center for social creativity
Organizational Development: Structures
start
Overview
Click on the buttons below to understand the layout of this training, what will be covered, and a view of all trainings available.
Layout
Content
Trainings
Tax Structure Content
Informal collaboratives
Nonprofit organizations
Fiscal Sponsorship
Limited Liability Corp
Structure Decision Tree
S Corp
B Corp
Nonprofits
definitions, purpose, action steps
Nonprofits
What are they?
Purpose & definition
+ info
+ info
Revenue sources
+ info
Tax exempt status
+ info
Profit distribution
+ info
Governance
Categories of Nonprofits
The most common types in our work
The IRS has designated a number of types of nonprofits that are tax-exempt.
501(c)(3)
501(c)(4)
501(c)(6)
+ info
+ info
+ info
Categories of Nonprofits
second tier of most common in our work
501(c)(5)
501(c)(7)
501(c)(8)-(10)
501(c)(9)
+ info
+ info
+ info
+ info
Categories of Nonprofits
third tier of most common in our work
10
501(c)(11)
501(c)(12)
501(c)(13)
+ info
+ info
+ info
Benefits of Nonprofits
what can you expect to gain?
Challenges of Nonprofits
what can you expect to come across?
Filing a Nonprofit
what are the steps?
Board of Directors
+ info
+ info
Bylaws
+ info
Articles of Incorporation
+ info
State Filing
+ info
Federal Filing
Nonprofits: Additional Resources
start your nonprofit
More tactical steps on starting a nonprofit
nonprofit lingo
Get a handle on the most used lingo.
Setting up your board
Start on the right foot with these steps to start your board.
Bylaws template
Here are some practical steps on drafting your bylaws.l
Limited Liability Corporation, LLC
definitions, purpose, action steps
Limited Liabiliaty Corporation (LLC)
What is it?
Profit Distribution
Protection
Ownership
Taxation
Flexibility
Most Common Categories of limited liability corporations
Single-Member LLC
Multi-Member LLC
Series LLC
Low-Profit LLC (L3C)
Foreign LLC
Filing a Limited Liability Corporation
Filing Links by State
Obtain an Employer Identification Number (EIN)
Designate a Registered Agent
File Articles of Incorporation
LLC: Additional Resources
How it works
More 101 on starting an LLC
IRS Definitions
Understand LLCs from the IRS perspective.
LLC Pros and cons
What can you expect in benefits and challenges?
structure comparison
Compare the LLC structure with others.l
S-Corps
definitions, purpose, action steps
S Corporations (S Corp)
Overview
What is it?
Formation
Protection
Taxing
Eligibility
Pros & Cons
S Corp Filing
Instructions by state
Montana
Colorado
South Dakota
North Dakota
Wyoming
Utah
S Corp: Additional Resources
S corp overview
More details on the S Corp structure.
key benefits
Expansion on the benefits of an S Corp.
pass-through taxation
Detailed information on how S Corps are taxed.
corporate bylaws
A how-to and examples.
B-Corp Certification
definitions, purpose, action steps
B corps
Definition
A B Corporation, or B Corp, is a certification for businesses that meet high standards of social and environmental performance, accountability, and transparency. The certification is granted by the non-profit B Lab, which evaluates companies based on various criteria, including their impact on employees, customers, suppliers, community, and the environment. B Corps are committed to balancing profit with purpose, aiming to create positive change while still operating as a for-profit business. This certification is increasingly popular among consumers and investors who value sustainability and ethical practices.
Key Features
Benefits & Challenges
B corps
A B Corporation is a for-profit business that has been certified by the nonprofit B Lab for meeting rigorous standards of social and environmental performance, accountability, and transparency.
Examples
Tax Structure
How to get certified as a B corporation
B Impact Assessment
Documentation & Vertification
Improvement Cycle
Fees
Ongoing Requirements
B Corp: Additional Resources
B Lab
Visit the site that certifies B Corps.
B Corp overview
More detailed provided here.
program & tools
To help you take the next step.
B corp impact
Look at the research on B Corp impact.
Informal Collaboratives
definitions, purpose, action steps
informal collaboratives
Key features
+INFO
Benefits & challenges
+INFO
Informal business collaboratives are groups of businesses or entrepreneurs that come together to share resources, knowledge, and support without formal legal structures or agreements. These collaboratives often focus on mutual goals, such as networking, marketing, or community development.
Examples
Community Supported Agriculture (CSAs)
Environmental Justice Community Organizations
Environmental Education Initiatives
Green Business Networks
Informal Collaboratives: Additional Resources
boosting community
See how collaobratives are boosting community.
considerations
Here are some considerations for collaboratives.
work spaces
How to model your workspaces for collaboratives.
contracting
Literature showing how to manage contracting.
Fiscal Sponsorship
definitions, purpose, action steps
Fiscal Sponsorship
Fiscal Sponsorship: Additional Resources
More detail
Go into more detail about fiscal sponsors.
sponsorship rates
Payment expectations and what to expect.
do's and dont's
From the nonprofit perspective.
contracting
Best practices when choosing a fiscal sponsor.
Organizational Structure Decision Tree
Our primary mission is to serve the community address a specific environmental, health or social issue.
No, or we're unsure.
Yes, that's us.
We will (or we do) rely mainly on donations, grants, and philanthropy for our revenue, even though we may have some earned revenue.
No, we're primarily fee-for-service.
Yes, that's us.
You may not be the best candidate for the MaPTCC program. Contact your CRES for next steps. Thank you!
We have capacity to develop a board of directors, fundraise, manage our finances & government reporting, along with running our programs.
We're unsure, or we're already too thin.
Yes, we're ready.
