Form 990 Instructions
Instructions for Form 990 Return of Organization Exempt From Income Tax, Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except private foundations)
Rev. 2023
Related Forms
- Form 990 - Return of Organization Exempt From Income Tax
Department of the Treasury
Internal Revenue Service
2023
Instructions for Form 990
Return of Organization
Exempt From Income Tax
Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code
(except private foundations)
Section references are to the Internal Revenue Code unless
otherwise noted.
Contents
Page
Appendix A. Exempt Organizations Reference
Contents
Page
Appendix B. How To Determine Whether an
Organization's Gross Receipts Are Normally
Appendix C. Special Gross Receipts Tests for
Determining Exempt Status of Section 501(c)
B. Organizations Not Required To File Form
Appendix E. Group Returns—Reporting
C. Sequencing List To Complete the Form
Appendix F. Disregarded Entities and Joint
Appendix G. Section 4958 Excess Benefit
Appendix H. Forms and Publications To File or
Appendix I. Use of Form 990 or 990-EZ To Satisfy
J. Requirements for a Properly Completed
Appendix K. Reporting Information for Section
Future Developments
Part III. Statement of Program Service
For the latest information about developments related to Form
990 and its instructions, such as legislation enacted after they
Part V. Statements Regarding Other IRS
Reminders
Ann. 2021-18 revoked Ann. 2001-33. Ann. 2001-33, 2001-17
I.R.B. 1137, provided tax-exempt organizations with reasonable
cause for purposes of relief from the penalty imposed under
section 6652(c)(1)(A)(ii) if they reported compensation on their
annual information returns in the manner described in Ann.
2001-33 instead of in accordance with certain form instructions.
Ann. 2021-18, 2021-52 I.R.B. 910, revoked Ann. 2001-33 and
instructs affected tax-exempt organizations to follow the specific
instructions for Form 990, Form 990-EZ, and Form 990-PF,
effective for annual information returns required for tax years
beginning on or after January 1, 2022.
Part VI. Governance, Management, and
Part VII. Compensation of Officers, Directors,
Trustees, Key Employees, Highest
Compensated Employees, and
Section 501(c)(21) trusts. Form 990-BL, Information and
Initial Excise Tax Return for Black Lung Benefit Trusts and
Certain Related Persons, has been a historical form since tax
year 2021. Section 501(c)(21) trusts can no longer file Form
990-BL and will file Form 990 (or submit Form 990-N, Electronic
Notice (e-Postcard) for Tax-Exempt Organizations Not Required
To File Form 990 or 990-EZ, if eligible) to meet their annual filing
Appendix of Special Instructions to Form 990
Dec 14, 2023
Cat. No. 11283J
obligations under section 6033. Some section 501(c)(21) trusts
may also be required to file Form 6069, Return of Certain Excise
Taxes on Mine Operators, Black Lung Trusts, and Other Persons
Under Sections 4951, 4952, and 4953.
and the filing organization (see Appendix D), and can be
required to be filed with state governments to satisfy state
reporting requirements. See Appendix I. Use of Form 990 or
990-EZ To Satisfy State Reporting Requirements.
Reminder: Don't include social security numbers
Purpose of Form
(SSNs) on publicly disclosed forms. Because the
!
Forms 990 and 990-EZ are used by tax-exempt organizations,
nonexempt charitable trusts, and section 527 political
organizations to provide the IRS with the information required by
section 6033.
CAUTION
filing organization and the IRS are required to publicly
disclose the organization's annual information returns, SSNs
shouldn't be included on this form. By law, with limited
exceptions, neither the organization nor the IRS may remove that
information before making the form publicly available.
Documents subject to disclosure include statements and
attachments filed with the form. For more information, see
Appendix D.
An organization's completed Form 990 or 990-EZ, and a
section 501(c)(3) organization's Form 990-T, Exempt
Organization Business Income Tax Return, are generally
available for public inspection as required by section 6104.
Schedule B (Form 990), Schedule of Contributors, is available
for public inspection for section 527 organizations filing Form
990 or 990-EZ. For other organizations that file Form 990 or
990-EZ, parts of Schedule B (Form 990) can be open to public
inspection. See Appendix D. Public Inspection of Returns, and
the Instructions for Schedule B (Form 990) for more details.
Helpful hints. The following hints can help you more efficiently
review these instructions and complete the form.
See General Instructions, Section C, later, which provides
•
guidance on the recommended order for completing the form
and applicable statements.
Throughout these instructions, “the organization” and the
•
Some members of the public rely on Form 990 or 990-EZ as
their primary or sole source of information about a particular
organization. How the public perceives an organization in such
cases can be determined by information presented on its return.
“filing organization” both refer to the organization filing Form 990.
Unless otherwise specified, information should be provided
•
for the organization's tax year. For instance, an organization
should answer “Yes” to a question asking whether it conducted a
certain type of activity only if it conducted that activity during the
tax year.
Photographs of Missing Children
The Internal Revenue Service is a proud partner with the
Photographs of missing children selected by the Center may
appear in instructions on pages that would otherwise be blank.
You can help bring these children home by looking at the
photographs and calling 1-800-THE-LOST (1-800-843-5678) if
you recognize a child.
The examples appearing throughout the Instructions for Form
•
990 are illustrative only. They are for the purpose of completing
this form and aren't all-inclusive.
Instructions for the Form 990 schedules are published
•
separately from these instructions.
Organizations that have $1,000 or more for the tax year
of total gross income from all unrelated trades or
!
CAUTION
businesses must file Form 990-T to report and pay tax
Phone Help
on the resulting unrelated business taxable income (UBTI), in
addition to any required Form 990, 990-EZ, or 990-N.
If you have questions and/or need help completing Form 990,
please call 877-829-5500. This toll-free telephone service is
available Monday through Friday.
A. Who Must File
Email Subscription
Most organizations exempt from income tax under section
501(a) must file an annual information return (Form 990 or
990-EZ) or submit an annual electronic notice (Form 990-N),
depending upon the organization's gross receipts and total
assets.
The IRS has established a subscription-based email service for
tax professionals and representatives of tax-exempt
organizations. Subscribers will receive periodic updates from the
IRS regarding exempt organization tax law and regulations,
available services, and other information. To subscribe, go to
An organization may not file a “consolidated” Form 990
to aggregate information from another organization that
TIP
has a different employer identification number (EIN),
unless it is filing a group return and reporting information from a
subordinate organization or organizations, reporting
information from a joint venture or disregarded entity (see
Appendix E. Group Returns—Reporting Information on Behalf of
the Group, and Appendix F. Disregarded Entities and Joint
Ventures—Inclusion of Activities and Items, later), or as
otherwise provided for in the Code, regulations, or official IRS
guidance. A parent-exempt organization of a section 501(c)(2)
title-holding company may file a consolidated Form 990-T with
the section 501(c)(2) organization, but not a consolidated Form
990.
General Instructions
Overview of Form 990
Note. Terms in bold are defined in the Glossary of the
Instructions for Form 990.
Form 990 is an annual information return required to be filed with
the IRS by most organizations exempt from income tax under
section 501(a), and certain political organizations and
nonexempt charitable trusts. Parts I through XII of the form
must be completed by all filing organizations and require
reporting on the organization's exempt and other activities,
finances, governance, compliance with certain federal tax filings
and requirements, and compensation paid to certain persons.
Additional schedules are required to be completed depending
upon the activities and type of the organization. By completing
Part IV, the organization determines which schedules are
required. The entire completed Form 990 filed with the IRS,
except for certain contributor information on Schedule B (Form
990), is required to be made available to the public by the IRS
Form 990 must be filed by an organization exempt from
income tax under section 501(a) (including an organization that
hasn't applied for recognition of exemption) if it has either (1)
gross receipts greater than or equal to $200,000, or (2) total
assets greater than or equal to $500,000 at the end of the tax
year (with exceptions described below for organizations eligible
to submit Form 990-N and for certain organizations described in
Section B. Organizations Not Required To File Form 990 or
990-EZ, later). This includes:
2
Instructions to Form 990
Organizations described in section 501(c)(3) (other than
2. The exclusively religious activities of a religious order; or
•
private foundations), and
3. An organization, the gross receipts of which are normally
not more than $5,000, that supports a section 501(c)(3) religious
organization.
Organizations described in other 501(c) subsections.
Gross receipts are the total amounts the organization
•
received from all sources during its tax year, without subtracting
any costs or expenses. See Appendix B. How To Determine
Whether an Organization's Gross Receipts Are Normally
$50,000 (or $5,000) or Less, later, for a discussion of gross
receipts.
If the organization is described in (3) but not in (1) or (2), then it
must submit Form 990-N unless it voluntarily files Form 990 or
990-EZ.
Section 501(c)(7) and 501(c)(15) organizations. Section
501(c)(7) and 501(c)(15) organizations apply the same gross
receipts test as other organizations to determine whether they
must file Form 990, but use a different definition of gross receipts
to determine whether they qualify as tax exempt for the tax year.
See Appendix C. Special Gross Receipts Tests for Determining
Exempt Status of Section 501(c)(7) and 501(c)(15)
For purposes of Form 990 reporting, the term “section 501(c)
(3)” includes organizations exempt under sections 501(e) and (f)
(cooperative service organizations), 501(j) (amateur sports
organizations), 501(k) (childcare organizations), and 501(n)
(charitable risk pools). In addition, any organization described in
one of these sections is also subject to section 4958 if it obtains
a determination letter from the IRS stating that it is described in
section 501(c)(3).
Organizations for more information.
Section 527 political organizations. A tax-exempt political
organization must file Form 990 or 990-EZ if it had $25,000 or
more in gross receipts during its tax year, even if its gross
receipts are normally $50,000 or less, unless it meets one of the
exceptions for certain political organizations under Section B,
later. A qualified state or local political organization must file
Form 990 or 990-EZ only if it has gross receipts of $100,000 or
more. Political organizations aren't required to submit Form
990-N.
Form 990-N. If an organization normally has gross receipts of
$50,000 or less, it must submit Form 990-N, if it chooses not to
file Form 990 or 990-EZ (with exceptions described below for
certain section 509(a)(3) supporting organizations and for
certain organizations described in Section B, later). See
Appendix B for a discussion of gross receipts.
Form 990-EZ. If an organization has gross receipts less than
$200,000 and total assets at the end of the tax year less than
$500,000, it can choose to file Form 990-EZ, Short Form Return
of Organization Exempt From Income Tax, instead of Form 990.
See the Instructions for Form 990-EZ for more information. See
the special rules below regarding section 501(c)(21) black
lung trusts, controlling organizations under section 512(b)
(13), and sponsoring organizations of donor advised funds.
Section 4947(a)(1) nonexempt charitable trusts. A
nonexempt charitable trust described under section 4947(a)
(1) (if it isn't treated as a private foundation) is required to file
Form 990 or 990-EZ, unless excepted under Section B, later.
Such a trust is treated like an exempt section 501(c)(3)
organization for purposes of completing the form. Section
4947(a)(1) trusts must complete all sections of the Form 990 and
schedules that section 501(c)(3) organizations must complete.
All references to a section 501(c)(3) organization in the Form
990, schedules, and instructions include a section 4947(a)(1)
trust (for instance, such a trust must complete Schedule A (Form
990), Public Charity Status and Public Support, unless otherwise
specified). If such a trust doesn't have any taxable income under
subtitle A of the Code, it can file Form 990 or 990-EZ to meet its
section 6012 filing requirement and doesn't have to file Form
1041, U.S. Income Tax Return for Estates and Trusts.
If an organization eligible to submit the Form 990-N or file the
Form 990-EZ chooses to file the Form 990, it must file a
complete return.
