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Legal Audit Checklist
The following is a generic outline / checklist which is designed to help social sector
organizations think strategically about possible legal issues facing their organizations. Each
topic below may require information gathering and review.
Regular legal audits can help social sector organizations maintain compliance with state
and federal laws, prevent conflicts and protect themselves from liability.
Items on the checklist may not be relevant to all organizations. This list is not intended to
be exhaustive and it may not include all relevant legal issues.
Form of Organization
If a form of organization has not been selected, review and discuss
advantages/disadvantages of various forms of organization (e.g., corporation, limited
liability company)
Corporations and Governance
Review Articles/Certificate of Incorporation and Bylaws
Review Board of Directors committee structure and committee charters
Review Board of Directors and committee minutes
Review corporate structure, including affiliates and joint ventures
Verify that state corporate filings, including annual reports, have been made
Review whether corporate registration and/or filings should be undertaken in
other jurisdictions
Review governance-related policies, including conflicts and ethics
Review insurance coverage
Federal Tax Law Compliance
Tax-exempt status, including IRS determination letter
Form 990 compliance and preparation for 2010 filing requirements