Congratulations! A nonprofit structure may be best for you. Do you (will you) rely mostly on philanthropy or donations, and do not plan on lobbying?
No, at least one part of that statement doesn't fit.
Yes, that's us.
Congratulations! A for-profit structure may be best for you. Are you the main founder, or are there other partners leading your program?
No, there are at least two in equal leadership roles.
Yes, it's just me.
Congratulations! A 501(c)(3) structure may be best for you.
Do you (or do you plan on) lobbying for policy change directly with legislators?
No, that is not part of our mission, or not at this time.
Yes, that is part of our mission.
Congratulations! A 501(c)(4) structure may be best for you.
Do you (or do you plan on) work primarily as a membership organization?
No, that is not our primary purpose.
Yes, that is us.
Congratulations! A 501(c)(6) structure may be best for you.
Do you (or do you plan on) primarily working to improve labor conditions for agricultural or horticulture workers?
No, that is not our primary purpose.
Yes, that is us.
Congratulations! A 501(c)(5) structure may be best for you.
Do you (or do you plan on) having a fraternal society related to your mission?
No, that is not our primary purpose.
Yes, that is us.
Congratulations! A 501(c)(8) or (10) structure may be best for you.
Do you (or do you plan on) offering a voluntary employees' beneficiary association (VEBA)?
No, that is not our primary purpose.
Yes, that is us.
Congratulations! A 501(c)(9) structure may be best for you.
Do you (or do you plan on) primarily serving members of the armed forces?
No, that is not our primary purpose.
Yes, that is us.
Congratulations! A 501(c)(11) structure may be best for you.
Do you (or do you plan on) operating as a cemetery company?
No, that is not our primary purpose.
Yes, that is us.
Congratulations! A 501(c)(13) structure may be best for you.
Well, darn! Those are all the nonprofit structures. You may start the process again, or reach out to your instructor for more information
Restart the process
Do you have interested in being certified as a B Corporation? Think also about your capacity.
No, not at this time.
Yes, we do.
Do you have interested in being certified as a B Corporation? Think also about your capacity.
No, not at this time.
Yes, we do.
Congratulations! An LLC with a fiscal sponsor may be your best structure.
Congratulations! An LLC with a fiscal sponsor may be your best structure.
Congratulations! An S Corp with a fiscal sponsor may be your best structure.
Congratulations! An S Corp with a fiscal sponsor may be your best structure.
Thank you for learning with us!
“Live as if you were to die tomorrow. Learn as if you were to live forever.” — Mahatma Gandhi
Governance
nonprofits: what are they?
Nonprofits are typically governed by a board of directors or trustees who provide oversight to ensure the organization adheres to its mission and ethical standards.
Profit Distribution
nonprofits: what are they?
It is a myth that nonprofits cannot make a profit. No margin. No mission. Any surplus revenues must be reinvested in the organization to further its mission; it cannot be distributed to owners, as a nonprofit does not have owners.
An S Corporation (S Corp) is a specific type of corporation that meets certain Internal Revenue Code requirements. It allows for pass-through taxation while providing limited liability protection to its owners (shareholders).
Tax Structure
Flexibility: A business can be a traditional corporation (C Corp or S Corp) and still achieve B Corp certification without being a legally recognized Benefit Corporation. Legal Requirements: If a company chooses to become a Benefit Corporation, it must meet specific legal requirements, which may include a higher level of accountability and transparency.
A B Corporation is not its own tax structure. They are often associated with a specific legal structure, such as LLC or S Corp. Certification vs. Legal Structure: B Corp Certification: This is a third-party certification granted by B Lab based on social and environmental performance. Benefit Corporation: This is a legal status recognized in many states that requires a company to consider its impact on stakeholders and not just shareholders.
limited liability corporation
Varied Ownership
LLCs can have an unlimited number of members, which can include individuals, corporations, or other LLCs. This allows for diverse ownership structures.
Key Features
Tax-Exempt Status: The fiscal sponsor is typically a 501(c)(3) nonprofit organization, allowing the sponsored project to benefit from tax-deductible donations. Administrative Support: The fiscal sponsor often handles financial management, accounting, compliance, and reporting, freeing the sponsored organization to focus on its mission. Shared Resources: Sponsored projects may access shared resources, such as office space, staff support, and fundraising assistance.
Flexibility: This arrangement can provide flexibility for new or grassroots initiatives that may not have the capacity or resources to establish their own nonprofit status immediately.
Description: An LLC with only one owner (member). Taxation: Generally treated as a sole proprietorship for tax purposes, meaning profits and losses are reported on the owner's personal tax return.
Challenges
Less Control: Sponsored organizations may have less control over financial decisions and may need to adhere to the sponsor’s policies. Fees: Fiscal sponsors often charge a fee or take a percentage of funds raised to cover their administrative costs.
limited liability corporation
Flexible Management Structure
LLCs can be managed by members (owners) or by appointed managers. This flexibility allows for various management styles and can accommodate both small and large businesses.
501(c)(5)
Labor, agricultural or horticultural organizations. They aim to improve working conditions and advocate for the rights of workers.
B Impact Assessment
- Comprehensive Evaluation: You’ll need to complete the B Impact Assessment, which evaluates your company’s practices across various areas, including governance, workers, community, environment, and customers.
- Scoring: To qualify, you must achieve a minimum score (typically 80 out of 200).
Benefits & Challenges
Challenges Lack of Structure: The informal nature can lead to ambiguity in roles and responsibilities. Limited Accountability: Without formal agreements, it may be harder to enforce commitments. Resource Limitations: Access to resources may be less consistent compared to formal partnerships.