Foreign and U.S. territory organizations. Foreign
organizations and U.S. territory organizations as well as
domestic organizations must file Form 990 or 990-EZ unless
specifically excepted under Section B, later. Report amounts in
U.S. dollars and state what conversion rate the organization
uses. Combine amounts from inside and outside the United
States and report the total for each item. All information must be
written in English.
Returns when exempt status not yet established. An
organization is required to file Form 990 under these instructions
if the organization claims exempt status under section 501(a) but
hasn't established such exempt status by filing Form 1023,
Application for Recognition of Exemption Under Section 501(c)
(3) of the Internal Revenue Code; Form 1023-EZ, Streamlined
Application for Recognition of Exemption Under Section 501(c)
(3) of the Internal Revenue Code; Form 1024, Application for
Recognition of Exemption Under Section 501(a); or Form
1024-A, Application for Recognition of Exemption Under Section
501(c)(4) of the Internal Revenue Code, and receiving an IRS
determination letter recognizing tax-exempt status. In such a
case, the organization must check the “Application pending”
checkbox on Form 990, item B, page 1 (whether or not a Form
1023, 1023-EZ, 1024, or 1024-A has been filed) to indicate that
Form 990 is being filed in the belief that the organization is
exempt under section 501(a), but that the IRS hasn't yet
recognized such exemption.
Section 501(c)(21) black lung trusts. The trustee of a trust
exempt from tax under section 501(a) and described in section
501(c)(21) must file Form 990 and not Form 990-EZ, unless the
trust normally has gross receipts in each tax year of not more
than $50,000 and can file Form 990-N.
Sponsoring organizations of donor advised funds. If
required to file an annual information return for the year,
sponsoring organizations of donor advised funds must file
Form 990 and not Form 990-EZ.
Controlling organizations described in section 512(b)(13).
A controlling organization of one or more controlled entities,
as described in section 512(b)(13), must file Form 990 and not
Form 990-EZ if it is required to file an annual information return
for the year and if there was any transfer of funds between the
controlling organization and any controlled entity during the year.
To be recognized as exempt retroactive to the date of its
organization or formation, an organization claiming tax-exempt
status under section 501(c) (other than 501(c)(29)) must
generally file an application for recognition of exemption (Form
1023, 1023-EZ, 1024, or 1024-A) within 27 months of the end of
the month in which it was legally organized or formed.
Section 509(a)(3) supporting organizations. A section
509(a)(3) supporting organization must file Form 990 or
990-EZ, even if its gross receipts are normally $50,000 or less,
and even if it is described in Rev. Proc. 96-10, 1996-1 C.B. 577,
or is an affiliate of a governmental unit described in Rev. Proc.
95-48,1995-2 C.B. 418, unless it qualifies as:
1. An integrated auxiliary of a church described in
Regulations section 1.6033-2(h);
3
2023 Instructions for Form 990
An organization that has filed a letter application for
recognition of exemption as a qualified nonprofit health
insurance issuer under section 501(c)(29), or plans to do
11. Foreign organizations and organizations located in U.S.
territories, whose gross receipts from sources within the
United States are normally $50,000 or less and which didn't
engage in significant activity in the United States (other than
investment activity). Such organizations, if they claim U.S. tax
exemption or are recognized by the IRS as tax exempt, are
generally required to submit Form 990-N if they choose not to file
Form 990 or 990-EZ.
!
CAUTION
so, but hasn't yet received an IRS determination letter
recognizing exempt status, must check the “Application pending”
checkbox on the Form 990, item B, page 1 .
B. Organizations Not Required To File
Form 990 or 990-EZ
If a foreign organization or U.S. territory organization is required
to file Form 990 or 990-EZ, then its worldwide gross receipts, as
well as assets, are taken into account in determining whether it
qualifies to file Form 990-EZ.
An organization doesn't have to file Form 990 or 990-EZ even if it
has at least $200,000 of gross receipts for the tax year or
$500,000 of total assets at the end of the tax year if it is
described below (except for section 509(a)(3) supporting
organizations, which are described earlier). See Section A. Who
Must File, earlier, to determine if the organization can file Form
990-EZ instead of Form 990. An organization described in
paragraph 10, 11, or 13 of this Section B is required to submit
Form 990-N unless it voluntarily files Form 990 or 990-EZ, as
applicable.
Certain organizations that file different kinds of annual
information returns.
12. A private foundation (including a private operating
foundation) exempt under section 501(c)(3) and described in
section 509(a). Use Form 990-PF, Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation. Also
use Form 990-PF for a taxable private foundation, a section
4947(a)(1) nonexempt charitable trust treated as a private
foundation, and a private foundation terminating its status by
becoming a public charity under section 507(b)(1)(B) (for tax
years within its 60-month termination period). If the organization
successfully terminates, then it files Form 990 or 990-EZ in its
final year of termination.
Certain religious organizations.
1. A church, an interchurch organization of local units of a
church, a convention or association of churches, or an integrated
auxiliary of a church as described in Regulations section
1.6033-2(h) (such as a men's or women's organization, religious
school, mission society, or youth group).
2. A church-affiliated organization that is exclusively
engaged in managing funds or maintaining retirement programs
and is described in Rev. Proc. 96-10. But see the filing
requirements for section 509(a)(3) supporting organizations in
Section A, earlier.
13. A religious or apostolic organization described in section
501(d). Use Form 1065, U.S. Return of Partnership Income.
14. A stock bonus, pension, or profit-sharing trust that
qualifies under section 401. Use Form 5500, Annual Return/
Report of Employee Benefit Plan.
3. A school below college level affiliated with a church or
operated by a religious order described in Regulations section
1.6033-2(g)(1)(vii).
4. A mission society sponsored by, or affiliated with, one or
more churches or church denominations, if more than half of the
society's activities are conducted in, or directed at, persons in
foreign countries.
Subordinate organizations in a group exemption
which are included in a group return filed by the
central organization for the tax year shouldn't file a
TIP
separate Form 990, 990-EZ, or 990-N for the tax year.
C. Sequencing List To Complete the
Form and Schedules
5. An exclusively religious activity of any religious order
You may find the following list helpful. It limits jumping from one
part of the form to another to make a calculation or determination
needed to complete an earlier part. Certain later parts of the
form must first be completed in order to complete earlier parts. In
general, first complete the core form, and then complete
alphabetically Schedules A–N and Schedule R, except as
provided below. Schedule O (Form 990), Supplemental
Information to Form 990 or 990-EZ, should be completed as the
core form and schedules are completed. Note that all
described in Rev. Proc. 91-20, 1991-1 C.B. 524.
Certain governmental organizations.
6. A state institution whose income is excluded from gross
income under section 115.
7. A governmental unit or affiliate of a governmental unit
described in Rev. Proc. 95-48. But see the filing requirements for
section 509(a)(3) supporting organizations in Section A, earlier.
8. An organization described in section 501(c)(1). A section
501(c)(1) organization is a corporation organized under an Act of
Congress that is an instrumentality of the United States, and
exempt from federal income taxes.
organizations filing Form 990 must file Schedule O.
A public charity described in section 170(b)(1)(A)(iv),
170(b)(1)(A)(vi), or 509(a)(2) that isn't within its initial 5
years of existence should first complete Part II or III of
TIP
Certain political organizations.
Schedule A (Form 990) to ensure that it continues to qualify as a
public charity for the tax year. If it fails to qualify as a public
charity, then it must file Form 990-PF rather than Form 990 or
990-EZ, and check the box for “Initial return of a former public
charity” on page 1 of Form 990-PF.
9. A political organization that is:
A state or local committee of a political party,
•
•
•
•
A political committee of a state or local candidate,
A caucus or association of state or local officials, or
Required to report under the Federal Election Campaign Act
of 1971 as a political committee (as defined in section 301(4) of
1. Complete items A through F and H(a) through M in the
heading of Form 990, on page 1.
such Act).
Certain organizations with limited gross receipts.
2. See the instructions for definitions of related
10. An organization whose gross receipts are normally
$50,000 or less. Such organizations are generally required to
submit Form 990-N if they choose not to file Form 990 or
990-EZ. To determine what an organization's gross receipts
“normally” are, see Appendix B .
organization and control and determine the organization's
related organizations required to be listed on Schedule R (Form
990), Related Organizations and Unrelated Partnerships.
3. Determine the organization's officers, directors, trustees,
key employees, and five highest compensated employees
required to be listed on Form 990, Part VII, Section A.
4
2023 Instructions for Form 990
4. Complete Parts VIII, IX, and X of Form 990.
990-series filing requirement or income tax return filing
requirement at any time during that 10-year period, it must also
file a Form 1128, Application To Adopt, Change, or Retain a Tax
Year, with the short-period return. See Rev. Proc. 85-58, 1985-2
C.B. 740.
If an organization that submits Form 990-N changes its
accounting period, it must report this change on Form 990, Form
990-EZ, or Form 1128, or by sending a letter to Internal Revenue
Service, 1973 Rulon White Blvd., Ogden, UT 84201.
5. Complete item G in the heading section of Form 990, on
page 1.
6. Complete Parts III, V, VII, XI, and XII of Form 990.
7. See the Instructions for Schedule L (Form 990),
Transactions With Interested Persons, and complete Schedule L
(Form 990) (if required).
8. Complete Part VI of Form 990. Transactions reported on
Schedule L (Form 990) are relevant to determining
independence of members of the governing body under Form
990, Part VI, line 1b.
Accounting Methods
An “accounting method,” for federal income tax purposes, is a
practice a taxpayer follows to determine the tax year in which to
report revenue and expenses for federal income tax purposes.
An accounting method includes not only the overall plan of
accounting for gross income or deductions (for example, an
accrual method or the cash receipts and disbursement method),
but also the treatment of any item that involves the proper time
for the inclusion of an item in income or the taking of an item as a
deduction, or both. However, a practice that does not affect the
timing for reporting an item of income or deduction for purposes
of determining taxable income is not an accounting method. A
taxpayer, including a tax-exempt entity, generally adopts any
permissible accounting method in the first year in which it uses
the method in determining its taxable income. See Rev. Proc.
2015-13, 2015-5 I.R.B. 419, as modified by Rev. Proc. 2021-34
and any successor, for general procedures for obtaining consent
to change an accounting method.
9. Complete Part I of Form 990 based on information derived
from other parts of the form.
10. Complete Part IV of Form 990 to determine which
schedules must be completed by the organization.
11. Complete Schedule O (Form 990) and any other
applicable schedules (for “Yes” boxes that were checked in Part
IV). Use Schedule O (Form 990) to provide required
supplemental information and other narrative explanations for
questions on the core Form 990. For questions on Form 990
schedules, use the narrative part of each schedule to provide
supplemental narrative.
12. Complete Part II, Signature Block, of Form 990.
D. Accounting Periods and Methods
These are the accounting periods covered under the law.
An exempt organization may adopt an accounting
Accounting Periods
method not only for purposes of calculating taxable
!
CAUTION
income, but also for purposes of determining whether
Calendar year. Use the 2023 Form 990 to report on the 2023
calendar year accounting period. A calendar year accounting
period begins on January 1 and ends on December 31.
taxable income will be subject to federal income tax. For
example, a tax-exempt entity may adopt an accounting method
for an item of income from an unrelated trade or business activity
even if the gross income from such activity is less than $1,000
and is therefore not taxed for federal income tax purposes
pursuant to Regulations section 1.6012-2(e).
