Debt Consolidation Organizationsdebt-consolidation companies
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Combination and alliance between non-profit organizations
A variety of ways are available for non-profit organizations to come together, affiliated or otherwise. Describes some of the key ways in which non-profit organizations often mix, connect, and otherwise come together in different ways. Non-profit organizations can fully integrated their programmes, features and memberships through merger or consolidation.
If two non-profit organizations amalgamate, one unit becomes a legal part of the remaining unit and disband. It acquires ownership of all property and assumed all obligations of the non-surviving company. In contrast to a fusion, a consolidation of non-profit companies implies the liquidation of each of the organizations concerned and the establishment of a completely new non-profit company that will take over the programmes, ressources and memberships of the former companies.
While the net effect of a combination and consolidation is the same - a single unit that survives with all the asset and liability of the two preceding groups - many companies favour consolidation over the combination because they tend to give the impression that no organisation has an edge over the other.
A new company has been set up to consolidate the two companies' operations, and each will be wound up in the course of consolidation. Mergers or consolidation of undertakings with similar exempted aims may bring a number of advantages to participants and their members. Through consolidation, companies can consolidate their asset base, lower cost by removing duplicate administration, and deliver expanded, wider or better service and resource to the business, occupation or cause they are representing.
In addition, members who have contributed and subscribed to the formerly separated organisations can often cut member organisations' subscriptions, as well as the cost and timing of subscribing by becoming members of a common organisation. Lastly, the amalgamation or consolidation may enable non-profit organisations operating within the same sector or sector to provide a broader range of education programmes, publishing, lobbying and other support activities to a broader electorate.
However, the fact that two undertakings have become a single corporate person does not prevent them from maintaining a certain degree of independence within the new company. According to this principle, the company's articles of association can assign certain separate areas of responsibility to these subsidiary entities. Legislation requires strict trustee responsibility from the members of an organisation's board of directors to make sure that any mergers or consolidations are justified and in the best interests of the organisation.
In general, due care involves the management organ of a company reviewing the economic and regulatory situation of the company with which the company is to be combined or incorporated. Evaluations by these specialists may be used to assess a proposed concentration, provided that the Administrative Council draws up a full and precise outline of the other company's finances and rights before authorising the concentration or consolidation.
As well as carrying out regular due-diligence reviews, a company's supervisory body should have the effects of a planned combination or consolidation on the competitive environment in the sector legally reviewed. Bundeskartellrecht prohibits concentrations or consolidation that can significantly restrict effective competition in any sector. However, amalgamations and consolidation of non-profit organisations do not normally constitute an anti-competitive risk.
Where it can be shown that the concentration between the two companies effectively promotes effective competitive behaviour, the overall cartel exposure is very low. M&A and consolidation are complicated procedures that need the consent of the board of management and possible affiliation with each company, as further described below.
In practice, it can be tricky to consolidate and co-ordinate the organs, rods and surgeries of two or more organisations. In addition, the loyalty of members, officials and professionals often comes into the picture, especially when the companies considering a fusion or consolidation are of different sizes and wealth.
In order to amalgamate or amalgamate with another organisation, each organisation must comply with the procedure prescribed by the charitable company legislation of its State of establishment and any special procedure contained in its administrative document, provided that such procedure is compatible with the articles of association of the charitable company. Whilst the articles of association of non-profit organisations vary from state to state, the legislation on the fusion and consolidation of non-profit organisations usually defines certain key processes.
Each predecessor organization's executive committee must draw up and authorize a fusion or consolidation proposal in accordance with the provisions of the statutes of the non-profit entity of the state or states in which the organizations are registered. Usually, the terms of the transaction between the two companies are laid down in a "merger agreement", which does not have to be submitted.
As a rule, this paper deals with issues such as employee and volunteer management involvement, changes in management and programme consolidation. A draft terms of cross-border mergers or consolidation must also be presented to the members of each undertaking entitled to exercise their votes for adoption. Whilst the terms for the authorisation of members differ from State to State, the Articles usually call for a two-thirds majority for the implementation of the fusion or consolidation of the scheme - a figure that may be hard to achieve for operational and policy purposes.
Provided that the members of both organisations agree to the Board's proposal, the "Articles of Association" must be submitted to the State in which the new company is officially established. In cases where nonprofit organizations that merge are exempted according to different classification (e.g., a 501(c)(3) and a 501(c)(6)), the combined company will generally have to submit a new request for government revenue relief to the Internal Revenue Service ("IRS").