Benefits Cost-Effective: Lower overhead since there are no formal structures or administrative costs. Innovation and Creativity: Collaboration can lead to new ideas and solutions through diverse perspectives. Agility: Informal structures can adapt quickly to changing circumstances or opportunities.
Description: An LLC with two or more members. Taxation: Typically treated as a partnership for tax purposes, allowing profits and losses to be passed through to members’ personal tax returns.
Documentation & Vertification
- Supporting Documentation: You’ll need to provide evidence of your claims, including policies, practices, and data.
- Verification Process: B Lab may conduct an assessment of your documentation and may even require an on-site review for some companies.
limited liability corporation
Flexible Profit Distribution
Unlike corporations, which must distribute profits based on share ownership, LLCs can allocate profits and losses in a manner that suits the members’ agreement, regardless of their capital contributions.
501(c)(9)
Voluntary employees' beneficiary associations (VEBAs) that provide benefits to their members, typically in the form of health and welfare benefits.
- Credibility: Certification can enhance a company’s reputation and build trust with consumers and investors.
- Networking: B Corps often form a community that shares resources, knowledge, and support.
- Attracting Talent: Many employees are drawn to companies with strong social and environmental values.
Benefits
- Rigorous Standards: The certification process can be demanding, requiring ongoing commitment and improvement.
- Cost: There are fees associated with certification and maintaining it over time.
Challenges
VS
Warby Parker
Patagonia
Ben & Jerry's
How to use this training
Method of learning. The training may be facilitated by your CRES and/or as a self-study tool. Navigation. Click on the links in the beginning of each section if you'd like a targeted understanding of a certain subject. Additional resources. At the end of each section, you'll find links to further learnings, if you want to go deeper. For each topic. Each topic contains definitions, practical applications, the pros and cons, and additional resources.
Federal Filing
Filing a nonprofit
The IRS has designated steps to file for a federally recognized nonprofit.
- Eligibility Restrictions: Must meet specific criteria to qualify, limiting ownership structure.
- More Formalities: Requires more administrative tasks than LLCs, including holding regular meetings and maintaining corporate minutes.
- Salary Requirements: Shareholders who are employees must pay themselves a reasonable salary, which can complicate payroll.
S Corp Cons
- Tax Savings: Potentially lower overall tax liability due to pass-through taxation.
- Limited Liability: Protects personal assets from business liabilities.
- Credibility: May enhance credibility with customers, suppliers, and potential investors.
S Corp Pros
VS
Limited Fundraising Options: LLCs cannot issue stock, which may limit options for raising capital compared to corporations. Complexity in Multi-Member LLCs: While flexible, multi-member LLCs can complicate profit distribution and management, requiring a well-drafted operating agreement to prevent disputes. Initial and Ongoing Costs: Formation and maintenance fees, including state filing fees and potential annual reports, can add up.
limited liability corporations
Challenges & Cons
Self-Employment Taxes: Members may be subject to self-employment taxes on their share of the profits, which can be higher than corporate tax rates. Limited Life: In some states, an LLC may be dissolved upon the death or departure of a member unless otherwise specified in the operating agreement. Varied State Regulations: LLC regulations and fees vary significantly by state, which can complicate formation and compliance if operating in multiple states.
Description: An LLC that operates in a state other than the one in which it was formed. Requirements: Must register as a foreign LLC in the new state and comply with that state's laws.
limited liability corporation
Limited Liability Protection
Owners (called members) have limited personal liability for business debts and obligations. This means personal assets are generally protected from business liabilities.
Description: An LLC that allows for multiple “series” or sub-LLCs under one master LLC. Each series can have its own assets, members, and operations. Benefits: Provides liability protection between series, which can be beneficial for real estate investors or businesses with distinct divisions.
501(c)(11)
Organizations that are devoted to the promotion and welfare of members of the armed forces.
501(c)(12)
Organizations that operate as mutual associations for providing services to their members, such as utility cooperatives.
Ongoing Requirements
- Recertification: B Corps must recertify every three years, which involves repeating the assessment and maintaining or improving your score.
Key Features
Flexibility: Informal collaboratives allow participants to collaborate without the constraints of formal contracts or organizational hierarchies. Shared Resources: Members often share resources like facilities, tools, or expertise, which can reduce costs and increase efficiency. Networking and Support: These groups provide a platform for networking, mentorship, and peer support, helping members tackle common challenges. Collaborative Marketing: Businesses might engage in joint marketing efforts to increase visibility and attract customers, benefiting from each other's audiences.
Community Focus: Informal collaboratives often prioritize community engagement and social responsibility, working together to address local issues.
501(c)(3)
- Public charities: Organizations receiving a substantial part of their support from the general public or governmental units. They make still make a fee-for-service profit.
- Private foundations: Typically funded by a single donor or family and primarily distribute funds to public charities, rather than providing services directly.
limited liability corporation
Filing Links by State
MT
CO
ND
SD
UT
WY
File Articles of Incorporation
Refer to Nonprofit filing for links for each specific state. You will need to pay the filing fee at this step. Articles usually include:
- LLC name
- Duration of the LLC (if not perpetual)
- Registered agent information
- Purpose of the LLC (optional in some states)
- Pay the required filing fee, which varies by state.
Income, deductions, and credits pass through to shareholders, avoiding double taxation. Shareholders report their share of the corporation’s income on their personal tax returns.
Pass-Through Taxation
S Corp shareholders who work for the business are considered employees and may receive a salary. This can potentially reduce self-employment taxes, as only the salary is subject to payroll taxes, while the remaining profits can be distributed as dividends.
Self-Employment Tax Advantages
&
Description: A type of LLC that is designed for businesses that have a primary goal of achieving social objectives while also making a modest profit. Purpose: Often used for social enterprises that attract program-related investments.