Fiscal year. If the organization has established a fiscal year
accounting period, use the 2023 Form 990 to report on the
organization's fiscal year that began in 2023 and ended 12
months later. A fiscal year accounting period should normally
coincide with the natural operating cycle of the organization. Be
certain to indicate in item A of Form 990, page 1, the date the
organization's fiscal year began in 2023 and the date the fiscal
year ended in 2024.
An accounting method for an item of income or deduction
may generally be adopted separately for each of the taxpayer’s
trades or businesses. However, in order to be permissible, an
accounting method must clearly reflect the taxpayer’s income.
Unless instructed otherwise, the organization should generally
use the same accounting method on the return (including the
Form 990 and all schedules) to report revenue and expenses
that it regularly uses to keep its books and records.
Short period. A short accounting period is a period of less than
12 months, which exists when an organization first commences
operations, changes its accounting period, or terminates. If the
organization's short year began in 2023, and ended before
December 31, 2023 (not on or after December 31, 2023), it may
use either 2022 Form 990 or 2023 Form 990 to file for the short
year. If using the 2022 return, provide the information for
designated years listed on the return, other than the tax year
being reported, as if the years shown in the form text and
headings were updated. For example, if filing for a short period
beginning in 2023 on the 2022 Form 990, provide the information
on Schedule A, Part II, for the tax years 2019–2023, rather than
for tax years 2018–2022. Check the “Initial return” box or the
“Final return/terminated” box in item B of the heading if either of
those situations applies.
Accounting method change. Once a taxpayer, including a
tax-exempt entity, adopts an accounting method for federal
income tax purposes, the taxpayer must generally request the
IRS’s consent before it can change its accounting method (even
if the year in which the taxpayer seeks to make the change is a
year in which it generates only tax-exempt income or is
otherwise not taxed on its taxable income). In most cases, a
taxpayer requests consent to change an accounting method by
filing a Form 3115, Application for Change in Accounting
Method. See Rev. Proc. 2015-13, as modified by Rev. Proc.
2021-34 and any successor, for general procedures for obtaining
consent to change an accounting method.
Accounting period change. If the organization changes its
accounting period, it must file a Form 990 for the short period
resulting from the change. If you are filing a short period return
because you changed your accounting period, use software with
a change of accounting period field to file. Also, include the
reason for the change, either “Form 1128 was approved” or
“Revenue Procedure 85-58 rules apply.”
If the organization has previously changed its annual
accounting period at any time within the 10-calendar-year period
that includes the beginning of the short period resulting from
the current change in accounting period, and it had a Form
Depending on the specific accounting method change
being requested, the taxpayer may be able to request
!
CAUTION
“automatic” consent. This means that as long as the
taxpayer follows the applicable procedures, the taxpayer does
not have to wait for formal approval by the IRS before applying
the new accounting method. See Rev. Proc. 2023-24, 2023-8
I.R.B. 1207, or its successor, for a list of accounting method
changes that generally qualify for automatic consent.
5
2023 Instructions for Form 990
For example, a tax-exempt entity that has adopted an
accounting method for an item of income from an unrelated trade
or business must generally request consent before it can change
its method of accounting for that item in any subsequent year.
This is true regardless of whether gross income from the
unrelated trade or business is greater than or equal to $1,000 in
such subsequent year.
Alternatively, if a taxpayer, including a tax-exempt entity, has
not yet adopted an accounting method for an item of income or
deduction, a change in how the entity reports the item is not a
change in accounting method. In this case, the procedures
applicable to requests for accounting method changes (for
example, the requirement to file a Form 3115) are not applicable.
required to provide such reconciliations on Schedule D (Form
990), Parts XI through XII.
See Pub. 538, Accounting Periods and Methods, and the
instructions for Forms 1128 and 3115, about reporting
changes to accounting periods and methods.
TIP
E. When, Where, and How To File
File Form 990 by the 15th day of the 5th month after the
organization's accounting period ends (May 15th for a
calendar-year filer). If the due date falls on a Saturday, Sunday,
or legal holiday, file on the next business day. A business day is
any day that isn't a Saturday, Sunday, or legal holiday.
Thus, a tax-exempt entity that has never taken into account
an item of income or deduction in determining taxable income
does not have to request consent to change its method of
reporting that item on Form 990. Additionally, a tax-exempt entity
that has never been subject to federal income tax on an item of
income or deduction but that is required to file a Form 990-T
solely due to owing a section 6033(e)(2) proxy tax does not have
to request consent to change its method for reporting the item.
If the organization is liquidated, dissolved, or terminated, file
the return by the 15th day of the 5th month after liquidation,
dissolution, or termination.
If the return isn't filed by the due date (including any extension
granted), provide a reasonable-cause explanation giving the
reasons for not filing on time.
Required electronic filing. If you are filing a 2023 Form 990,
you are required to file electronically.
Adjustments required when changing an accounting meth-
od. A taxpayer, including a tax-exempt entity, that changes its
accounting method must generally calculate and report an
adjustment to ensure that no portion of the item being changed
is permanently omitted or duplicated (see section 481(a)).
However, depending on the specific method change, the IRS
may provide that an adjustment is not required or permitted. An
organization must report any adjustment required by section
481(a) in Parts VIII through XI and on Schedule D (Form 990),
Parts XI and XII, as applicable, and provide an explanation for
the change on Schedule O (Form 990).
For additional information on the electronic filing requirement,
F. Extension of Time To File
Use Form 8868, Application for Extension of Time To File an
Exempt Organization Return or Excise Taxes Related to
Employee Benefit Plans, to request an automatic extension of
time to file.
G. Amended Return/Final Return
To amend the organization's return for any year, file a new return
including any required schedules. Use the version of Form 990
applicable to the year being amended. The amended return
must provide all the information called for by the form and
instructions, not just the new or corrected information. Check the
“Amended return” box in item B in the heading area of the form.
Also, enter on Schedule O (Form 990) which parts and
schedules of the Form 990 were amended and describe the
amendments.
Generally, a taxpayer, including a tax-exempt entity, will
recognize a positive section 481(a) adjustment (such as
!
CAUTION
an increase to income) ratably over 4 tax years and will
recognize a negative section 481(a) adjustment in full in the year
of change. See Rev. Proc. 2015-13, as modified by Rev. Proc.
2021-34 and any successor, for general procedures for obtaining
consent to change an accounting method.
However, as discussed above, if a tax-exempt entity has not
yet adopted an accounting method for an item, a change in how
the entity reports the item for purposes of the Form 990 is not a
change in accounting method. In this case, an adjustment under
section 481(a) is not required or permitted.
The organization can file an amended return at any time to
change or add to the information reported on a previously filed
return for the same period. It must make the amended return
available for inspection for 3 years from the date of filing or 3
years from the date the original return was due, whichever is
later.
State reporting. Many states that accept Form 990 in place of
their own forms require that all amounts be reported based on
the accrual method of accounting. If the organization prepares
Form 990 for state reporting purposes, it can file an identical
return with the IRS even though the return doesn't agree with the
books of account, unless the way one or more items are reported
on the state return conflicts with the instructions for preparing
Form 990 for filing with the IRS.
Example 1. The organization maintains its books on the
cash receipts and disbursements method of accounting but
prepares a Form 990 return for the state based on the accrual
method. It could use that return for reporting to the IRS.
Example 2. A state reporting requirement requires the
organization to report certain revenue, expense, or balance
sheet items differently from the way it normally accounts for them
on its books. A Form 990 prepared for that state is acceptable for
IRS reporting purposes if the state reporting requirement doesn't
conflict with the Instructions for Form 990.
If the organization needs a complete copy of its previously
filed return, it can file Form 4506, Request for Copy of Tax
Return.
If the return is a final return, the organization must check the
“Final return/terminated” box in item B in the heading area of the
form, and complete Schedule N (Form 990), Liquidation,
Termination, Dissolution, or Significant Disposition of Assets.
Amended returns and state filing considerations. State law
may require that the organization send a copy of an amended
Form 990 return (or information provided to the IRS
supplementing the return) to the state with which it filed a copy of
Form 990 to meet that state's reporting requirement. A state may
require an organization to file an amended Form 990 to satisfy
state reporting requirements, even if the original return was
accepted by the IRS.
An organization should keep a reconciliation of any
differences between its books of account and the Form 990 that
is filed. Organizations with audited financial statements are
H. Failure-To-File Penalties
Against the organization. Under section 6652(c)(1)(A), a
penalty of $20 a day, not to exceed the lesser of $12,000 or 5%
6
2023 Instructions for Form 990
of the gross receipts of the organization for the year, can be
charged when a return is filed late, unless the organization
shows that the late filing was due to reasonable cause.
Organizations with annual gross receipts exceeding
$1,208,500 are subject to a penalty of $120 for each day failure
continues (with a maximum penalty for any one return of
$60,000). The penalty applies on each day after the due date
that the return isn't filed.
Tax-exempt organizations that are required to file
electronically but don't are deemed to have failed to file the
return. This is true even if a paper return is submitted.
The penalty can also be charged if the organization files an
incomplete return, such as by failing to complete a required line
item or a required part of a schedule. To avoid penalties and
having to supply missing information later:
A subordinate organization may choose to file a separate
annual information return instead of being included in the group
return.
If the central organization is required to file a return for itself,
it must file a separate return and can't be included in the group
return. See Regulations section 1.6033-2(d)(1). See Section B,
earlier, for a list of organizations not required to file.
Every year, each subordinate organization must authorize the
central organization in writing to include it in the group return and
must declare, under penalties of perjury, that the authorization
and the information it submits to be included in the group return
are true and complete.
The central organization should send the annual information
update required to maintain a group exemption ruling (a separate
requirement from the annual return) to:
Complete all applicable line items;
•
Unless instructed to skip a line, answer each question on the
•
Department of the Treasury
Internal Revenue Service Center
Ogden, UT 84201-0027
return;
Make an entry (including a zero when appropriate) on all lines
•
requiring an amount or other information to be reported; and
Provide required explanations as instructed.
•
For special instructions regarding answering certain Form 990
questions about parts or schedules in the context of a group
return, see Appendix E.
Also, this penalty can be imposed if the organization's return
contains incorrect information. For example, an organization that
reports contributions net of related fundraising expenses can be
subject to this penalty.
J. Requirements for a Properly
Completed Form 990
Use of a paid preparer doesn't relieve the organization of its
responsibility to file a complete and accurate return.
All organizations filing Form 990 must complete Parts I through
XII, Schedule O (Form 990), and any schedules for which a “Yes”
response is indicated in Part IV. If an organization isn't required
to file Form 990 but chooses to do so, it must file a complete
return and provide all of the information requested, including the
required schedules.
Against responsible person(s). If the organization doesn't file
a complete return or doesn't furnish correct information, the IRS
will send the organization a letter that includes a fixed time to
fulfill these requirements. After that period expires, the person
failing to comply will be charged a penalty of $10 a day. The
maximum penalty on all persons for failures for any one return
shall not exceed $6,000.
There are also penalties (fines and imprisonment) for willfully
not filing returns and for filing fraudulent returns and statements
with the IRS (see sections 7203, 7206, and 7207). States can
impose additional penalties for failure to meet their separate
filing requirements.
Public inspection. In general, all information the organization
reports on or with its Form 990, including schedules and
attachments, will be available for public inspection. Note,
however, the special rules for Schedule B (Form 990), a required
schedule for certain organizations that file Form 990. Make sure
PDF attachments (if any) are clear and legible. For more
information on public inspection requirements, see Appendix D,
and Pub. 557, Tax-Exempt Status for Your Organization.
Automatic revocation for nonfiling for 3 consecutive years.