Similarly, a new company consolidating must request the IRS to recognise the exemption. However, if combining companies have the same tax-free class, the tax-free nature of the survival organisation is usually not affected. Instead, all participants in the post-merger operation must inform the IRS of the proposed concentration and submit supportive regulatory documents.
The IRS will normally give accelerated authorisation on a pro-forma basis if the restructured unit carries out substantially the same activity as its predecessor and there will be no loss of tax-exempt treatment. A further regulatory instrument for "absorption" is the liquidation and allocation of an organisation's targeted asset.
Usually, this legal process includes the acceptance of a liquidation and asset allocation scheme, the settlement of debt, the transferring of the residual asset to another charitable institution and the liquidation. When the Disbanding Non-Profit Profit is exempted from Personal Revenue tax under Section 501(c)(3) of the Internal Revenue Code, the Disbanding Organisation is obliged to allocate its wealth for one or more tax-exempt uses under Section 501(c)(3) of Code 501(3).
Whilst the company being dissolved must comply with certain legal requirements, the liquidation and assignment of property is much less burdensome for the company acquiring the liquidating company's property (the "successor company") than a fusion or consolidation. However, since the succession unit merely takes over the property of another organisation, it is generally not necessary for this company to coordinate its memberships and the associated state submissions.
Furthermore, the preservation of the property of a liquidating charitable company usually does not influence the tax-exempt nature of an organisation. As with mergers or consolidations, however, an exempted company must be prudent in taking over programmes or operations to make sure that they serve the specified exempted objectives. Transferring and liquidating wealth can be a strategic option for merging businesses when one organisation is much smaller than the other.
Furthermore, this kind of deal is particularly useful when an entity wants to purchase the asset of another entity with significant contingencies in the event that the entity is legally unable to take over the liability of the entity being dissolved. Furthermore, the succession company may attempt to mitigate the obligations it will incur in a writing arrangement as set out below.
Whereas a succession company is usually protected from the debt and obligations of its forerunner, a capital assignment always entails a certain degree of succession responsibility, especially if no sufficient provisions have been made for already existent obligations. It may be determined by a Court that an entity that has purchased the property of a liquidated company has implicitly consented to take over the obligations of the liquidated company.
As an alternative, a tribunal may also find that the succession company acts as a "mere continuation" of the liquidated company, that the assignment of assets is equivalent to a de facto fusion, or that the deal was in fact a deceptive effort to avoid liabilities. As in the case of a amalgamation or consolidation, the law of the State relating to non-profit-making bodies and the documentation applying to any company must also be observed in the case of a capital assignment and liquidation.
This process of liquidation and allocation of property is quite straightforward for the succession company as it will only enter into a single acquisition operation, albeit a significant one, to purchase property and, if any, to admit members. Members' consent to such a deal is usually not necessary unless otherwise required by the company's articles of association.
Similarly, the duties of care of the succession company are less strict. However, the management organ of the succession company should of course carry out a due-diligence audit of the company being dissolved, especially if the purchase of the liquidating company's property will significantly change the type of business activity of the succession organisation.
However, the procedure is more complex for the resolving unit. Usually, the non-profit articles of association of the state of formation of the company liquidating the company impose the following conditions on the execution of a conveyance and dissolution: It is the duty of the management organ of the company being dissolved to apply the same care as in the case of a planned amalgamation or consolidation as described above.
Once the management organ of the company being dissolved has established that the liquidation and transmission of its property is in the best interest of the organisation, it must draw up and authorise a "plan for liquidation" (or "plan for distribution" to some States). In the event that the company being dissolved has members, it must obtain the consent of the members to the liquidation schedule.
Resolving companies must submit "dissolution agreements" to the state in which they have their registered office. As a rule, states do not agree to dissolve agreements until all residual debt and obligations of the company being dissolved have been settled or a provision has been made for the settlement of such debt. Under the liquidation schedule, the liquidating company transfers all its residual net worth to a specific company.
After the liquidation has taken place, the liquidating company is in principle forbidden from continuing to carry on any further activities, unless this is necessary for the settlement of its matters or the reaction to investigations under private, penal or public law. Within the framework of the allocation procedure, the contracting partners usually conclude a letter of intent setting out their understandings of the assignment of the assets of the company being dissolved.
Beneficiaries may avail themselves of such an arrangement if they wish to obtain guarantees regarding the lack of commitments to be undertaken by the company being dissolved; if they wish to take into consideration pending commitments of the company being dissolved; if necessary, to obtain the consent of third persons in order to assign commitments to the company being dissolved; or if they wish to lay down detailed conditions for the members of the company being dissolved to be integrated.