Revenue Sources
Nonprofits: what are they?
Nonprofits often generate revenue through donations, grants, membership fees/sponsorships, and fundraising activities. Many also have fee-for-service, although this is not regularly the primary source of revenue.
South Dakota allows for the creation of nonprofit LLCs. They can engage in various nonprofit activities and benefit from the same liability protections as other LLCs.North Dakota permits nonprofit LLCs, allowing for the same protections and operational flexibility as in other states. Utah allows for nonprofit LLCs, providing a structure for those wishing to combine the benefits of an LLC with nonprofit objectives. Wyoming allows nonprofit LLCs and has favorable laws for LLCs in general, including strong liability protections and privacy benefits.
Nonprofit LLCs
Some states allow for Nonprofit LLCs, including our MaPTCC region. It is important to review specific state regulations if considering. Colorado allows for the formation of nonprofit LLCs. They can operate similarly to nonprofit corporations but have some differences in structure and taxation. Montana also permits nonprofit LLCs. These entities can pursue charitable or social purposes while providing limited liability protection to members.
Overall Difficulty
Time Investment: The process can take anywhere from a few weeks to several months, depending on your company's readiness and the complexity of your operations. Commitment Required: It requires a genuine commitment to social and environmental practices, as you'll need to implement and document changes to meet the standards.
fiscal sponsorship
Definition
A fiscal sponsor is an organization that provides financial and administrative support to another group or project that does not have its own tax-exempt status. This arrangement allows the sponsored organization to operate under the sponsor’s tax-exempt umbrella, enabling it to receive donations that are tax-deductible for the donors.
Eligibility Requirements
To qualify as an S Corp, the corporation must:
- Be a domestic corporation.
- Have no more than 100 shareholders.
- Have only eligible shareholders (individuals, certain trusts, and estates; not partnerships or corporations).
- Have only one class of stock (though differences in voting rights are allowed).
- Not be an ineligible corporation (e.g., certain financial institutions, insurance companies, and domestic international sales corporations).
Purpose & Definition
Nonprofits: What are they?
501(c)(6)
Trade associations and business leagues that promote the interests of their members. They focus on improving business conditions and do not provide direct services to the public.
A registered agent is a person or business authorized to receive legal documents on behalf of your LLC. This can be an individual or a service, and they must have a physical address in the state of formation.
501(c)(4)
Social welfare organizations that promote social welfare causes. They may engage in political advocacy and lobbying but donations are not tax-deductible.
Board of Directors
filing for a nonprofit
Tax Exemption
nonprofits: what are they?
Many nonprofits are granted tax-exempt status through the IRS. This allows them to operate without paying federal income tax and allowing donors to make tax-deductible contributions. Nonprofits must still pay some taxes, like employment tax.
State Filing
Filing a nonprofit
Each state has designated forms with the Secretary of State for filing.
ND
MT
CO
UT
SD
WY
Formation: An S Corp is formed by first creating a regular corporation (C Corporation) and then electing S Corp status by filing Form 2553 with the IRS.
Obtain an Employer Identification Number (EIN)
Apply for an EIN from the IRS, which is necessary for tax purposes, opening a business bank account, and hiring employees. You can apply online for free.
Instructions
Utilize this decision tree if you are trying to decide what structure you may need for your organization. You will be prompted to answer each question, which will then take you to the next question.
IMPORTANT: The tool is not designed to give you an ultimate answer. Instead, it can provide considerations to help you be the most successful for your mission's goals.
limited liability corporation
Pass-Through Taxation
Profits and losses are typically passed through to members' personal tax returns, avoiding the double taxation faced by C corporations. Members report income on their personal tax returns, which can simplify tax filing.
Limited Liability Protection: Like traditional corporations, S Corps provide limited liability protection, meaning shareholders are generally not personally liable for the debts and liabilities of the corporation.
B Corps
Key Features
- Social and Environmental Impact: B Corps are evaluated on how their operations impact stakeholders, including employees, communities, and the environment.
- Certification Process: To become certified, a company must complete the B Impact Assessment, which measures its practices and impact. It must achieve a minimum score and undergo verification.
- Legal Accountability: B Corps are required to consider the impact of their decisions on all stakeholders, not just shareholders, which can involve changing their legal structure to protect their mission.
501(c)(8) & 501(c)(10)
501(c)(8): Fraternal beneficiary societies providing insurance or other benefits to members.501(c)(10): Domestic fraternal societies that operate under the lodge system without providing insurance benefits.
Limited Liability Corporation
What is it?
A Limited Liability Company (LLC) is a popular business structure that combines features of both corporations and partnerships. It is a for-profit entity, often owned by one person.
Types of Fiscal Sponsorship
Comprehensive Fiscal Sponsorship: The sponsor takes full responsibility for the project, including oversight and compliance, essentially treating the project as a program of the sponsor. Pre-Approved Grant Relationship: The project is responsible for its own fundraising but can receive donations through the sponsor. The sponsor does not take on as much administrative responsibility.
limited liability corporation
Fewer Formalities
LLCs are subject to fewer regulations and administrative requirements compared to business structures. For example, they usually don’t have to hold annual meetings or keep extensive records of minutes.
Bylaws
Filing a nonprofit
Bylaws are the internal rules and guidelines that govern the operation of a nonprofit organization. They serve as a framework for decision-making, defining how the organization will function and how it will be governed.
Benefits
Access to Funding: Projects can receive funding more easily without needing to establish their own nonprofit status. Administrative Relief: Sponsored organizations can focus on their mission without the burden of complex administrative tasks. Credibility: Partnering with an established nonprofit can lend credibility to new projects.