The law requires most tax-exempt organizations to file an annual
Form 990, 990-EZ, or 990-PF with the IRS, or to submit a Form
990-N e-Postcard to the IRS. For information on exceptions to
this requirement, go to Annual Exempt Organization Return:
Who Must File. If an organization fails to file an annual return or
submit a notice as required for 3 consecutive years, its
tax-exempt status is automatically revoked on and after the due
date for filing its third annual return or notice. Organizations that
lose their tax-exempt status may need to file income tax returns
and pay income tax, but may apply for reinstatement of
Signature. A Form 990 isn't complete without a proper
signature. For details, see the instructions under Part II,
Signature Block, later.
Recordkeeping. The organization's records should be kept for
as long as they may be needed for the administration of any
provision of the Internal Revenue Code. Usually, records that
support an item of income, deduction, or credit must be kept for
a minimum of 3 years from the date the return is due or filed,
whichever is later. Keep records that verify the organization's
basis in property for as long as they are needed to figure the
basis of the original or replacement property. Applicable law and
an organization's policies can require that the organization retain
records longer than 3 years. Form 990, Part VI, line 14, asks
whether the organization has a document retention and
destruction policy.
I. Group Return
A central, parent, or similar organization can file a group return
on Form 990 for two or more subordinate or local organizations
that are:
Affiliated with the central organization at the time its tax year
The organization should also keep copies of any returns it has
filed. They help in preparing future returns and in making
computations when filing an amended return.
•
ends,
Subject to the central organization's general supervision or
•
control,
Rounding off to whole dollars. The organization must round
off cents to whole dollars on the returns and schedules, unless
otherwise noted for particular questions. To round, drop amounts
under 50 cents and increase amounts from 50 to 99 cents to the
next dollar. For example, $1.49 becomes $1 and $2.50 becomes
$3. If the organization has to add two or more amounts to figure
the amount to enter on a line, include cents when adding the
amounts and round off only the total.
Exempt from tax under a group exemption letter that is still in
•
effect, and
Using the same tax year as the central organization.
•
The central organization can't use a Form 990-EZ for the
group return.
7
2023 Instructions for Form 990
2. Schedules, completed as applicable, filed in alphabetical
order (see Form 990, Part IV, for required schedules).
Completing all lines. Make an entry (including -0- when
appropriate) on all lines requiring an amount or other information
to be reported. Don't leave any applicable lines blank, unless
expressly instructed to skip that line. If answering a line is
predicated on a “Yes” answer to the preceding line, and if the
organization's answer to the preceding line was “No,” then leave
the “If Yes” line blank.
All filers must file Schedule O (Form 990). Certain questions
require all filers to provide an explanation on Schedule O (Form
990). In general, answers can be explained or supplemented on
Schedule O (Form 990) if the allotted space on the form or other
schedule is insufficient, or if a “Yes” or “No” answer is required
but the organization wishes to explain its answer.
3. Attachments, completed as applicable. These include (a)
name change amendment to organizing document required by
item B on page 1; (b) list of subordinate organizations
included in a group return required by item H on page 1; (c)
articles of merger or dissolution, resolutions, and plans of
liquidation or merger required by Schedule N (Form 990); and
(d) for hospital organizations only, a copy of the most recent
audited financial statements.
Don't attach materials not authorized in the instructions or not
otherwise authorized by the IRS.
To facilitate the processing of your return, don't
Missing or incomplete parts of the form and/or required
schedules may result in the IRS contacting you to obtain the
missing information. Failure to supply the information may result
in a penalty being assessed to your account. For tips on filing
password protect or encrypt PDF attachments.
!
CAUTION
Password protecting or encrypting a PDF file that is
attached to an e-filed return prevents the IRS from opening the
attachment.
Reporting proper amounts. Some lines request information
reported on other forms filed by the organization (such as Forms
W-2, 1099, and 990-T). If the organization is aware that the
amount actually reported on the other form is incorrect, it must
report on Form 990 the information that should have been
reported on the other form (in addition to filing an amended form
with the proper amount).
In general, don't report negative numbers, but use -0- instead
of a negative number, unless the instructions otherwise provide.
Report revenue and expenses separately and don't net related
items, unless otherwise provided.
Specific Instructions
Heading. Items A–M
Complete items A through M.
Item A. Accounting period. File the 2023 return for calendar
year 2023 and fiscal years that began in 2023 and ended in
2024. For a fiscal year return, fill in the tax year space at the top
of page 1. See General Instructions, Section D, earlier, for
additional information about accounting periods.
Inclusion of activities and items of disregarded entities
and joint ventures. An organization must report on its Form
990 all of the revenues, expenses, assets, liabilities, and net
assets or funds of a disregarded entity of which it is the sole
member, and must report on its Form 990 its share of all such
items of a joint venture or other investment or arrangement
treated as a partnership for federal income tax purposes. This
includes passive investments. In addition, the organization must
generally report activities of a disregarded entity or a joint
venture on the appropriate parts or schedules of Form 990. For
special instructions about the treatment of disregarded entities
and joint ventures for various parts of the form, see Appendix F.
Item B. Checkboxes. The following checkboxes are under Item
B.
Address change. Check this box if the organization changed
its address and hasn't reported the change on its most recently
filed Form 990, 990-EZ, 990-N, or 8822-B, Change of Address or
Responsible Party—Business, or in correspondence to the IRS.
If a change in address occurs after the return is filed, use
Form 8822-B to notify the IRS of the new address.
TIP
Name change. Check this box if the organization changed its
legal name (not its “doing business as” name) and if the
Reporting information from third parties. Some lines
request information that the organization may need to obtain
from third parties, such as compensation paid by related
organizations; family and business relationships between
officers, directors, trustees, key employees, and certain
businesses they own or control; the organization's share of the
income and assets of a partnership or joint venture in which it
has an ownership interest; and certain transactions between the
organization and interested persons. The organization should
make reasonable efforts to obtain this information. If it is unable
to obtain certain information by the due date for filing the return,
it should file Form(s) 8868 to request a filing extension. See
Section F. Extension of Time To File, earlier. If the organization is
unable to obtain this information by the extended due date after
making reasonable efforts, and isn't certain of the answer to a
particular question, it may make a reasonable estimate, where
applicable, and explain on Schedule O.
organization hasn't reported the change on its most recently filed
Form 990 or 990-EZ or in correspondence to the IRS. If the
organization changed its name, attach the following documents.
IF the organization is . . .
THEN attach . . .
a corporation
a copy of the amendment to the
articles of incorporation and proof of
filing with the appropriate state
authority.
a trust
a copy of the amendment to the trust
instrument, or a resolution to amend
the trust instrument, showing the
effective date of the change of name
and signed by at least one trustee.
an unincorporated association
a copy of the amendment to the
articles of association, constitution, or
other organizing document, showing
the effective date of the change of
name and signed by at least two
officers, trustees, or members.
Assembling Form 990, Schedules, and
Attachments
Before filing Form 990, assemble the package of forms,
schedules, and attachments in the following order.
1. Core form with Parts I through XII completed, filed in
Initial return. Check this box if this is the first time the
organization is filing a Form 990 and it hasn't previously filed a
Form 990-EZ, 990-PF, 990-T, or 990-N.
numerical order.
8
2023 Instructions for Form 990
Final return/terminated. Check this box if the organization
has terminated its existence or ceased to be a section 501(a) or
section 527 organization and is filing its final return as an exempt
organization or section 4947(a)(1) trust. For example, an
organization should check this box when it has ceased
operations and dissolved, merged into another organization, or
has had its exemption revoked by the IRS. An organization that
checks this box because it has liquidated, terminated, or
dissolved during the tax year must also attach Schedule N (Form
990).
another organization, even if the organizations are related. The
organization must have only one EIN. If it has more than one and
hasn't been advised which to use, notify the:
Department of the Treasury
Internal Revenue Service Center
Ogden, UT 84201-0027
State the numbers the organization has, the name and
address to which each EIN was assigned, and the address of the
organization's principal office. The IRS will advise the
organization which number to use.
An organization must support any claim to have
liquidated, terminated, dissolved, or merged by
!
CAUTION
attaching a certified copy of its articles of dissolution or
A subordinate organization that files a separate Form
merger approved by the appropriate state authority. If a certified
copy of its articles of dissolution or merger isn't available, the
organization must submit a copy of a resolution or resolutions of
its governing body approving plans of liquidation, termination,
dissolution, or merger.
990 instead of being included in a group return must use
TIP
TIP
its own EIN, and not that of the central organization.
A section 501(c)(9) voluntary employees' beneficiary
association must use its own EIN and not the EIN of its
sponsor.
Amended return. Check this box if the organization
previously filed a return with the IRS for a tax year and is now
filing another return for the same tax year to amend the
previously filed return. Enter on Schedule O (Form 990) the parts
and schedules of the Form 990 that were amended and describe
the amendments. See General Instructions, Section G, earlier,
for more information.
Application pending. Check this box if the organization
either has filed a Form 1023, 1023-EZ, 1024, or 1024-A with the
IRS and is awaiting a response, or claims tax-exempt status
under section 501(a) but hasn't filed Form 1023, 1023-EZ, 1024,
or 1024-A to be recognized by the IRS as tax exempt. If this box
is checked, the organization must complete all parts of Form 990
and any required schedules. An organization that is required to
file an annual information return (Form 990 or 990-EZ) or submit
an annual electronic notice (Form 990-N) for a tax year (see
General Instructions, Section A, earlier) must do so even if it
hasn't yet filed a Form 1023, 1023-EZ, 1024, or 1024-A with the
IRS, if it claims tax-exempt status.
Item E. Telephone number. Enter a telephone number of the
organization that members of the public and government
personnel can use during normal business hours to obtain
information about the organization's finances and activities. If the
organization doesn’t have a telephone number, enter the
telephone number of an organization official who can provide
such information.
Item F. Name and address of principal officer. The address
provided must be a complete mailing address to enable the IRS
to communicate with the organization's current (as of the date
this return is filed) principal officer, if necessary. If the officer
prefers to be contacted at the organization's address listed in
item C, enter “same as C above.” For purposes of this item,
“principal officer” means an officer of the organization who,
regardless of title, has ultimate responsibility for implementing
the decisions of the organization's governing body, or for
supervising the management, administration, or operation of the
organization.
To qualify for tax exemption retroactive to the date of its
organization or formation, an organization claiming tax-exempt
status under section 501(c) (other than 501(c)(29)) must
generally file an application for recognition of exemption (Form
1023, 1023-EZ, 1024, or 1024-A) within 27 months of the end of
the month in which it was legally organized or formed.
If a change in responsible party occurs after the return is
filed, use Form 8822-B to notify the IRS of the new
TIP
responsible party.
Item G. Gross receipts. On Form 990, Part VIII, column A ,
add line 6b (both columns (i) and (ii)), line 7b (both columns (i)
and (ii)), line 8b, line 9b, line 10b, and line 12, and enter the total
here. See the exceptions from filing Form 990 based on gross
receipts and total assets as described under General
Instructions, Sections A and B, earlier.
Item C. Name and address. Enter the organization's legal
name on the “Name of organization” line. If the organization
operates under a name different from its legal name, enter the
alternate name on the “Doing Business As” (DBA) line. If multiple
DBA names won't fit on the line, enter one on the line and enter
the others on Schedule O (Form 990).
If the organization receives its mail in care of a third party
(such as an accountant or an attorney), enter on the street
address line “C/O” followed by the third party's name and street
address or P.O. box.
Include the suite, room, or other unit number after the street
address. If the post office doesn’t deliver mail to the street
address and the organization has a P.O. box, enter the box
number instead of the street address.
For foreign addresses, enter the information in the following
order: city or town, state or province, the name of the country,
and the postal code. Don't abbreviate the country name.
