Nonprofit Counsel, Governance & Compliance

Many nonprofits need consistent legal guidance but aren’t ready for a full-time in-house attorney. FPLG serves as Outside General Counsel for nonprofits, acting as a dedicated general counsel nonprofit partner and providing responsive support on governance, contracts, compliance filings, risk management, employment matters, and day-to-day operational questions. We become a strategic partner for your leadership team, helping anticipate legal challenges, manage conflicts of interest, and protect your organization’s mission.

Launching a nonprofit organization requires more than passion—it demands careful legal planning. Our nonprofit formation attorneys and tax-exempt attorneys assist founders through entity formation, preparation and filing of IRS Form 1023 or 1024 applications, and compliance with state registration requirements. We ensure your new organization is structured for success from the very beginning, with a clear path to tax-exempt status.

When a nonprofit falls out of compliance with the IRS, state taxing authorities, or the Attorney General’s office, the consequences can be serious—ranging from suspended or revoked status to loss of tax exemption, penalties, or even asset freezes. At FPLG, our nonprofit compliance lawyers help organizations quickly assess the scope of the issue and take immediate, strategic action to resolve it.

Whether your nonprofit has received a delinquency notice, is listed as suspended by the California Franchise Tax Board, or is facing scrutiny from the California Attorney General for failure to properly manage charitable assets, our attorneys will guide you through the reinstatement process. We prepare and file back reports, respond to government inquiries, and help restore your organization’s good standing with all necessary agencies.

From revocation and suspension to missed filings and unresolved compliance issues, we bring clarity to what’s at stake—and a clear legal path to getting back on track.

Good governance isn’t just best practice—it’s a legal obligation for every nonprofit organization. At FPLG, our nonprofit governance lawyers and nonprofit governance attorneys help boards of directors and executive leadership teams establish strong governance frameworks that promote accountability, transparency, and long-term sustainability. Our nonprofit attorneys provide guidance on fiduciary duties, draft and review bylaws and board policies, develop conflict-of-interest procedures, and support effective decision-making at the board level.

We also assist with governance audits, board training sessions, and risk mitigation strategies tailored to your organization’s structure and stage of growth. Whether your organization is navigating leadership transitions, exploring strategic partnerships, or responding to inquiries from regulators, our legal counsel ensures your governance practices are solid, compliant, and aligned with your mission.

In California, eligible nonprofits may qualify for the welfare exemption, which can eliminate or significantly reduce property tax liability on real or personal property used for exempt purposes. At FPLG, we help organizations secure and maintain this exemption by managing the full application process, including obtaining the required Organizational Clearance Certificate (OCC) from the California Board of Equalization.

Whether you’re applying for the first time, responding to an assessor inquiry, or correcting a lapse in exemption, our attorneys guide you through every step—ensuring compliance, preserving your exemption, and protecting your charitable assets.

Cause-related marketing partnerships between nonprofits and businesses can be powerful tools for fundraising, awareness, and mission alignment—but they also come with legal requirements. FPLG provides legal support for structuring and reviewing commercial co-venture agreements, ensuring your campaigns comply with state charitable solicitation laws, disclosure regulations, and fundraising guidelines.

Our attorneys advise both nonprofits and corporate partners on how to structure cause-marketing initiatives that protect the nonprofit’s tax-exempt status, uphold public trust, and meet regulatory requirements across jurisdictions. Whether you’re planning a charitable sales promotion or a long-term brand collaboration, we help you build campaigns that are strategic, compliant, and purpose-driven.

A nonprofit attorney does a lot more than file paperwork. At FPLG, our nonprofit attorneys serve as strategic legal partners for mission-driven organizations at every stage of their lifecycle — from formation and tax-exempt status through governance, compliance, contracts, employment matters, and major organizational transitions. On any given day, that might mean reviewing a grant agreement, advising a board on a conflict of interest situation, responding to a state regulatory inquiry, or helping an executive director navigate a difficult employment situation. Think of a nonprofit attorney less like a specialist you call in for emergencies and more like a trusted advisor who helps you anticipate and avoid legal problems before they arise — so you can stay focused on the work that matters.

There’s no legal requirement that a nonprofit retain an attorney — but the consequences of operating without legal guidance can be serious and costly. The nonprofit regulatory environment is genuinely complex: IRS compliance, state charity registration, board governance obligations, employment law, contracts, and more – all running simultaneously. Organizations that operate without legal support often don’t discover the gaps until something goes wrong, and by then the cost of fixing the problem is almost always higher than prevention would have been. Whether you need ongoing outside general counsel or just an attorney for a specific project, having experienced nonprofit legal support in your corner is one of the smartest investments you can make in your organization’s long-term health and mission.

Serving as Outside General Counsel (OGC) means that we serve as your organization’s dedicated legal partner on an ongoing basis — without the cost of a full-time in-house attorney. Rather than calling a different lawyer every time something new comes up, you have a team that knows your organization deeply, understands your mission, and can provide consistent, responsive guidance across governance, contracts, compliance, employment, risk management, and day-to-day operational questions. At FPLG, we serve as Outside General Counsel for nonprofits of all sizes, acting as a proactive partner that helps you anticipate issues before they become problems, not just a reactive resource you call when things go sideways. For many nonprofits, it’s the most cost-effective and mission-protective legal arrangement available.

In our experience, a handful of legal mistakes come up again and again — and most of them are entirely preventable. The most common include inadequate bylaws that don’t reflect how the organization actually operates, failure to properly manage conflicts of interest at the board level, misclassification of workers as independent contractors when they should be employees, falling behind on state charity registration renewals, and operating programs that have drifted outside the scope of the organization’s stated exempt purpose. None of these issues start out as crises — they typically begin as small oversights that compound over time. The good news is that a periodic legal checkup with an experienced nonprofit attorney can identify and address these issues before they become serious problems.