Trainings Available
We are regularly adding to our curriculum. So, if you don't see one that you need, let your CRES know!
Organizational Development
- Strategic planning & project planning
- Organizational lifecycles
- Organizational operations
- Leadership development
Grants
- Prospecting
- Relationship building
- Grant writing
- Grant submission
- Grants management
- Funding strategies
Policy Influence
- The role of associations
- How to impact policy & building social capital
- Nonprofit policy rules and latitudes
- The social network analysis
- Statute versus legislation
501(c)(13)
Cemetery companies that operate for the benefit of the public.
Overview
Content to be covered
Tax Structure. What are the different organizational tax structure, and which one is right for you? This section covers:
- Nonprofit organization
- Limited Liability Corp
- S Corp
- B Corp
- Informal collaboratives
- Fiscal sponsorship
Improvement Cycle
- Continuous Improvement: If you don't reach the minimum score initially, B Lab provides feedback on areas for improvement, which means you may need to make changes before reapplying.
Articles of Incorporation
filing for a nonprofit
These are a formal legal document that establishes an NPO as a legal entity. Each state has their own form.
ND
MT
CO
UT
SD
WY
501(c)(7)
Social clubs that are organized for pleasure, recreation, and other non-profitable purposes, such as fraternities or country clubs.
Fees
- Certification Fees: There are fees associated with the certification, which can vary based on your company’s size and revenue.
CfSC Organizational Development: Structures
Melissa
Created on March 7, 2025
Start designing with a free template
Discover more than 1500 professional designs like these:
View
Interactive Hangman
View
Secret Code
View
Branching Scenario: Academic Ethics and AI Use
View
The Fortune Ball
View
Repeat the Sequence Game
View
Pixel Challenge
View
Word Search: Corporate Culture
Explore all templates
Transcript
center for social creativity
Organizational Development: Structures
start
Overview
Click on the buttons below to understand the layout of this training, what will be covered, and a view of all trainings available.
Layout
Content
Trainings
Tax Structure Content
Informal collaboratives
Nonprofit organizations
Fiscal Sponsorship
Limited Liability Corp
Structure Decision Tree
S Corp
B Corp
Nonprofits
definitions, purpose, action steps
Nonprofits
What are they?
Purpose & definition
+ info
+ info
Revenue sources
+ info
Tax exempt status
+ info
Profit distribution
+ info
Governance
Categories of Nonprofits
The most common types in our work
The IRS has designated a number of types of nonprofits that are tax-exempt.
501(c)(3)
501(c)(4)
501(c)(6)
+ info
+ info
+ info
Categories of Nonprofits
second tier of most common in our work
501(c)(5)
501(c)(7)
501(c)(8)-(10)
501(c)(9)
+ info
+ info
+ info
+ info
Categories of Nonprofits
third tier of most common in our work
10
501(c)(11)
501(c)(12)
501(c)(13)
+ info
+ info
+ info
Benefits of Nonprofits
what can you expect to gain?
Challenges of Nonprofits
what can you expect to come across?
Filing a Nonprofit
what are the steps?
Board of Directors
+ info
+ info
Bylaws
+ info
Articles of Incorporation
+ info
State Filing
+ info
Federal Filing
Nonprofits: Additional Resources
start your nonprofit
More tactical steps on starting a nonprofit
nonprofit lingo
Get a handle on the most used lingo.
Setting up your board
Start on the right foot with these steps to start your board.
Bylaws template
Here are some practical steps on drafting your bylaws.l
Limited Liability Corporation, LLC
definitions, purpose, action steps
Limited Liabiliaty Corporation (LLC)
What is it?
Profit Distribution
Protection
Ownership
Taxation
Flexibility
Most Common Categories of limited liability corporations
Single-Member LLC
Multi-Member LLC
Series LLC
Low-Profit LLC (L3C)
Foreign LLC
Filing a Limited Liability Corporation
Filing Links by State
Obtain an Employer Identification Number (EIN)
Designate a Registered Agent
File Articles of Incorporation
LLC: Additional Resources
How it works
More 101 on starting an LLC
IRS Definitions
Understand LLCs from the IRS perspective.
LLC Pros and cons
What can you expect in benefits and challenges?
structure comparison
Compare the LLC structure with others.l
S-Corps
definitions, purpose, action steps
S Corporations (S Corp)
Overview
What is it?
Formation
Protection
Taxing
Eligibility
Pros & Cons
S Corp Filing
Instructions by state
Montana
Colorado
South Dakota
North Dakota
Wyoming
Utah
S Corp: Additional Resources
S corp overview
More details on the S Corp structure.
key benefits
Expansion on the benefits of an S Corp.
pass-through taxation
Detailed information on how S Corps are taxed.
corporate bylaws
A how-to and examples.
B-Corp Certification
definitions, purpose, action steps
B corps
Definition
A B Corporation, or B Corp, is a certification for businesses that meet high standards of social and environmental performance, accountability, and transparency. The certification is granted by the non-profit B Lab, which evaluates companies based on various criteria, including their impact on employees, customers, suppliers, community, and the environment. B Corps are committed to balancing profit with purpose, aiming to create positive change while still operating as a for-profit business. This certification is increasingly popular among consumers and investors who value sustainability and ethical practices.
Key Features
Benefits & Challenges
B corps
A B Corporation is a for-profit business that has been certified by the nonprofit B Lab for meeting rigorous standards of social and environmental performance, accountability, and transparency.
Examples
Tax Structure
How to get certified as a B corporation
B Impact Assessment
Documentation & Vertification
Improvement Cycle
Fees
Ongoing Requirements
B Corp: Additional Resources
B Lab
Visit the site that certifies B Corps.
