Non-profit organisations

Non-profit organisations are now major economic and institutional actors. Their growth, the diversification of their resources and the increasing complexity of their activities raise legal and tax issues similar to those faced by businesses, whilst remaining subject to a specific regulatory framework.

This expertise also extends to companies, families or individuals wishing to structure a philanthropic commitment by dedicating part of their assets to a public interest cause, through the creation of, or support for, a dedicated structure.

Within our Corporate / Mergers & Acquisitions practice, we support associations, foundations, endowment funds, professional organisations, cooperatives, mutual societies and philanthropic organisations at every key stage of their development, as well as their partners (corporate sponsors, directors, funders and community groups).

Our approach combines expertise in non-profit organisations law, a strong corporate transactional background, and a detailed understanding of the governance, funding and compliance issues specific to the sector.

We work closely with the tax, employment and legal teams within our firm in order to provide you with comprehensive advice throughout your project, both in France and abroad through our international offices.

Establishment and structuring of non-profit organisations

Project analysis and structuring:

• Support in choosing the appropriate legal structure in line with the organisation’s objectives and regulatory constraints: associations, foundations (public-benefit and non public-benefit), endowment funds, corporate foundations, professional trade unions, cooperatives, mutual societies, etc.
• Tax analysis: tax status, sponsorship schemes, trading activities and/or ring-fencing of activities.

Project implementation:

• drafting of articles of association, internal regulations and governance guidelines.
• assistance with administrative, filing or recognition procedures (including public-benefit status).
• securing relationships between founders, board members, members, directors and partners.
• establishment of governance bodies: boards, committees, delegation of powers.
• drafting of founding agreements or structuring sponsorship agreements (founders, corporate partners, funders).

Legal affairs, governance and day-to-day operations

• Organisation and monitoring of corporate affairs: general meetings, boards, committees, minutes, formal procedures.
• Amendments to the articles of association, changes in scope of activities or governance restructurings.
• Structuring relationships between employers, employees and volunteers (status, liability, obligations).
• Ensuring compliance and monitoring legal, tax, social security and administrative obligations.
• Managing relationships with local authorities, the State, prefectures and sector-specific authorities.
• Structuring the delegations, responsibilities and powers of directors.
• Drafting all documents and agreements required for the organisation’s activities: partnerships, internal agreements, secondment arrangements, occupation agreements, loans for use, and sponsorship or patronage agreements.
• Strategies for preventing conflicts of interest and strengthening responsible governance.
• Legal, tax, social and governance audits.

Diversification of activities and development

• Ring-fencing or spin-off of commercial or mixed activities.
• Implementation of hybrid business models (trading and non-trading income sources).
• Organisation of financial flows, intra-group agreements, allocation of expenses and income.
• Support in the development of strategic partnerships: consortia, alliances, innovative projects.
• Structuring relationships with corporate sponsors and philanthropic partners.
• Establishment of, or acquisition of stakes in, related commercial or social entities.
• Support for social entrepreneurs in structuring their business model, financing and development.
• Structuring sponsorship or social engagement policies for philanthropic companies and families.

Reorganisations, strategic transactions and transformations

• Analysis, assessment and support for transformation or scaling-up projects.
• Restructuring: mergers, consolidations, alliances, pooling arrangements, demergers, partial transfers of assets.
• Reorganisation of associations or funds: governance, scope of activities, consolidation.
• Securing complex transactions involving public and private entities.
• Harmoning governance and practices within networks or federations.
• Managing tax and social security issues related to restructuring.
• Resolving internal conflicts arising from strategic changes.

Litigation, risks and institutional relations

• Management of internal disputes (governance, membership, mandates, operations).
• Judicial, administrative, tax or social security litigation.
• Assistance with administrative or tax audits.
• Prevention of legal risks: risk mapping, internal procedures, compliance.
• Support in dealings with public authorities, supervisory bodies, federations or trade unions.

Dissolution, liquidation and insolvency proceedings

• Support with decisions regarding voluntary dissolution.
• Conducting voluntary liquidation and distribution of assets.
• Handling the liabilities of directors and governing bodies.
• Management of insolvency proceedings applicable to non-profit organisations.
• Assistance with the reorganisation or takeover of struggling businesses.