We specialize in representing nonprofit organizations involved in a variety of issues: housing, community and economic development, social services, education, arts and culture. We assist new organizations in the incorporation and tax-exemption processes (Federal, state, and local) to ensure they establish the correct structure from the beginning of operations, putting them in a strong position to carry out their missions. We frequently advise clients about changes in the law when they establish or revise governance policies to ensure they operate effectively and in compliance with applicable regulations. We also train boards of directors on legal duties and best practices, including fiduciary and ethical obligations, conflict of interest avoidance, and related party transactions.

Goldstein Hall also counsels nonprofits on property and property tax issues, protective ownership and financing structures, joint ventures, leasing, sales, financing, and asset sales.

The following are service segments under this practice area:

  • Federal and State Tax Exemptions, including, 501(c)3, (c)4 and (c)6 and Sales Tax Exemptions
  • Property Tax Abatements, including, RPTL 420-a, RPTL 420-c and Article XI
  • Social enterprise (legal arrangements between nonprofit and for-profit businesses, commercial spin-offs, restructuring, joint ventures)
  • Acquisitions and dissolutions (documents and plans, transferal of programs)
  • Real estate (sales and leases, closings, financing and loan agreements, court approval for property sales and asset transfers)

Below are some Case Studies showing work we have done in this area:

The Joint Ownership Entity New York City Corp., (known as JOE NYC) – Non Profit Corporate Governance:
Goldstein Hall created the legal concept of the JOE NYC. In working with multiple CDCs, Goldstein Hall had to create a legal entity which functioned ably, protected CDCs local control, distributed profits without tax implications to either the entity or the members, and maintained a nonprofit mission. Goldstein Hall has created the membership agreement, by-laws and corporate documents for the administration of JOE NYC. Now, serving as general counsel, Goldstein Hall is responsible for handling all corporate and real estate matters, as well as the any real estate transactions for the acquisition and incorporation of the properties into the JOE NYC.

“We Stay”- Nos Quedamos – Non Profit Corporate Governance:
Goldstein Hall serves as general corporate counsel and has updated the organization’s bylaws to strengthen accountability and controls, incorporate new fiscal responsibilities, strengthen operational and regulatory compliance, and provide guidance for strategic planning. Goldstein Hall also has represented the organization in discussions with the state Attorney General and external organizations and has advised Nos Quedamos on service agreement arrangements with its affiliates.

Ridgewood Bushwick Senior Citizens Council – Non Profit Corporate Governance:
Reviewed six HUD 202 projects’ corporate documents, drafted new bylaws or amended prior bylaws, drafted resolutions for each entity in order to bring the entities into compliance with the Not For Profit Revitalization Act, counseled client on changes and governance, assisted in streamlining boards and setting up a unified Real Estate Committee.

St. Nicks Alliance – Non Profit Corporate Governance:
Reviewed corporate documents of all entities, assisting the client in structuring all not-for-profit entities for less complicated governing,  created new 501c3 holding company, amended Bylaws to reflect new corporate structure and to bring entities up to date with the Not For Profit Revitalization Act, drafted resolutions and counseled client on presentation to the Board of Directors and Executive Committee on changes, worked with governmental agencies and investors to amend governing documents.

Hope Community Inc. and Project Enterprise – Non Profit Corporate Governance:
Counsel client on merger, acquisition or affiliation with unrelated not-for-profit, perform financial and legal due diligence, draft and negotiate term sheets and agreements for the affiliation of the entities, draft supporting documentation and assist the board of directors of both entities in the process.

Manhattan Valley Community Development – 501(c)3
Applied for 501c3 status on behalf of the client for all of their HDFCs (eight in total), entailing lengthy narratives and schedules with regard to providing low income housing,

Kingdom Faith Developers Corp. – 501(c)3
Counseled client on charitable activities and purposes to enable them to create a 501c3 eligible entity, work with various parties and stakeholders to draft and apply for 501c3 status to enable entity to serve the community with local programming and assist in the development of affordable housing.