B Corp overview
More detailed provided here.
program & tools
To help you take the next step.
B corp impact
Look at the research on B Corp impact.
Informal Collaboratives
definitions, purpose, action steps
informal collaboratives
Key features
+INFO
Benefits & challenges
+INFO
Informal business collaboratives are groups of businesses or entrepreneurs that come together to share resources, knowledge, and support without formal legal structures or agreements. These collaboratives often focus on mutual goals, such as networking, marketing, or community development.
Examples
Community Supported Agriculture (CSAs)
Environmental Justice Community Organizations
Environmental Education Initiatives
Green Business Networks
Informal Collaboratives: Additional Resources
boosting community
See how collaobratives are boosting community.
considerations
Here are some considerations for collaboratives.
work spaces
How to model your workspaces for collaboratives.
contracting
Literature showing how to manage contracting.
Fiscal Sponsorship
definitions, purpose, action steps
Fiscal Sponsorship
Fiscal Sponsorship: Additional Resources
More detail
Go into more detail about fiscal sponsors.
sponsorship rates
Payment expectations and what to expect.
do's and dont's
From the nonprofit perspective.
contracting
Best practices when choosing a fiscal sponsor.
Organizational Structure Decision Tree
Our primary mission is to serve the community address a specific environmental, health or social issue.
No, or we're unsure.
Yes, that's us.
We will (or we do) rely mainly on donations, grants, and philanthropy for our revenue, even though we may have some earned revenue.
No, we're primarily fee-for-service.
Yes, that's us.
You may not be the best candidate for the MaPTCC program. Contact your CRES for next steps. Thank you!
We have capacity to develop a board of directors, fundraise, manage our finances & government reporting, along with running our programs.
We're unsure, or we're already too thin.
Yes, we're ready.
Congratulations! A nonprofit structure may be best for you. Do you (will you) rely mostly on philanthropy or donations, and do not plan on lobbying?
No, at least one part of that statement doesn't fit.
Yes, that's us.
Congratulations! A for-profit structure may be best for you. Are you the main founder, or are there other partners leading your program?
No, there are at least two in equal leadership roles.
Yes, it's just me.
Congratulations! A 501(c)(3) structure may be best for you.
Do you (or do you plan on) lobbying for policy change directly with legislators?
No, that is not part of our mission, or not at this time.
Yes, that is part of our mission.
Congratulations! A 501(c)(4) structure may be best for you.
Do you (or do you plan on) work primarily as a membership organization?
No, that is not our primary purpose.
Yes, that is us.
Congratulations! A 501(c)(6) structure may be best for you.
Do you (or do you plan on) primarily working to improve labor conditions for agricultural or horticulture workers?
No, that is not our primary purpose.
Yes, that is us.
Congratulations! A 501(c)(5) structure may be best for you.
Do you (or do you plan on) having a fraternal society related to your mission?
No, that is not our primary purpose.
Yes, that is us.
Congratulations! A 501(c)(8) or (10) structure may be best for you.
Do you (or do you plan on) offering a voluntary employees' beneficiary association (VEBA)?
No, that is not our primary purpose.
Yes, that is us.
Congratulations! A 501(c)(9) structure may be best for you.
Do you (or do you plan on) primarily serving members of the armed forces?
No, that is not our primary purpose.
Yes, that is us.
Congratulations! A 501(c)(11) structure may be best for you.
Do you (or do you plan on) operating as a cemetery company?
No, that is not our primary purpose.
Yes, that is us.
Congratulations! A 501(c)(13) structure may be best for you.
Well, darn! Those are all the nonprofit structures. You may start the process again, or reach out to your instructor for more information
Restart the process
Do you have interested in being certified as a B Corporation? Think also about your capacity.
No, not at this time.
Yes, we do.
Do you have interested in being certified as a B Corporation? Think also about your capacity.
No, not at this time.
Yes, we do.
Congratulations! An LLC with a fiscal sponsor may be your best structure.
Congratulations! An LLC with a fiscal sponsor may be your best structure.
Congratulations! An S Corp with a fiscal sponsor may be your best structure.
Congratulations! An S Corp with a fiscal sponsor may be your best structure.
Thank you for learning with us!
“Live as if you were to die tomorrow. Learn as if you were to live forever.” — Mahatma Gandhi
Governance
nonprofits: what are they?
Nonprofits are typically governed by a board of directors or trustees who provide oversight to ensure the organization adheres to its mission and ethical standards.
Profit Distribution
nonprofits: what are they?
It is a myth that nonprofits cannot make a profit. No margin. No mission. Any surplus revenues must be reinvested in the organization to further its mission; it cannot be distributed to owners, as a nonprofit does not have owners.
An S Corporation (S Corp) is a specific type of corporation that meets certain Internal Revenue Code requirements. It allows for pass-through taxation while providing limited liability protection to its owners (shareholders).
Tax Structure
Flexibility: A business can be a traditional corporation (C Corp or S Corp) and still achieve B Corp certification without being a legally recognized Benefit Corporation. Legal Requirements: If a company chooses to become a Benefit Corporation, it must meet specific legal requirements, which may include a higher level of accountability and transparency.
A B Corporation is not its own tax structure. They are often associated with a specific legal structure, such as LLC or S Corp. Certification vs. Legal Structure: B Corp Certification: This is a third-party certification granted by B Lab based on social and environmental performance. Benefit Corporation: This is a legal status recognized in many states that requires a company to consider its impact on stakeholders and not just shareholders.
limited liability corporation
Varied Ownership
LLCs can have an unlimited number of members, which can include individuals, corporations, or other LLCs. This allows for diverse ownership structures.