Item H. Group returns. If the organization answers “No” to item
H(a), it shouldn't check a box in item H(b). If the organization
answers “Yes” to item H(a) but “No” to item H(b), attach a list (not
on Schedule O (Form 990)) showing the name, address, and
EIN of each local or subordinate organization included in the
group return. Additionally, attach a list (not on Schedule O)
showing the name, address, and EIN of each subordinate
organization not included in the group return. If the organization
answers “Yes” to item H(a) and “Yes” to item H(b), attach a list
(not on Schedule O) showing the name, address, and EIN of
each subordinate organization included in the group return. See
Regulations section 1.6033-2(d)(2)(ii). A central or subordinate
organization filing an individual return should not attach such a
list. Enter in item H(c) the four-digit group exemption number
(GEN) if the organization is filing a group return, or if the
If a change of address occurs after the return is filed, use
Form 8822-B to notify the IRS of the new address.
organization is a central or subordinate organization in a group
exemption and is filing a separate return. Don't confuse the
four-digit GEN with the nine-digit EIN reported in item D of the
form's heading. A central organization filing a group return
Item D. EIN. Each organization (including a subordinate of a
central organization) must have its own EIN. Use the EIN
provided to the organization for filing its Form 990 and federal tax
returns. An organization should never use the EIN issued to
9
2023 Instructions for Form 990
must not report its own EIN in item D, but report the special EIN
issued for use with the group return.
determine what to report for prior year revenue and expense
amounts.
If attaching a list:
Line 16a. Enter the total of (i) the fees for professional
fundraising services reported in Part IX, column (A), line 11e;
and (ii) the portion of the amount reported in Part IX, column (A),
lines 5 and 6, that comprises fees for professional fundraising
services paid to officers, directors, trustees, key employees, and
disqualified persons, whether or not such persons are
employees of the organization. Exclude the latter amount from
Part I, line 15.
Enter the form number (“Form 990”) and tax year,
Enter the group exemption name and EIN, and
Enter the four-digit GEN.
•
•
•
Item I. Tax-exempt status. Check the applicable box. If the
organization is exempt under section 501(c) (other than section
501(c)(3)), check the second box and insert the appropriate
subsection number within the parentheses (for example, “4” for a
section 501(c)(4) organization).
Part II. Signature Block
Item J. Website. Enter the organization's current address for its
primary website, as of the date of filing this return. If the
organization doesn’t maintain a website, enter “N/A” (not
applicable).
The return must be signed by the current president, vice
president, treasurer, assistant treasurer, chief accounting officer,
or other corporate officer (such as a tax officer) who is
authorized to sign as of the date this return is filed. A receiver,
trustee, or assignee must sign any return he or she files for a
corporation or association. See Regulations section 1.6012-3(b)
(4). For a trust, the authorized trustee(s) must sign. The definition
of “officer” for purposes of Part II is different from the definition of
officer (see the Glossary) used to determine which officers to
report elsewhere on the form and schedules, and from the
definition of principal officer for purposes of the Form 990
heading (see the Glossary).
Item K. Form of organization. Check the box describing the
organization's legal entity form or status under state law in its
state of legal domicile. These include corporations, trusts,
unincorporated associations, and other entities (for example,
partnerships and limited liability companies (LLCs)).
Item L. Year of formation. Enter the year in which the
organization was legally created under state or foreign law. If a
corporation, enter the year of incorporation.
Paid Preparer
Item M. State of legal domicile. For a corporation, enter the
state of incorporation (country of incorporation for a foreign
corporation formed outside the United States). For a trust or
other entity, enter the state whose law governs the organization's
internal affairs (or the foreign country whose law governs for a
foreign organization other than a corporation).
Generally, anyone who is paid to prepare the return must sign
the return, list the preparer taxpayer identification number
(PTIN), and fill in the other blanks in the Paid Preparer Use Only
area. An employee of the filing organization isn't a paid preparer.
The paid preparer must:
Part I. Summary
Sign the return in the space provided for the preparer's
•
signature;
Because Part I generally reports information reported
Enter the preparer information, including the preparer's PTIN;
•
elsewhere on the form, complete Part I after the other
parts of the form are completed. See General
TIP
and
Give a copy of the return to the organization.
•
Instructions, Section C, earlier.
Any paid preparer can apply for and obtain a PTIN online at
Complete lines 3–5 and 7–22 by using applicable references
made in Part I to other items.
Identification Number (PTIN) Application and Renewal.
Line 1. Describe the organization's mission or its most
significant activities for the year, whichever the organization
wishes to highlight, on the summary page.
Enter the paid preparer's PTIN, not his or her SSN, in the
“PTIN” box in the paid preparer's block. The IRS won't
!
CAUTION
redact the paid preparer's SSN if such SSN is entered
Line 2. Check this box if the organization answered “Yes” on
Part IV, line 31 or 32, and complete Schedule N (Form 990), Part
I or Part II.
on the paid preparer's block. Because Form 990 is a publicly
disclosable document, any information entered in this block will
be publicly disclosed (see Appendix D). For more information
Line 6. Enter the number of volunteers, full-time and part-time,
including volunteer members of the organization's governing
body, who provided volunteer services to the organization during
the reporting year. Organizations that don't keep track of this
information in their books and records or report this information
elsewhere (such as in annual reports or grant proposals) can
provide a reasonable estimate, and can use any reasonable
basis for determining this estimate. Organizations can, but aren't
required to, provide an explanation on Schedule O (Form 990) of
how this number was determined, the number of hours those
volunteers served during the tax year, and the types of services
or benefits provided by the organization's volunteers.
Note. A paid preparer may sign original or amended returns by
rubber stamp, mechanical device, or computer software
program.
Paid Preparer Authorization
On the last line of Part II, check “Yes” if the IRS can contact the
paid preparer who signed the return to discuss the return. This
authorization applies only to the individual whose signature
appears in the Paid Preparer Use Only section of Form 990. It
doesn’t apply to the firm, if any, shown in that section.
Line 7b. If the organization isn't required to file a Form 990-T for
the tax year, enter “0.” If the organization hasn't yet filed Form
990-T for the tax year, provide an estimate of the amount it
expects to report on Form 990-T, Part I, line 11, when it is filed.
By checking “Yes,” the organization is authorizing the IRS to
contact the paid preparer to answer any questions that arise
during the processing of the return. The organization is also
authorizing the paid preparer to:
Lines 8–19. If this is an initial return, or if the organization filed
Form 990-EZ or 990-PF in the prior year, leave the “Prior Year”
column blank. Use the same lines from the 2022 Form 990 to
Give the IRS any information missing from the return;
Call the IRS for information about processing the return; and
Respond to certain IRS notices about math errors, offsets,
•
•
•
and return preparation.
10
2023 Instructions for Form 990
The organization isn't authorizing the paid preparer to bind
the organization to anything or otherwise represent the
organization before the IRS.
The authorization will automatically end no later than the due
date (excluding extensions) for filing of the organization's 2024
Form 990. If the organization wants to expand the paid
preparer's authorization or revoke it before it ends, see Pub. 947,
Practice Before the IRS and Power of Attorney.
facilities). If there were three or fewer of such activities, describe
each program service activity. The organization can report on
Schedule O (Form 990) additional activities that it considers of
comparable or greater importance, although smaller in terms of
expenses incurred (such as activities conducted with volunteer
labor).
Code. For the 2023 tax year, leave this blank.
Expenses and grants. For each program service reported
on lines 4a–4c, section 501(c)(3) and 501(c)(4) organizations
must enter total expenses included on Part IX, line 25, column
(B), and total grants and allocations (if any) included within such
total expenses that were reported on Part IX, lines 1–3, column
(B). For all other organizations, entering these amounts is
optional.
Check “No” if the IRS should contact the organization or its
principal officer listed in item F of the heading on page 1, rather
than the paid preparer.
Part III. Statement of Program Service
Accomplishments
Revenue. For each program service, section 501(c)(3) and
501(c)(4) organizations must report any revenue derived directly
from the activity, such as fees for services or from the sale of
goods that directly relate to the listed activity. This revenue
includes program service revenue reported on Part VIII, line 2,
column (A), and includes other amounts reported on Part VIII,
lines 3–11, as related or exempt function revenue. Also include
unrelated business income from a business that exploits an
exempt function, such as advertising in a journal. For this
purpose, charitable contributions and grants (including the
charitable contribution portion, if any, of membership dues)
reported on Part VIII, line 1, aren't considered revenue derived
from program services. For organizations other than section
501(c)(3) and 501(c)(4) organizations, entering these amounts is
optional.
Check the box in the heading of Part III if Schedule O (Form 990)
contains any information pertaining to this part. Part III requires
reporting regarding the organization's program service
accomplishments. A program service is an activity of an
organization that accomplishes its exempt purpose. Examples of
program service accomplishments can include:
A section 501(c)(3) organization's charitable activities such as
•
a hospital's provision of charity care under its charity care policy,
a college's provision of higher education to students under a
degree program, a disaster relief organization's provision of
grants or assistance to victims of a natural disaster, or a nursing
home's provision of rehabilitation services to residents;
A section 501(c)(5) labor union's conduct of collective
•
bargaining on behalf of its members;
A section 501(c)(6) business league's conduct of meetings for
Description of program services. For each program
service reported, include the following.
•
members to discuss business issues; or
Describe program service accomplishments through specific
•
A section 501(c)(7) social club's operation of recreational and
•
measurements such as clients served, days of care provided,
number of sessions or events held, or publications issued.
dining facilities for its members.
Don't report a fundraising activity as a program service
accomplishment unless it is substantially related to the
accomplishment of the organization's exempt purposes (other
than by raising funds).
Describe the activity's objective, for both this time period and
•
the longer-term goal, if the output is intangible, such as in a
research activity.
Give reasonable estimates for any statistical information if
•
exact figures aren't readily available. Indicate that this
information is estimated.
Line 1. Describe the organization's mission as articulated in its
mission statement or as otherwise adopted by the organization's
governing body, if applicable. If the organization doesn’t have a
mission that has been adopted or ratified by its governing
body, enter “None.”
Be clear, concise, and complete in the description. Use
•
Schedule O (Form 990) if additional space is needed.
Donated services or use of equipment, materials, or
facilities. The organization can report the amount of any
donated services, or use of materials, equipment, or facilities it
received or used in connection with a specific program service,
on the lines for the narrative description of the appropriate
program service. However, don't include these amounts in
revenue, expenses, or grants reported on Part III, lines 4a–4e,
even if prepared according to generally accepted accounting
principles (GAAP).
Line 2. Answer “Yes” if the organization undertook any new
significant program services prior to the end of the tax year that
it didn’t describe in a prior year's Form 990 or 990-EZ. Describe
these items on Schedule O (Form 990). If any are among the
activities described on Form 990, Part III, line 4, the organization
can reference the detailed description on line 4. If the
organization has never filed a Form 990 or 990-EZ, answer “No.”
Public interest law firm. A public interest law firm exempt
under section 501(c)(3) or section 501(c)(4) must include a list of
all the cases in litigation or that have been litigated during the
year. For each case:
Line 3. Answer “Yes” if the organization made any significant
changes prior to the end of the tax year in how it conducts its
program services to further its exempt purposes, or if the
organization ceased conducting significant program services
that had been conducted in a prior year. Describe these items on
Schedule O (Form 990).
Describe the matter in dispute,
•
•
•
Explain how the litigation will benefit the public generally, and
Enter the fees sought and recovered.
