casemark/charitable-solicitation-registration

Charitable Solicitation Registration

Produces a complete state registration package enabling a nonprofit to legally solicit charitable contributions across target jurisdictions.

Quick Start

Gather from the client before drafting:

1. Organization basics — legal name (per IRS determination letter), EIN, formation state/date, entity type
2. IRS determination letter — 501(c)(3) or other exemption, effective date
3. Formation docs — certified articles (within 6 months), current bylaws or trust instrument
4. Financials — most recent Form 990 (all schedules), audited/reviewed/compiled statements; pro forma if newly formed
5. Fundraising plan — methods, geographic scope, projected revenue, professional fundraiser contracts
6. Governance roster — officers/directors with contact info, titles, terms, signatory authority
7. Adverse history — denials, revocations, litigation, regulatory actions, bankruptcy, criminal convictions (5–10 year lookback)
8. Target states — including states where website/online campaigns are accessible

Core Workflow

1. Map Jurisdictional Nexus

For each target state, determine:

| Factor | Key questions | |--------|--------------| | Physical presence | Offices, employees, mailing addresses? | | Digital nexus | Donation button, online campaigns, social media, peer-to-peer? | | Revenue threshold | Exceeds state registration floor? | | Registration required | Yes / No / Exemption available? | | Filing deadline | Pre-solicitation or grace period? | | Renewal cycle | Annual / biennial? | | Bonding | Required? Revenue-scaled? | | Filing method | Mail / state portal / URS? |

41 states + D.C. require registration. Many assert jurisdiction based solely on website accessibility to residents.

2. Assess Exemptions

Check each jurisdiction for statutory exemptions:

• [ ] Religious orgs — soliciting only from own congregation/membership
• [ ] Educational institutions — regionally accredited
• [ ] Hospitals — state-licensed
• [ ] Membership orgs — soliciting exclusively from established members
• [ ] Small org threshold — varies by state ($25K–$50K typical) [VERIFY per jurisdiction]
• [ ] Federated campaigns — contributions via United Way or similar
• [ ] Government grantees — no independent public solicitation

Even exempt orgs may need a notice of exemption filing with periodic reaffirmation. Cite the specific statutory provision; burden of proof rests with the organization.

3. Assemble Registration Package

Core forms:

• [ ] State-specific form or URS with required state supplements
• [ ] Signed certification/perjury attestation (president/CEO; CFO if required)
• [ ] Board resolution authorizing filing and designating signatories

Standard attachments:

• [ ] IRS determination letter
• [ ] Certified articles of incorporation (within 6 months)
• [ ] Current bylaws or trust instrument
• [ ] Form 990 with all schedules
• [ ] Audited/reviewed/compiled financials
• [ ] Officer/director roster with addresses, titles, terms
• [ ] Professional fundraiser/counsel contracts (if applicable)
• [ ] Surety bond (if required)

For each professional fundraiser, document: legal name/address, state registration status, compensation structure (flat / % gross / hybrid), engagement scope/duration, organization oversight mechanisms.

4. Prepare Financial Disclosure

Populate from Form 990: total revenue, program expenses, fundraising costs, management/general expenses, net assets, program expense ratio, projected current-year fundraising revenue.

All figures must exactly match Form 990. Regulators cross-reference; discrepancies trigger enforcement scrutiny regardless of intent.

5. Document Solicitation Activities

For each method (direct mail, online, telephone, door-to-door, events, crowdfunding, commercial co-venturer): geographic scope, projected gross revenue, fund allocation (program/admin/fundraising %), and required point-of-solicitation disclosures per jurisdiction.

6. Disclose Adverse History

For the organization and all officers within the lookback period:

• [ ] Criminal convictions
• [ ] Registration denials, suspensions, revocations, voluntary withdrawals
• [ ] Regulatory investigations or enforcement actions
• [ ] Bankruptcy filings
• [ ] Civil judgments involving charitable assets or fiduciary duty

For each: describe the matter, current status/resolution, and remedial measures.

7. File and Calendar

• [ ] Verify current filing fees (often revenue-tiered)
• [ ] Confirm payment methods and filing route (mail / portal / URS)
• [ ] Confirm pre-solicitation registration requirement vs. grace period
• [ ] Note certificate issuance timeline and posting obligations
• [ ] Add required disclosure language to solicitation materials
• [ ] Calendar all renewal deadlines by jurisdiction

Critical Pitfalls

• Digital nexus is real — a passive donate button accessible to state residents triggers registration even without physical presence
• URS is not universal — accepted by ~40 states but some require supplements or reject it entirely; verify current acceptance before filing
• Exemptions construed narrowly — document every statutory element; check if notice of exemption filing is still required
• Form 990 consistency is non-negotiable — reconcile all financial disclosures before submission
• PFR obligations are independent — organization registration does not satisfy professional fundraiser registration/bonding requirements
• Post-filing duties — update materials with registration numbers, file amendments for material changes (officer turnover, new methods, restatements)
• Enforcement priority — CA, NY, IL, PA, FL AG offices most active; prioritize these if phased filing is necessary