Please be aware that in the case of a violation of guarantees by the disbanding company, there is generally no remedy for the disbanding company unless the arrangement expressly requires a third person to release the disbanding company because the disbanding company no longer exists. As a rule, an organisation is an organisation of non-profit organisations.
Organisations are usually organised according to region (e.g. a non-profit organisation, whose members are state or locally non-profit organisations). The majority of partnership contracts contain clauses regulating: duration and cessation of the partnership; use of the company's IP; supply of managerial service; handling of sensitive information; co-ordinated activity; taxation and/or finance matters, among others.
Within the framework of the Confederation, the Confederation is an independent juridical person and its associated Confederations for reasons of taxation and civil responsibility. However, there are cases where the separation between two companies (even if each company has different company and fiscal status) is ignored by a tribunal or the IRS, resulting in a potentially burdensome both legally and taxally.
In advance, all necessary measures must be taken to establish the NSA in accordance with the relevant state legislation for non-profit enterprises. As soon as the organisation is established, it must request the IRS to recognise tax-exempt treatment. Once established, the organisation must enter into specific partnership arrangements with each of its affiliates.
As a rule, there are no legal provisions requiring a company to perform due care when deciding to conclude a company contract. Charities with similar interests may join together through a joint managerial framework, whereby the groups would realise the efficiency of co-ordinated "back-office" activities such as bookkeeping, meetings administration, IT, HR and other supporting roles, possibly through the property of charities through a profit-oriented parent organisation.
While there are mechanism that could be used to bring about the co-ordinated transactions that many firms aspire to, the concept of for-profit "ownership" of firms is difficult for a number of factors, in particular for fiscal purposes, the barriers to the enticement of individuals into a tax-exempt unit, and state company limitations. A number of for-profit organizations - Associations Managment Companies or " "AMCs"" - administer the day-to-day affairs of many non-profit organizations.
Sometimes the non-profit organisation will have its own business identities, with signs and restricted entry, while in other cases there will be joint non-profit organisations with joint staff. The staff are officially hired by the AMC, but at least some of them are reporting to the board of directors of the non-profit organisations. It is a crucial part of this organisational structure that the AMC has no participation in the non-profit organisations.
AMC' s advantages are the professionality it can offer, especially for non-profit organisations with restricted resources. In general, a non-profit association can quite simply cancel its managerial partnership arrangement and move to another AMC or directly recruit its own employee. Conversely, a combined or combined group has the ceremonial character of a business conversion process that is not easy to unravel.
Mergers, consolidations, takeovers and the formation of a federal government require a high degree of involvement - but companies do not have to go so far to form an alliance. Non-profit organisations can form other strategy partnerships that are either transitory or sustainable, allowing both companies to "test the water" before committing to a more participatory or lasting agreement.
Reduced alternatives to the liquidation and liquidation of all the wealth of a non-profit organisation are the restricted acquisition or liquidation of wealth from one company to another. Generally, an investment in an investment can be beneficial if a non-profit organization wants to buy a single piece of real estate, a single operation, a single programme or a single division of another.
Administrators of both organizations have a significant duty of care to their members before completing the transaction, but, unless otherwise stipulated in the government documentation of the organizations, fractional transfer of assets usually does not necessitate the consent of an organization's non-members. For the cedant organisation, this has a manifest adverse impact on the reputation and legitimacy of the transfer.
Two or more non-profit organizations in a JV make their effort, wealth and experience available to realize a shared goal. Stakeholders may create a new unit (e.g. a private Limited Companies or a partnership) to implement the operation. These new entities may be granted exemption if they are organised and run for exempted ends.
However, companies generally tie certain assets to a JV without creating a new unit. In the case of a well-structured JV, a detailed commitment and risk-sharing arrangement between the parties is established in writing. JVs may be long term, expiring at a certain date or after a certain objective has been achieved, or they may be organised with an increasing number of mutually reinforcing liabilities and with a view to a possible combination.
While a company's articles of association may provide otherwise, it is not usually the case that the general members of a company agree to joint-ventures. One or more of the partner companies in a whole JV bring their entire wealth into the company. Non-profit companies usually enter into additional JVs with other companies.
Besides JVs, small JVs are mainly companies that do not become the main objective of the participating organisations, which are often temporary. Exempted companies looking for extra income streams may also engage in extra JVs with for-profit companies, provided that the JV promotes the objectives of the exempted companies and the exempted companies retain final ownership of at least the exempted objectives of the JV.