An organization must report new, significant program
See Rev. Proc. 92-59, 1992-2 C.B. 411.
services, or significant changes in how it conducts
TIP
Line 4d. Other program services. Enter on Schedule O (Form
990) the organization's other program services. The detailed
description required for the three largest program services need
not be provided for these other program services. Section 501(c)
(3) and 501(c)(4) organizations must report on line 4d their total
revenues reported on Part VIII, line 2, column (A), and their total
expenses (including grants) reported on Part IX, column (B), that
are attributable to these other program services, and must report
on Part III, line 4e, their total program service expenses from Part
III, lines 4a–4d. For all other organizations, entering these
program services on its Form 990, Part III, rather than in
a letter to IRS Exempt Organizations Determinations (“EO
Determinations”). EO Determinations no longer issues letters
confirming the tax-exempt status of organizations that report
such new services or significant changes.
Lines 4a–4c. All organizations must describe their
accomplishments for each of their three largest program
services, as measured by total expenses incurred (not including
donated services or the donated use of materials, equipment, or
11
2023 Instructions for Form 990
amounts is optional. The organization may report the
non-contribution portion of membership dues on line 4d or
allocate that portion among lines 4a–4c.
Line 5. Answer “Yes” only if the organization is a section 501(c)
(4), 501(c)(5), or 501(c)(6) organization that receives
membership dues, assessments, or similar amounts as defined
in Rev. Proc. 98-19, 1998-1 C.B. 547. Other organizations
answer “No.”
Part IV. Checklist of Required
Schedules
Line 6. Answer “Yes” if the organization maintained at any time
during the organization's tax year a donor advised fund or
another similar fund or account (that is, any account over which
the donor or a person appointed by the donor had advisory
privileges over the use or investment of any portion of the
account, but which isn't a donor advised fund). Examples of
other similar funds or accounts include, but aren't limited to, the
types of funds or accounts described as exceptions to the
Glossary definition of a donor advised fund.
For each “Yes” answer to a question on Form 990, Part IV,
complete the applicable schedule (or part or line of the
schedule). See the Glossary and instructions for the pertinent
schedules for definitions of terms and explanations that are
relevant to questions in this part.
The organization isn't required to answer “Yes” to a question
on Form 990, Part IV, or complete the schedule (or part of a
schedule) to which the question is directed if the organization
isn't required to provide any information in the schedule (or part
of the schedule). Thus, a minimum dollar threshold for reporting
information on a schedule may be relevant in determining
whether the organization must answer “Yes” on a question on
Form 990, Part IV.
Line 7. Answer “Yes” if the organization received or held any
conservation easement at any time during the year, regardless
of how the organization acquired the easement or whether a
charitable deduction was claimed by a donor of the easement.
Line 8. Answer “Yes” if, at any time during the year, the
organization maintained collections of works of art, historical
treasures, and other similar assets as described in ASC
958-360-45, whether or not the organization reported revenue
and assets related to such collections in its financial statements.
Line 1. Answer “Yes” if the organization is a section 501(c)(3)
organization that isn't a private foundation. Answer “Yes” if the
organization claims section 501(c)(3) status but hasn't yet filed a
Form 1023 or Form 1023-EZ application or received a
determination letter recognizing its section 501(c)(3) status. All
other organizations answer “No.”
Organizations that answer “Yes” on line 8 will often
answer “Yes” on Part IV, line 30, which addresses
TIP
current-year noncash contributions of such items.
Line 2. Answer “Yes” if any of the following are satisfied.
A section 501(c)(3) organization met the 331/3% support test
•
Line 9. Answer “Yes” if, at any time during the organization's tax
year, the organization (1) had an escrow or custodial account;
(2) provided credit counseling services and/or debt
management plan services, such as credit repair or debt
negotiations; or (3) acted as an agent, trustee, custodian, or
other intermediary for contributions or other assets not included
in Part X.
of the regulations under sections 509(a)(1) and 170(b)(1)(A)(vi);
checks the box on Schedule A (Form 990), Part II, line 13, 16a,
or 16b; and received from any one contributor, during the year,
contributions of the greater of $5,000 (in money or property) or
2% of the amount on Form 990, Part VIII, line 1h. An organization
filing Schedule B (Form 990) can limit the contributors it reports
on Schedule B (Form 990) using this greater-than-$5,000/2%
threshold only if it checks the box on Schedule A (Form 990),
Part II, line 13, 16a, or 16b.
Line 10. Answer “Yes” if the organization, a related
organization, or an organization formed and maintained
exclusively to further one or more exempt purposes of the
organization (such as a foundation formed and maintained
exclusively to hold endowment funds to provide scholarships
and other funds for a college or university described within
section 501(c)(3)) held assets in donor-restricted endowment
funds, board designated (quasi), or endowment funds at any
time during the year, whether or not the organization follows ASC
958, or reports endowment funds in Part X, line 31. See the
instructions for Schedule D (Form 990), Part V, for the definitions
of these types of endowment funds.
A section 501(c)(3) organization didn’t meet the 331/3%
•
support test of the regulations under sections 509(a)(1) and
170(b)(1)(A)(vi), and received during the year contributions of
$5,000 or more from any one contributor.
A section 501(c)(7), 501(c)(8), or 501(c)(10) organization
•
received, during the year, (a) contributions of any amount for
use exclusively for religious, charitable, scientific, literary, or
educational purposes, or for the prevention of cruelty to children
or animals; or (b) contributions of $5,000 or more not exclusively
for such purposes from any one contributor.
Any other organization that received, during the year,
•
Line 11. Answer “Yes” if the organization reported an amount for
land, buildings, equipment, or leasehold improvements on Part
X, line 10; an amount for other liabilities on Part X, line 25; or if its
financial statements for the tax year included a footnote that
addresses its liability for uncertain tax positions under FIN 48
(FASB ASC 740) (including a statement that the organization
had no liability for uncertain tax positions). Also, answer “Yes” if
the organization reported in Part X an amount for
contributions of $5,000 or more from any one contributor.
Don't attach substitutes for Schedule B (Form 990).
!
CAUTION
Line 3. All organizations must answer this question, even if they
aren't subject to a prohibition against political campaign
activities. Answer “Yes” whether the activity was conducted
directly or indirectly through a disregarded entity or a joint
venture or other arrangement treated as a partnership for
federal income tax purposes and in which the organization is an
owner.
investments-other securities, investments-program related, or
other assets, on any of line 12,13, or 15, that is 5% or more of
the total assets reported on Part X, line 16.
Line 12a. Answer “Yes” if the organization received separate,
independent audited financial statements for the year for
which it is completing this return, or if the organization is
reporting for a short year that is included in, but not identical to,
the period for which the audited financial statements were
obtained. All other organizations answer “No.” Answer “No” if the
organization was included in consolidated audited financial
statements, unless the organization also received separate
audited financial statements.
Line 4. Complete only if the organization is a section 501(c)(3)
organization. Other organizations leave this line blank. Answer
“Yes” if the organization engaged in lobbying activities or had a
section 501(h) election in effect during the tax year. All section
501(c)(3) organizations that had a section 501(h) election in
effect during the tax year must complete Schedule C (Form 990),
Part II-A, whether or not they engaged in lobbying activities
during the tax year.
12
2023 Instructions for Form 990
An accountant's compilation or review of financial
statements isn't considered to be an audit and doesn't produce
audited financial statements. If the organization answers “No,”
but has prepared, for the year for which it is completing this
return, a financial statement that wasn't audited, the organization
can (but isn't required to) provide the reconciliations contained
on Schedule D (Form 990), Parts XI–XII.
Line 20a. Answer “Yes” if the organization, directly or indirectly
through a disregarded entity or joint venture treated as a
partnership for federal income tax purposes, operated one or
more hospital facilities at any time during the tax year. Except
in the case of a group return, don't include hospital facilities
operated by another organization that is treated as a separate
taxable or tax-exempt corporation for federal income tax
purposes. For group returns, answer “Yes” if any subordinate
included in the group return operated such a hospital facility.
Line 12b. Answer “Yes” if the organization was included in
consolidated, independent audited financial statements for
the year for which it is completing this return. All other
organizations answer “No.” Answer “Yes” if the organization is
reporting for a short year that is included in, but not identical to,
the period for which the audited financial statements were
obtained.
Line 20b. If the organization operated one or more hospital
facilities at any time during the tax year, then it must attach a
copy of its most recent audited financial statements. If the
organization was included in consolidated audited financial
statements but not separate audited financial statements for the
tax year, then it must attach a copy of the consolidated financial
statements, including details of consolidation (whether or not
audited).
Line 13. Answer “Yes” if the organization checked the box on
Schedule A (Form 990), Part I, line 2, indicating that it is a
school.
Line 21. Answer “Yes” if the organization reported on Part IX,
line 1, column (A), more than $5,000 of grants and other
assistance to any domestic organization, or to any domestic
government. For instance, answer “No” if the organization made
a $4,000 grant to each of two domestic organizations and no
other grants. Don't report grants or other assistance provided to
domestic organizations or domestic governments for the
purpose of providing grants or other assistance to designated
foreign organizations or foreign individuals.
Section 501(c)(21) trusts. Use Schedule I (Form 990),
Grants and Other Assistance to Organizations, Governments,
and Individuals in the United States, to report amounts over
$5,000 paid by the trust (1) to the Federal Black Lung Disability
Trust Fund pursuant to section 3(b)(3) of Public Law 95-227, or
(2) for insurance exclusively covering liabilities under sections
501(c)(21)(A)(i)(I) and 501(c)(21)(A)(i)(IV). For details, see
Regulations section 1.501(c)(21)-1(d).
Lines 14a–14b. Answer “Yes” on line 14a if the organization
maintained an office, or had employees or agents, or
independent contractors outside the United States. Answer
“Yes” on line 14b if the organization had aggregate revenue or
expenses of more than $10,000 from or attributable to
grantmaking, fundraising activities, business, investment, and
program service activities outside the United States, or if the
book value of the organization's aggregate investments in foreign
partnerships, foreign corporations, and other foreign entities was
$100,000 or more at any time during the tax year.
In the case of indirect investments made through investment
entities, the extent to which revenue or expenses are taken into
account in determining whether the $10,000 threshold is
exceeded will depend upon whether the investment entity is
treated as a partnership or corporation for U.S. tax purposes. For
example, an organization with an interest in a foreign partnership
would need to take into account its share of the partnership's
revenue and expenses in determining whether the $10,000
threshold is exceeded. An organization with an investment in a
foreign corporation would need to take into account dividends it
receives from the corporation, but wouldn't need to take into
account or report any portion of the revenues, expenses, or
expenditures of a foreign corporation in which it holds an
investment, provided that the corporation is treated as a
separate corporation for U.S. tax purposes.
Line 22. Answer “Yes” if the organization reported on Part IX,
line 2, column (A), more than $5,000 of aggregate grants and
other assistance to or for domestic individuals. Don't report
grants or other assistance provided to or for domestic individuals
for the purpose of providing grants or other assistance to
designated foreign organizations or foreign individuals.
Section 501(c)(21) trusts. Use Schedule I (Form 990) to
report amounts over $5,000 paid by the black lung trust to or for
the benefit of miners or their beneficiaries other than amounts
included on line 21. Such payments could include direct
payment of medical bills, etc., authorized by the Act and
accident and health benefits for retired miners and their spouses
and dependents.
Line 15. Answer “Yes” if the organization reported on Part IX,
line 3, column (A), more than $5,000 of grants and other
assistance to any foreign organization or entity (including a
foreign government), or to a domestic organization or
domestic individual for the purpose of providing grants or other
assistance to a designated foreign organization or
organizations.
