships and joint ventures involving nonprofit organizationsAt a time when the services of nonprofits are in ever greater demand they are receiving less support from both government and private sources. This book addresses one of the most promising new approaches to meeting the challenges faced by today's nonprofits, namely joint ventures and partnerships. The author addresses the latest case law, treasury regulations, and IRS rulings to enable nonprofits to maximise their financing without jeopardising their tax-exempt status. This thoroughly updated third edition, includes sample forms, and provides a new chapter on debt restructuring and bankruptcy.
Contents
Note to the ReaderVentures Involving Tax-Exempt Organizations Third Edition (978-0470-03761-4) are indicated by "(New)" after the title. Material from the main bound volume that has been updated for this supplement is indicated by "(Revised)" after the title. Acknowledgments xiii Preface xv Chapter One: Introduction: Joint Ventures Involving Exempt Organizations Generally 1 1.2 Joint Ventures in General 1 1.3 Healthcare Joint Ventures 1 1.4 University Joint Ventures 2 1.5 Low-Income Housing Joint Ventures 2 1.20 "Intangibles" Licensed by Nonprofit to For-Profit Subsidiary or Joint Venture 2 1.24 Other Developments 2 Chapter Two: Taxation of Charitable Organizations 3 2.3 Section 501(c) Organizations: Structural Elements 3 2.4 Statutory Requirements 3 2.8 Application for Exemption 12 2.9 Reporting Requirements 14 2.9A Redesigned Form 990 (New) 16 2.13A Focus on Good Governance (New) 56 Appendix 2A: Redesigned Form 990 (2010) (New) 61 Chapter Three: Taxation of Partnerships and Joint Ventures 75 3.1 Scope of Chapter 75 3.2 Qualifying as a Partnership 75 3.6 Allocation of Profits, Losses, and Credits 75 3.7 Formation of Partnership 76 3.8 Tax Basis in Partnership Interests 77 3.9 Partnership Operations 77 3.12 Other Tax Issues 78 Chapter Four: Overview: Joint Ventures Involving Exempt Organizations 81 4.2 Exempt Organization as a General Partner: A Historical Perspective 81 4.4 Joint Ventures with Other Exempt Organizations 83 4.5 New Scheme for Analyzing Joint Ventures 83 4.6 Revenue Ruling 2004-51 and Ancillary Joint Ventures 84 4.8 Use of a Subsidiary as Participant in a Joint Venture 86 4.8A Social Entrepreneurs: Exploring Alternative Structures (New) 92 4.9 Use of a Supporting Organization in a Joint Venture 98 4.12 Exempt Organization as Lender or Ground Lessor 103 4.14 Reporting Requirements 104 Appendix 4A: Joint Venture Checklist (Revised) 109 Appendix 4B: Redesigned Form 990 (2010 Schedule R, Related Organizations and Unrelated Partnerships) (New) 115 Appendix 4C: Model Joint Venture Participation Policy (New) 121 Chapter Five: Private Benefit, Private Inurement, and Excess Benefit Transactions 125 5.1 What Are Private Inurement and Private Benefit? 125 5.2 Transactions in Which Private Benefit or Inurement May Occur 126 5.4 Intermediate Sanctions 129 5.6 Planning 133 Chapter Six: The Exempt Organization as Lender or Ground Lessor 135 6.1 Overview 135 6.4 Participating Loans 135 6.5 Ground Lease with Leasehold Mortgage 135 6.6 Sale of Undeveloped Land 136 6.7 Guarantees 136 Chapter Seven: Exempt Organizations as Accommodating Parties in Tax Shelter Transactions 137 7.2 Prevention of Abusive Tax Shelters 137 7.3 Excise Taxes and Penalties 140 Chapter Eight: The Unrelated Business Income Tax 143 8.1 Introduction 143 8.3 General Rule 144 8.4 Statutory Exceptions to UBIT 145 8.5 Modifications to UBIT 145 8.7 Calculation of UBIT 147 8.8 Governmental Scrutiny and Legislative Initiatives 147 Chapter Nine: Debt-Financed Income 151 9.1 Introduction 151 9.2 Debt-Financed Property 151 9.3 The 514(c)(9) Exception 