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