04/23/2026
Nonprofit Tax Risk & Strategy Series (Part 4): Related Party Transactions: How to Structure Them Properly
Transactions involving insiders are a common and necessary part of operating a nonprofit organization.
However, they are also one of the most closely reviewed areas by the IRS.
These transactions are not prohibited—but they must be properly structured, approved, documented, and disclosed to avoid compliance risk.
📊 What Is a Related Party Transaction?
A related party transaction generally involves an individual or entity that has a close relationship with the organization.
This may include:
• Officers and directors
• Key employees
• Family members of insiders
• Businesses owned or controlled by insiders
These relationships are disclosed on Form 990, including Schedule L, and may also affect other sections of the return.
🔹 Why the IRS Focuses on These Transactions
The IRS reviews related party transactions to ensure that the organization is not providing improper private benefit.
Even when transactions are legitimate, the IRS evaluates whether they:
• Are conducted at fair market value
• Serve the best interest of the organization
• Are approved through an independent process
• Are fully disclosed
In many cases, the issue is not the transaction itself—but the lack of transparency or documentation.
🔹 Common Areas of Risk
Business Transactions with Insiders
Payments to companies owned or controlled by insiders are common—but highly scrutinized.
Examples include:
• Consulting or advisory services
• Vendor contracts
• Professional services
These arrangements must be at arm’s length and supported by appropriate documentation.
Loans to or from Insiders
Loans involving insiders can raise concerns, particularly if:
• Terms are not clearly documented
• Interest rates are below market
• Repayment terms are unclear
All loan arrangements should be formalized and consistently applied.
Leases and Property Arrangements
Leasing office space, equipment, or other assets from insiders must reflect fair market value.
Informal arrangements or preferential terms can create compliance risk.
Transactions Involving Family Members
Transactions with family members of insiders are also subject to scrutiny.
These relationships may not always be obvious but must be identified and evaluated for disclosure purposes.
Incomplete or Missing Disclosures
One of the most common issues is failing to properly disclose related party transactions on Form 990.
This includes:
• Omitting transactions from Schedule L
• Providing incomplete information
• Inconsistent reporting across the return
Because Form 990 is publicly available, incomplete disclosures can raise questions even when transactions are appropriate.
📌 The Most Common Issue: Lack of Structure
Many organizations do not have a formal process for identifying and managing related party transactions.
As a result:
• Transactions may not be flagged early
• Documentation may be incomplete
• Disclosures may be inconsistent
The issue is often not the transaction itself—but the absence of a clear process and oversight.
📊 How to Structure Related Party Transactions Properly
Organizations can reduce risk by implementing structured procedures:
• Identify related parties in advance through conflict of interest disclosures
• Ensure transactions are evaluated at fair market value
• Obtain approval from disinterested board members
• Document how terms were determined (including comparability data)
• Ensure accurate and complete disclosure on Form 990
A proactive approach is key.
📊 Why This Matters
Related party transactions are visible not only to the IRS, but also to:
• Donors and grantors
• Regulators
• Charity watchdog organizations
Improperly structured or disclosed transactions can lead to:
• Increased IRS scrutiny
• Questions about governance practices
• Potential excise taxes in certain cases
• Reputational risk
📌 Final Thought
Related party transactions are not inherently problematic—but they are highly visible and closely reviewed.
When structured, documented, and disclosed properly, they can be managed effectively without creating compliance risk.
The key is not avoiding these transactions—but handling them with transparency and oversight.
🔜 In Part 5, we’ll focus on:
Governance & internal controls—and what your Form 990 reveals about your organization