Key Features
Tax-Exempt Status: The fiscal sponsor is typically a 501(c)(3) nonprofit organization, allowing the sponsored project to benefit from tax-deductible donations. Administrative Support: The fiscal sponsor often handles financial management, accounting, compliance, and reporting, freeing the sponsored organization to focus on its mission. Shared Resources: Sponsored projects may access shared resources, such as office space, staff support, and fundraising assistance.
Flexibility: This arrangement can provide flexibility for new or grassroots initiatives that may not have the capacity or resources to establish their own nonprofit status immediately.
Description: An LLC with only one owner (member). Taxation: Generally treated as a sole proprietorship for tax purposes, meaning profits and losses are reported on the owner's personal tax return.
Challenges
Less Control: Sponsored organizations may have less control over financial decisions and may need to adhere to the sponsor’s policies. Fees: Fiscal sponsors often charge a fee or take a percentage of funds raised to cover their administrative costs.
limited liability corporation
Flexible Management Structure
LLCs can be managed by members (owners) or by appointed managers. This flexibility allows for various management styles and can accommodate both small and large businesses.
501(c)(5)
Labor, agricultural or horticultural organizations. They aim to improve working conditions and advocate for the rights of workers.
B Impact Assessment
Benefits & Challenges
Challenges Lack of Structure: The informal nature can lead to ambiguity in roles and responsibilities. Limited Accountability: Without formal agreements, it may be harder to enforce commitments. Resource Limitations: Access to resources may be less consistent compared to formal partnerships.
Benefits Cost-Effective: Lower overhead since there are no formal structures or administrative costs. Innovation and Creativity: Collaboration can lead to new ideas and solutions through diverse perspectives. Agility: Informal structures can adapt quickly to changing circumstances or opportunities.
Description: An LLC with two or more members. Taxation: Typically treated as a partnership for tax purposes, allowing profits and losses to be passed through to members’ personal tax returns.
Documentation & Vertification
limited liability corporation
Flexible Profit Distribution
Unlike corporations, which must distribute profits based on share ownership, LLCs can allocate profits and losses in a manner that suits the members’ agreement, regardless of their capital contributions.
501(c)(9)
Voluntary employees' beneficiary associations (VEBAs) that provide benefits to their members, typically in the form of health and welfare benefits.
Benefits
Challenges
VS
Warby Parker
Patagonia
Ben & Jerry's
How to use this training
Method of learning. The training may be facilitated by your CRES and/or as a self-study tool. Navigation. Click on the links in the beginning of each section if you'd like a targeted understanding of a certain subject. Additional resources. At the end of each section, you'll find links to further learnings, if you want to go deeper. For each topic. Each topic contains definitions, practical applications, the pros and cons, and additional resources.
Federal Filing
Filing a nonprofit
The IRS has designated steps to file for a federally recognized nonprofit.
S Corp Cons
S Corp Pros
VS
Limited Fundraising Options: LLCs cannot issue stock, which may limit options for raising capital compared to corporations. Complexity in Multi-Member LLCs: While flexible, multi-member LLCs can complicate profit distribution and management, requiring a well-drafted operating agreement to prevent disputes. Initial and Ongoing Costs: Formation and maintenance fees, including state filing fees and potential annual reports, can add up.
limited liability corporations
Challenges & Cons
Self-Employment Taxes: Members may be subject to self-employment taxes on their share of the profits, which can be higher than corporate tax rates. Limited Life: In some states, an LLC may be dissolved upon the death or departure of a member unless otherwise specified in the operating agreement. Varied State Regulations: LLC regulations and fees vary significantly by state, which can complicate formation and compliance if operating in multiple states.
Description: An LLC that operates in a state other than the one in which it was formed. Requirements: Must register as a foreign LLC in the new state and comply with that state's laws.
limited liability corporation
Limited Liability Protection
Owners (called members) have limited personal liability for business debts and obligations. This means personal assets are generally protected from business liabilities.
Description: An LLC that allows for multiple “series” or sub-LLCs under one master LLC. Each series can have its own assets, members, and operations. Benefits: Provides liability protection between series, which can be beneficial for real estate investors or businesses with distinct divisions.
501(c)(11)
Organizations that are devoted to the promotion and welfare of members of the armed forces.
501(c)(12)
Organizations that operate as mutual associations for providing services to their members, such as utility cooperatives.
Ongoing Requirements
Key Features
Flexibility: Informal collaboratives allow participants to collaborate without the constraints of formal contracts or organizational hierarchies. Shared Resources: Members often share resources like facilities, tools, or expertise, which can reduce costs and increase efficiency. Networking and Support: These groups provide a platform for networking, mentorship, and peer support, helping members tackle common challenges. Collaborative Marketing: Businesses might engage in joint marketing efforts to increase visibility and attract customers, benefiting from each other's audiences.
Community Focus: Informal collaboratives often prioritize community engagement and social responsibility, working together to address local issues.
501(c)(3)
limited liability corporation
Filing Links by State
MT
CO
ND
SD
UT
WY
File Articles of Incorporation
Refer to Nonprofit filing for links for each specific state. You will need to pay the filing fee at this step. Articles usually include:
Income, deductions, and credits pass through to shareholders, avoiding double taxation. Shareholders report their share of the corporation’s income on their personal tax returns.
Pass-Through Taxation
S Corp shareholders who work for the business are considered employees and may receive a salary. This can potentially reduce self-employment taxes, as only the salary is subject to payroll taxes, while the remaining profits can be distributed as dividends.
Self-Employment Tax Advantages
&
Description: A type of LLC that is designed for businesses that have a primary goal of achieving social objectives while also making a modest profit. Purpose: Often used for social enterprises that attract program-related investments.