Shared Member Schemes usually allow an individual to join two organizations for a discounted subscription price. Those ventures allow members of one organisation to become more acquainted with another and are usually carried out as part of other programmes and common work. Programmes in this direction aim to draw companies together, often as a forerunner of a more formal coalition, but they allow companies to amend the agreement or dissolve it completely if conditions or aspirations are changed.
Exempted companies that decide to cooperate with other taxpayers or exempted companies must comply with certain statutory provisions to make sure that membership does not jeopardise the company's tax-exempt nature. In this section, three important fiscal approaches that companies must consider before belonging to another unit are discussed: independent trade earnings taxation, exempted organisation supervision and personal insurance.
Generally, exempted companies are exempted from taxation by the Confederation of incomes from occupations that are essentially related to their tax-exempt use. However, an exempted company may continue to be liable to the independent commercial property transfer duty ('UBIT'), which is levied on revenues arising from the exercise of a regular course of economic activity or activity but which is not materially related to the exempted company's objectives.
In order to determine EBIT, an operation is deemed to be'commercial or industrial' if it is performed to generate revenue from the selling of goods or the rendering ofervices. Revenue from a passiv asset - for example, an asset in which the exempted company allows another company to use its asset for which the company is receiving cash - is not regarded as an asset.
A business that is essentially related to a company's tax-exempt activities is not included in EBIT. An " essentially related " job directly helps to achieve one or more exempted ends. The mere need to earn revenue so that the organisation can achieve other objectives is not a legitimately tax-free objective.
Within the framework of commercial and industrial associations, an action is "essentially related" if it is aimed at improving the general terms and condition of its members. Receiving revenue from certain types of service that is provided for the convenience of individuals, although often useful to their particular organizations, typically results in an EBIT for the company in which those service offerings do not enhance the overall economics of the market.
A company jeopardises its tax-exempt position if the total amount of remuneration, net remuneration and/or personnel costs for non-related operations is "significant" in proportion to the company's tax-exempt use. To avoid the risk of losing the exemption position, many exempted companies decide to set up one or more liable affiliates in which they conduct non-related commercial operations.
Taxpaying affiliates are distinct but related companies. In general, a taxpayer affiliate can partner and participate in for-profit operations without jeopardizing the tax-exempt nature of its ultimate parent. However, the company's income taxes are not deductible from the income of the group. In certain circumstances, it is also advantageous to immunise the company against possible liabilities by transferring certain business operations to a stand-alone affiliate.
When a charitable organisation cooperates with another corporation, it will still be exempted only to the extend that (1) its interest promotes its exempted purpose and (2) the agreement allows the company to act solely in support of its exempted purpose. In cases where a tax-exempt corporation transfers "control" over twinning operations to a for-profit corporation, the IRS considers the twinning to be privately-owned and not publicly-owned.
Any agreement with a for-profit organisation that affects all or substantially all of the property of an exempted organisation is subject to the IRS requiring the exempted organisation to maintain controlling interest over the whole enterprise - e.g. controlling vote. If, however, the agreement covers only an insignificant part of the exempted entity's property, the IRS has authorised a framework in which the profit-oriented and exempted entities share managerial responsibility but the exempted organisation retains full ownership of the exempted elements of the agreement.
Charities often form short-term alliances with non-profit organizations to carry out a particular type of work. In most cases, these companies should not jeopardise the tax-exempt nature of a charitable company - even if the charitable special purpose association does not retain operative influence over the companies - as such operations are usually not significant business operations of the company.
Generally speaking, companies recognised as exempted under codes 501(c)(3) and 501(c)(6) are not allowed to enter into a deal leading to 'private injury'. "Personal liability insurance exists when a deal between an exempted organisation and an "insider" - i.e. someone closely related to or able to exercise a material effect on the exempted organisation - results in an advantage to the outsider above commercial value.
The subsidiary or associate of a charitable organisation may be regarded as an inside member. In order to establish whether the activity violates the ban on personal liability, the IRS examines in detail the agreements between exempted companies and companies liable to taxation. Therefore, an agreement with a for-profit unit, such as a managing body, must be concluded at arm's length and must be subject to careful scrutiny to make sure that the advantages for inside members are at or below commercial value.
Codes 501(c)(3) and 501(c)(4) Nor are organisations entitled to grant undue personal advantages to one or more persons, bodies, branches or the like; this may jeopardise the tax-exempt nature of the organisation. A number of possible combination and alliance arrangements are available for non-profit organizations to form with other organizations, both non-profit and for-profit.