152 Chapter Ten: Limitation on Excess Business Holdings 153 10.1 Introduction 153 10.2 Excess Business Holdings: General Rules 153 10.4 Exclusions 154 Chapter Eleven: Impact on Taxable Joint Ventures: Tax-Exempt Entity Leasing Rules 155 11.3 Internal Revenue Code 168(h) 155 11.5 Restrictions on Tax-Exempt Use Property 155 Chapter Twelve: Healthcare Entities in Joint Ventures 159 12.3 Tax Analysis 159 12.4 Other Healthcare Industry Issues 162 12.7 Joint Operating Agreements 170 12.8 UBIT Implications of Hospital Joint Ventures 170 12.9 Government Scrutiny 171 12.9A The Patient Protection and Affordable Care Act of 2010: 501(r) and Other Statutory Changes Impacting Nonprofit Hospitals (New) 178 12.9B The Patient Protection and Affordable Care Act of 2010: ACOs and CO-OPs: New Joint Venture Health Care Entities (New) 200 Appendix 12B: Redesigned Form 990 (2010), Schedule H, Hospitals (New) 213 Appendix 12C: Model Joint Venture Participation Policy (New) 222 Chapter Thirteen: Low-Income Housing, New Markets, Rehabilitation, and Other Tax Credit Programs 227 13.1 Relationships between Nonprofits and For-Profits in Affordable Housing A Basic Business Typology 227 13.2 Low-Income Housing Tax Credit 228 13.3 Historic Investment Tax Credit 239 13.4 Empowerment Zone Tax Incentives 244 13.5 New Markets Tax Credits 246 13.6 Recent IRS Guidance Regarding Guarantees and Indemnifications 282 13.8 Gulf Opportunity Zone Act of 2005 283 13.9 The Energy Tax Credits (New) 285 Appendix 13A: New Markets Tax Credits Project Compliance/Qualifications/Accounting Projections Checklist (Revised) 290 Chapter Fourteen: Joint Ventures with Universities 293 14.2 IRS Focus on Universities 293 14.4 Research Joint Ventures Generally 301 14.6 Nonresearch Joint Venture Arrangements 301 14.7 Modes of Participation by Universities in Joint Ventures 302 Chapter Fifteen: Business Leagues Engaged in Joint Ventures 309 15.1 Overview 309 15.2 The Five-Prong Test 310 15.3 Unrelated Business Income Tax 312 Chapter Sixteen: Conservation Organizations in Joint Ventures 313 16.2 Conservation and Environmental Protection As a Charitable or Educational Purpose: Public and Private Benefit 313 16.3 Conservation Gifts and 170(h) Contributions 314 16.7 Emerging Issues 321 Chapter Seventeen: International Joint Ventures 325 17.1 Overview 325 17.2 Domestic Charities Expending Funds Abroad 326 17.3 Potential for Abuse: The Use of Charities as Accommodating Parties in International Terrorist Activities 327 17.4 Guidelines for U.S.-Based Charities Engaging in International Aid and International Charities 330 17.11 Application of Foreign Tax Treaties 330 17.12 Current Developments in Cross-Border Charitable Activities 334 Appendix 17A: Redesigned Form 990 (2010) New Schedule F, Statement of Activities Outside the United States (New) 338 Chapter Eighteen: Private Pension Fund Investments in Joint Ventures 343 18.1 Overview 343 18.2 Private Pension Fund Participation in Joint Ventures 343 Chapter Nineteen: Exempt Organizations Investing through Limited Liability Companies 347 19.2 The Basics of LLCs: State and Federal Income Tax Law 347 19.3 Comparison with Other Business Entities 347 19.4 Background and Development of LLCs 349 19.5 Tax Classification of LLCs under Check-the-Box Regulations 349 19.6 Exempt Organizations Wholly Owning Other Entities 352 19.7 IRS Analysis: The Double-Prong Test and Rev. Rul. 98-15 352 19.8 Nonprofit-Sponsored LIHTC Project 354 19.9 Private Foundations as Members of LLCs 354 Chapter Twenty: Debt Restructuring and Asset Protection Issues 357 20.1 Introduction 357 20.2 Overview of Bankruptcy 361 20.3 Automatic Stay 368 20.4 Chapter 11 Plan of Reorganization 370 20.5 Discharge 370 Index 371