Revenue Sources
Nonprofits: what are they?
Nonprofits often generate revenue through donations, grants, membership fees/sponsorships, and fundraising activities. Many also have fee-for-service, although this is not regularly the primary source of revenue.
South Dakota allows for the creation of nonprofit LLCs. They can engage in various nonprofit activities and benefit from the same liability protections as other LLCs.North Dakota permits nonprofit LLCs, allowing for the same protections and operational flexibility as in other states. Utah allows for nonprofit LLCs, providing a structure for those wishing to combine the benefits of an LLC with nonprofit objectives. Wyoming allows nonprofit LLCs and has favorable laws for LLCs in general, including strong liability protections and privacy benefits.
Nonprofit LLCs
Some states allow for Nonprofit LLCs, including our MaPTCC region. It is important to review specific state regulations if considering. Colorado allows for the formation of nonprofit LLCs. They can operate similarly to nonprofit corporations but have some differences in structure and taxation. Montana also permits nonprofit LLCs. These entities can pursue charitable or social purposes while providing limited liability protection to members.
Overall Difficulty
Time Investment: The process can take anywhere from a few weeks to several months, depending on your company's readiness and the complexity of your operations. Commitment Required: It requires a genuine commitment to social and environmental practices, as you'll need to implement and document changes to meet the standards.
fiscal sponsorship
Definition
A fiscal sponsor is an organization that provides financial and administrative support to another group or project that does not have its own tax-exempt status. This arrangement allows the sponsored organization to operate under the sponsor’s tax-exempt umbrella, enabling it to receive donations that are tax-deductible for the donors.
Eligibility Requirements
To qualify as an S Corp, the corporation must:
Purpose & Definition
Nonprofits: What are they?
501(c)(6)
Trade associations and business leagues that promote the interests of their members. They focus on improving business conditions and do not provide direct services to the public.
A registered agent is a person or business authorized to receive legal documents on behalf of your LLC. This can be an individual or a service, and they must have a physical address in the state of formation.
501(c)(4)
Social welfare organizations that promote social welfare causes. They may engage in political advocacy and lobbying but donations are not tax-deductible.
Board of Directors
filing for a nonprofit
Tax Exemption
nonprofits: what are they?
Many nonprofits are granted tax-exempt status through the IRS. This allows them to operate without paying federal income tax and allowing donors to make tax-deductible contributions. Nonprofits must still pay some taxes, like employment tax.
State Filing
Filing a nonprofit
Each state has designated forms with the Secretary of State for filing.
ND
MT
CO
UT
SD
WY
Formation: An S Corp is formed by first creating a regular corporation (C Corporation) and then electing S Corp status by filing Form 2553 with the IRS.
Obtain an Employer Identification Number (EIN)
Apply for an EIN from the IRS, which is necessary for tax purposes, opening a business bank account, and hiring employees. You can apply online for free.
Instructions
Utilize this decision tree if you are trying to decide what structure you may need for your organization. You will be prompted to answer each question, which will then take you to the next question.
IMPORTANT: The tool is not designed to give you an ultimate answer. Instead, it can provide considerations to help you be the most successful for your mission's goals.
limited liability corporation
Pass-Through Taxation
Profits and losses are typically passed through to members' personal tax returns, avoiding the double taxation faced by C corporations. Members report income on their personal tax returns, which can simplify tax filing.
Limited Liability Protection: Like traditional corporations, S Corps provide limited liability protection, meaning shareholders are generally not personally liable for the debts and liabilities of the corporation.
B Corps
Key Features
501(c)(8) & 501(c)(10)
501(c)(8): Fraternal beneficiary societies providing insurance or other benefits to members.501(c)(10): Domestic fraternal societies that operate under the lodge system without providing insurance benefits.
Limited Liability Corporation
What is it?
A Limited Liability Company (LLC) is a popular business structure that combines features of both corporations and partnerships. It is a for-profit entity, often owned by one person.
Types of Fiscal Sponsorship
Comprehensive Fiscal Sponsorship: The sponsor takes full responsibility for the project, including oversight and compliance, essentially treating the project as a program of the sponsor. Pre-Approved Grant Relationship: The project is responsible for its own fundraising but can receive donations through the sponsor. The sponsor does not take on as much administrative responsibility.
limited liability corporation
Fewer Formalities
LLCs are subject to fewer regulations and administrative requirements compared to business structures. For example, they usually don’t have to hold annual meetings or keep extensive records of minutes.
Bylaws
Filing a nonprofit
Bylaws are the internal rules and guidelines that govern the operation of a nonprofit organization. They serve as a framework for decision-making, defining how the organization will function and how it will be governed.
Benefits
Access to Funding: Projects can receive funding more easily without needing to establish their own nonprofit status. Administrative Relief: Sponsored organizations can focus on their mission without the burden of complex administrative tasks. Credibility: Partnering with an established nonprofit can lend credibility to new projects.
Trainings Available
We are regularly adding to our curriculum. So, if you don't see one that you need, let your CRES know!
Organizational Development
- Strategic planning & project planning
- Organizational lifecycles
- Organizational operations
- Leadership development
GrantsPolicy Influence
501(c)(13)
Cemetery companies that operate for the benefit of the public.
Overview
Content to be covered
Tax Structure. What are the different organizational tax structure, and which one is right for you? This section covers:
Improvement Cycle
Articles of Incorporation
filing for a nonprofit
These are a formal legal document that establishes an NPO as a legal entity. Each state has their own form.
ND
MT
CO
UT
SD
WY
501(c)(7)
Social clubs that are organized for pleasure, recreation, and other non-profitable purposes, such as fraternities or country clubs.
Fees