Line 23. Answer “Yes” if the organization:
Listed in Part VII a former officer, director, trustee, key
•
employee, or highest compensated employee; or
Line 16. Answer “Yes” if the organization reported on Part IX,
line 3, column (A), more than $5,000 of aggregate grants and
other assistance to foreign individuals, or to domestic
organizations or domestic individuals for the purpose of
providing grants or other assistance to a designated foreign
individual or individuals.
Reported for any person listed in Part VII more than $150,000
•
of reportable compensation and other compensation.
Also answer “Yes” if, under the circumstances described in
the instructions for Part VII, Section A, line 5, the filing
organization had knowledge that any person listed in Part VII,
Section A, received or accrued compensation from an
unrelated organization for services rendered to the filing
organization.
Lines 17–18. Answer “Yes” on line 17 if the total amount
reported for professional fundraising services in Part IX
(line 11e, plus the portion of the line 6 amount attributable to
professional fundraising services) exceeds $15,000.
Answer “Yes” on line 18 if the sum of the amounts reported on
lines 1c and 8a of Form 990, Part VIII, exceeds $15,000. An
organization that answers “No” should consider whether to
complete Schedule G (Form 990) in order to report its
fundraising activities or gaming activities for state or other
reporting purposes.
Line 24. Lines 24a–24d involve questions regarding
tax-exempt bonds. All organizations must answer “Yes” or “No”
on line 24a. Those organizations that answer “Yes” on line 24a
must also answer lines 24b through 24d and complete
Schedule K (Form 990), Supplemental Information on
Tax-Exempt Bonds. Those that answer “No” to line 24a can skip
to line 25a.
13
2023 Instructions for Form 990
Line 24a. Answer “Yes” and complete Schedule K (Form 990)
for each tax-exempt bond issued by or for the benefit of the
organization after December 31, 2002, (including refunding
bonds) with an outstanding principal amount of more than
$100,000 as of the last day of the organization's tax year. For this
purpose, bonds that have been legally defeased, and as a result
are no longer treated as a liability of the organization, aren't
considered outstanding.
these questions. The organization should review carefully the
instructions for Schedule L (Form 990), Parts II–IV, before
answering these questions and completing Schedule L (Form
990).
Line 29. The organization is required to answer “Yes” on line 29
if it received during the year more than $25,000 in fair market
value (FMV) of donations, gifts, grants, or other contributions
of property other than cash, regardless of the manner received
(such as for use in a charity auction). Don't include
Line 24b. For purposes of line 24b, the organization need not
include the following as investments of proceeds.
contributions of services or use of facilities.
Any investment of proceeds relating to a reasonably required
•
Line 30. The organization is required to answer “Yes” on line 30
if during the year it received as a donation, gift, grant, or other
contribution:
reserve or replacement fund as described in section 148(d).
Any investment of proceeds properly characterized as
•
replacement proceeds as defined in Regulations section
1.148-1(c).
Any work of art, historical treasure, historical artifact,
•
scientific specimen, archaeological artifact, or similar asset,
including a fractional interest, regardless of amount or whether
the organization maintains collections of such items; or
Any investment of net proceeds relating to a refunding
•
escrow as defined in Regulations section 1.148-1(b).
Temporary period exceptions are described in section 148(c)
and Regulations section 1.148-2(e). For example, there is a
3-year temporary period applicable to proceeds spent on
expenditures for capital projects and a 13-month temporary
period applicable to proceeds spent on working capital
expenditures.
Any qualified conservation contributions regardless of
•
whether the contributor claimed a charitable contribution
deduction for such contribution.
See the instructions for Schedule M (Form 990), Noncash
Contributions, for definitions of these terms.
Line 24c. For purposes of line 24c, the organization is treated
as maintaining an escrow account if such account is maintained
by a trustee for tax-exempt bonds issued for the benefit of the
organization.
Lines 31–32. The organization must answer “Yes” if it
liquidated, terminated, dissolved, ceased operations, or
engaged in a significant disposition of net assets during the
year. See the instructions for Schedule N (Form 990) for
definitions and explanations of these terms and transactions or
events, and a description of articles of dissolution and other
information that must be filed with Form 990.
Note that a significant disposition of net assets may result
from either an expansion or contraction of operations.
Organizations that answer “Yes” on either of these questions
must also check the box in Part I, line 2, and complete
Schedule N (Form 990), Part I or Part II.
Line 24d. Answer “Yes” if the organization has received a
letter ruling that its obligations were issued on behalf of a state or
local governmental unit; meets the conditions for issuing
tax-exempt bonds as set forth in Rev. Rul. 63-20, 1963-1 C.B.
24 (see Rev. Proc. 82-26, 1982-1 C.B. 476); or is a constituted
authority organized by a state or local governmental unit to issue
tax-exempt bonds in order to further public purposes (see Rev.
Rul. 57-187, 1957-1 C.B. 65). Also answer “Yes” if the
organization has outstanding qualified scholarship funding
bonds under section 150(d) or bonds of a qualified volunteer fire
department under section 150(e).
Lines 33–34. The organization is required to report on
Schedule R (Form 990) certain information regarding ownership
or control of, and transactions with, its disregarded entities and
tax-exempt and taxable related organizations. An organization
that answers “Yes” on line 33 or 34 must enter its disregarded
entities and related organizations on Schedule R (Form 990) and
provide specified information regarding such organizations.
Report disregarded entities on Schedule R (Form 990), Part I;
related tax-exempt organizations on Part II; related organizations
taxable as partnerships on Part III; and any related organizations
taxable as C or S corporations or trusts on Part IV.
Lines 25a–25b. Complete lines 25a and 25b only if the
organization is a section 501(c)(3), 501(c)(4), or 501(c)(29)
organization. If the organization isn't described in section 501(c)
(3), 501(c)(4), or 501(c)(29), skip lines 25a and 25b and leave
them blank. On line 25b, answer “Yes” if the organization
became aware, prior to filing this return, that it engaged in an
excess benefit transaction with a disqualified person in a
prior year, and if the transaction hasn’t been reported on any of
the organization’s prior Forms 990 or 990-EZ.
An excess benefit transaction can have serious
Lines 35a–35b. If an organization was a controlled entity of
the filing organization under section 512(b)(13) during the tax
year, the filing organization must answer “Yes” on line 35a. It
must answer “Yes” on line 35b and complete Schedule R (Form
990), Part V, line 2, if it either (1) received or accrued from its
controlled entity any interest, annuities, royalties, or rent,
regardless of amount, during the tax year; or (2) engaged in
another type of transaction (see Schedule R (Form 990) for a list
of transactions) with the controlled entity, if the amounts involved
during the tax year for that type of transaction exceeded
$50,000. See the Glossary and the Instructions for Schedule R
(Form 990).
implications for the disqualified person that entered
TIP
into the transaction with the organization, any
organization managers that knowingly approved of the
transaction, and the organization itself. A section 501(c)(3),
501(c)(4), or 501(c)(29) organization that becomes aware that it
may have engaged in an excess benefit transaction should
obtain competent advice regarding section 4958, pursue
correction of any excess benefit, and take other appropriate
steps to protect its interests with regard to such transaction and
the potential impact it could have on the organization's continued
exempt status. See Appendix G, later, for a discussion of section
4958; Schedule L (Form 990), Part I; and Form 4720, Schedule I,
regarding reporting of excess benefit transactions.
Controlled entities are a subset of related organizations.
Answer “No” to line 35a if the organization had no related
organizations during the tax year. If the answer to line 35a is
“No,” leave line 35b blank.
Lines 26–28. Lines 26 through 28 ask questions about loans
and other receivables and payables between the organization
and certain interested persons, and certain direct and indirect
business transactions between the organization and governance
and management officials of the organization or their associated
businesses or family members. All organizations must answer
Line 36. Complete line 36 only if the organization is a section
501(c)(3) organization and engaged in a transaction over
$50,000 during the tax year with a related organization that
was tax exempt under a section other than section 501(c)(3). All
14
2023 Instructions for Form 990
other organizations leave this line blank and go to line 37. See
the Instructions for Schedule R (Form 990) for more information
on what needs to be reported on Schedule R (Form 990), Part V,
line 2.
agents of the filing organization, including common paymasters
and payroll agents, for the calendar year ending with or within
the organization's tax year. Enter -0- if the organization didn't file
any such forms for the calendar year ending with or within its tax
year, or if the organization is filing for a short year and no
calendar year ended within its tax year.
Line 37. Answer “Yes” if, at any time during the year, the
organization conducted more than 5% of its activities, measured
by total gross revenue for the tax year or total assets of the
organization at the end of its tax year, whichever is greater,
through an unrelated organization that is treated as a
partnership for federal income tax purposes, and in which the
organization was a partner or member at any time during the tax
year. The 5% test is applied on a partnership-by-partnership
basis, although direct ownership by the organization and indirect
ownership through disregarded entities or tiered entities treated
as partnerships are aggregated for this purpose. The
Line 1b. Form W-2G pertains to certain gambling winnings.
Line 1c. For more information on backup withholding for
missing or incorrect names or taxpayer identification numbers,
see Pub. 1281, Backup Withholding for Missing and Incorrect
Name/TIN(s). If backup withholding rules didn't apply to the
organization because it didn't make a reportable payment to a
vendor or provide reportable gaming (gambling) winnings to a
prize winner, then leave line 1c blank.
Line 2a. Include on this line the number of the organization's
employees (not the number of Forms W-2) reported on a Form
W-3, Transmittal of Wage and Tax Statements, by both the filing
organization and reporting agents of the filing organization,
including common paymasters and payroll agents, for the
calendar year ending with or within the filing organization's tax
year. Enter -0- if the organization didn't have any employees
during the calendar year ending with or within its tax year, or if
the organization is filing for a short year and no calendar year
ended within its tax year.
organization need not report on Schedule R (Form 990), Part VI,
either (1) the conduct of activities through an organization
treated as a taxable or tax-exempt corporation for federal income
tax purposes, or (2) unrelated partnerships that meet both of the
following conditions.
95% or more of the filing organization's gross revenue from
•
the partnership for the partnership's tax year ending with or
within the organization's tax year is described in sections 512(b)
(1), 512(b)(2), 512(b)(3), and 512(b)(5), such as interest,
dividends, royalties, rents, and capital gains (including unrelated
debt-financed income).
Line 2b. If the organization reported at least one employee on
line 2a, answer whether the organization or reporting agents of
the organization filed all required federal employment tax returns
(which include Form 940, Employer's Annual Federal
The primary purpose of the filing organization's investment in
•
the partnership is the production of income or appreciation of
property and not the conduct of a section 501(c)(3) charitable
activity such as program-related investing.
Unemployment (FUTA) Tax Return; and Form 941, Employer's
QUARTERLY Federal Tax Return) relating to such employees.
For more information, see the discussion of employment taxes in
Pub. 557. The organization may leave line 2b blank if it didn't
report any employees on line 2a.
Line 38. Answer “Yes” if the organization completed
Schedule O (Form 990).
Schedule O (Form 990) must be completed and filed by
all organizations that file Form 990. All filers must
provide narrative responses to certain questions (for
TIP
Line 3a. Check “Yes” on line 3a if the organization's total gross
income from all of its unrelated trades or businesses is
$1,000 or more for the tax year. See Pub. 598, Tax on Unrelated
Business Income of Exempt Organizations, for a description of
unrelated business income and the Form 990-T filing
requirements for organizations having such income.
example, Part VI, lines 11b and 19) on Schedule O (Form 990).
Certain filers must provide narrative responses to other
questions (for example, Part III, line 4d; Part V, line 3b; Part VI,
lines 2–7b, 9, 12c, and 15a–b, for “Yes” responses; Part VI, lines
8a–b and 10b, for “No” responses; and Part XII, line 3b, for a
“No” response). All filers can supplement their answers to other
Form 990 questions on Schedule O (Form 990).
Neither Form 990-T nor Form 990 is a substitute for the
other. Report on Form 990 items of income and expense
!
CAUTION
that are also required to be reported on Form 990-T
Part V. Statements Regarding Other
IRS Filings and Tax Compliance
when the organization is required to file both forms.
Line 3b. Answer “Yes” if the organization checked “Yes” on
line 3a and filed Form 990-T by the time this Form 990 is filed.
Check “No” if the organization answered “Yes” on line 3a but
hasn’t filed Form 990-T by the time this Form 990 is filed, even if
the organization has applied for an extension to file Form 990-T.
If “No” on line 3b, provide an explanation on Schedule O (Form
990).
Check the box in the heading of Part V if Schedule O (Form 990)
contains any information pertaining to this part.
See the Glossary for definitions of terms used in the
questions in this section.
TIP
Some questions in this part pertain to other IRS forms.
Forms are available by downloading from the IRS
All tax-exempt organizations must pay estimated taxes
TIP
for their unrelated business income if they expect their
!
CAUTION
tax liability to be $500 or more.
Forms and Publications To File or Use.
Line 4a. Answer “Yes” if either (1) or (2) below applies.
Line 1a. The organization must use Form 1096, Annual
Summary and Transmittal of U.S. Information Returns, to
transmit to the IRS paper Forms 1099, 1098, 5498, and W-2G,
which are information returns reporting certain amounts paid or
received by the organization. Report all such returns filed for the
calendar year ending with or within the organization's tax year. If
the organization transmits any of these forms electronically, add
this number to the total reported. Examples of payments
requiring Form 1099 reporting include certain payments to
independent contractors for services rendered. Report on this
line Forms 1099, 1098, 5498, and W-2G filed by reporting
1. At any time during the calendar year ending with or within
the organization's tax year, the organization had an interest in,
or signature or other authority over, a financial account in a
foreign country (such as a bank account, securities account, or
other financial account); and
a. The combined value of all such accounts was more than
$10,000 at any time during the calendar year; and
b. The accounts weren't with a U.S. military banking facility
operated by a U.S. financial institution.
15
2023 Instructions for Form 990
2. The organization owns more than 50% of the stock in any
corporation that would answer “Yes” to item 1 above.
Example. A donor gives a charity $100 in consideration for a
concert ticket valued at $40 (a quid pro quo contribution). In
this example, $60 would be deductible. Because the donor's
payment exceeds $75, the organization must furnish a
If “Yes,” electronically file FinCEN Form 114, Report of Foreign
Bank and Financial Accounts (FBAR), with the Department of
the Treasury using FinCEN's BSA E-Filing System. Because
FinCEN Form 114 isn't a tax form, don't file it with Form 990.
disclosure statement even though the taxpayer's deductible
amount doesn't exceed $75. Separate payments of $75 or less
made at different times of the year for separate fundraising
events won't be aggregated for purposes of the $75 threshold.
Line 4b. Enter the name of each foreign country in which a
foreign account described on line 4a is located. Use Schedule O
(Form 990) if more space is needed.
See section 6113 and Notice 88-120, 1988-2 C.B. 454.
TIP
Lines 7c and 7d. If the organization is required to file Form
8282, Donee Information Return, to report information to the IRS
and to donors about dispositions of certain donated property
made within 3 years after the donor contributed the property, it
must answer “Yes” and indicate the number of Forms 8282 filed.
Lines 7e and 7f. If, in connection with a transfer to or for the
use of the organization, the organization directly or indirectly
pays premiums on any personal benefit contract, or there is an
understanding or expectation that any person will directly or
indirectly pay such premiums, the organization must report on
Form 8870, Information Return for Transfers Associated With
Certain Personal Benefit Contracts, the premiums it paid, and
the premiums paid by others but treated as paid by the
organization. The organization must report and pay an excise
tax, equal to premiums paid, on Form 4720. A personal benefit
contract is generally any life insurance, annuity, or endowment
contract that benefits, directly or indirectly, the transferor, a
member of the transferor's family, or any other person
designated by the transferor (other than an organization
described in section 170(c)).
Line 7g. Form 8899, Notice of Income From Donated
Intellectual Property, must be filed by certain organizations that
received a charitable gift of qualified intellectual property that
produces net income. The organization should check “Yes” if it
provided all required Forms 8899 for the year for net income
produced by donated qualified intellectual property. Qualified
intellectual property is any patent, copyright (other than certain
self-created copyrights), trademark, trade name, trade secret,
know-how, software (other than certain “canned” or
Line 5. Answer “Yes” on line 5a if the organization was party to a
prohibited tax shelter transaction as described in section
4965(e) at any time during the organization's tax year. A
prohibited tax shelter transaction is any listed transaction, within
the meaning of section 6707A(c)(2), and any prohibited
reportable transaction. A prohibited reportable transaction is a
confidential transaction within the meaning of Regulations
section 1.6011-4(b)(3), and a transaction with contractual
protection within the meaning of Regulations section 1.6011-4(b)
(4). For more information on prohibited tax shelter transactions,
An organization that files Form 990 (other than a section 527
political organization) and that is a party to a prohibited tax
shelter transaction must file Form 8886-T, Disclosure by
Tax-Exempt Entity Regarding Prohibited Tax Shelter Transaction,
and may also have to file Form 4720, Return of Certain Excise
Taxes Under Chapters 41 and 42 of the Internal Revenue Code,
and pay an excise tax imposed by section 4965. For more
information, see the instructions for Forms 8886-T and 4720.
Line 6. Answer “Yes” on line 6a only if the organization has
annual gross receipts that are normally greater than $100,000
and if it solicited contributions not deductible under section 170
during the tax year.
Any fundraising solicitation (including solicitation of member
dues) by or on behalf of any section 501(c) or 527 organization
that isn't eligible to receive contributions deductible as
charitable contributions for federal income tax purposes must
include an explicit statement that contributions or gifts to it aren't
deductible as charitable contributions. The statement must be in
an easily recognizable format whether the solicitation is made in
written or printed form, by television or radio, or by telephone.
Failure to disclose that contributions aren't deductible could
result in a penalty of $1,000 for each day on which a failure
occurs. The maximum penalty for failures by any organization,
during any calendar year, shall not exceed $10,000. See section
6710 for details. In cases where the failure to make the
disclosure is due to intentional disregard of the law, more severe
penalties apply. No penalty will be imposed if the failure is due to
reasonable cause.
“off-the-shelf” software or self-created software), or similar
property, or applications or registrations of such property. If the
organization didn't receive a contribution of qualified intellectual
property, leave line 7g blank.
Line 7h. A donor of (1) a motor vehicle for use on public
roads, (2) a boat, or (3) an airplane can't claim a charitable
contribution deduction in excess of $500 unless the donee
organization provides the donor with a Form 1098-C,
Contributions of Motor Vehicles, Boats, and Airplanes, for the
donation (or a written acknowledgment with the same
information). See the instructions for Form 1098-C for more
information. If the organization didn't receive a contribution of a
car, boat, airplane, or other vehicle, leave line 7h blank.
All organizations that qualify under section 170(c) to receive
contributions that are deductible as charitable contributions for
federal income tax purposes (such as domestic section 501(c)
(3) organizations other than organizations that test for public
safety) should answer “No” on line 6a.
Line 8. A sponsoring organization of a donor advised fund
must answer “Yes” if any one of its donor advised funds had
excess business holdings at any time during the organization's
tax year. All other organizations should leave this line blank and
go to line 9. If “Yes,” see the instructions for Schedule C of Form
4720 to determine whether the organization is subject to the
excess business holdings tax under section 4943 and is required
to file Form 4720.
Line 7. Line 7 is directed only to organizations that can receive
deductible charitable contributions under section 170(c). See
Pub. 526, Charitable Contributions, for a description of such
organizations. All other organizations should leave lines 7a
through 7h blank and go to line 8.
Lines 7a and 7b. If a donor makes a payment in excess of
$75 partly as a contribution and partly in consideration for goods
or services provided by the organization, the organization must
generally notify the donor of the value of goods and services
provided.
For purposes of the excise tax on excess business holdings
under section 4943, a donor advised fund is treated as a private
foundation.
Line 9. Line 9 is required to be completed by sponsoring
organizations maintaining a donor advised fund. All other
organizations can leave this line blank and go to line 10.
16
2023 Instructions for Form 990
Line 9a. Answer “Yes” if the organization made any taxable
distributions under section 4966 during the organization's tax
year. If “Yes,” complete and file Form 4720, Schedule K, to
calculate and pay the tax.
Line 10a. Enter the amount of initiation fees, capital
contributions, and unusual amounts of income included in Part
VIII. Statement of Revenue, line 12, Total revenue, but not
included in the definition of gross receipts for section 501(c)(7)
exemption purposes as discussed in Appendix C. However, if the
organization is a college fraternity or sorority that charges
membership initiation fees but not annual dues, don't include
such initiation fees.
Line 10b. Enter the amount of gross receipts included in
Part VIII. Statement of Revenue, line 12, Total Revenue, derived
from the general public for use of the organization's facilities, that
is, from persons other than members or their spouses,
dependents, or guests.
Under section 4966, a taxable distribution includes a
distribution from a donor advised fund to an individual. A
taxable distribution also includes a distribution from a donor
advised fund to an estate, partnership, association, company, or
corporation unless:
The distribution is for a charitable purpose (for example, a
•
purpose described in section 170(c)(2)(B)), and
The organization exercises expenditure responsibility for the
•
distribution.
The above doesn't apply to distributions to any organization
Include the amount entered on line 10b of Form 990 on
described in section 170(b)(1)(A) (other than a disqualified
supporting organization, defined in section 4966(d)(4)), to the
sponsoring organization of such donor advised fund, or to any
other donor advised fund.
the club's Form 990-T if required to be filed. Investment
income earned by a section 501(c)(7) organization isn't
TIP
tax-exempt income unless set aside for the following purposes:
religious, charitable, scientific, literary, educational, or prevention
of cruelty to children or animals.
Line 9b. Answer “Yes” if the organization made a distribution
from a donor advised fund to a donor, donor advisor, or
related person during the organization's tax year. For purposes
of this question, a related person is any family member of the
donor or donor advisor and any 35% controlled entity (as
defined in section 4958(f)) of the donor or donor advisor. If “Yes,”
complete and file Form 4720 , Schedule L (Form 990).
If the combined amount of an organization's gross investment
income, and other gross income from unrelated trades or
businesses, is $1,000 or more for the tax year, the organization
must report the investment income, and other unrelated
business income, on Form 990-T.
If an organization makes a distribution from a
Line 11. Answer lines 11a and 11b only if the organization is
donor advised fund resulting from the advice of a
exempt under section 501(c)(12).
!
CAUTION
donor, donor advisor, family member, or 35%
One of the requirements that an organization must meet to
qualify under section 501(c)(12) is that at least 85% of its gross
income consists of amounts collected from members for the sole
purpose of meeting losses and expenses. For purposes of
section 501(c)(12), the term “gross income” means gross
receipts without reduction for any cost of goods sold.
Member income for purposes of this 85% Member Income
Test is income derived directly from the members to pay for
services that form the basis for tax exemption under section
501(c)(12), and includes payments for purchases of water,
electricity, and telephone service. Member income doesn't
include interest income, gains from asset or security sales, or
dividends from another cooperative (unless that cooperative is
also a member).
controlled entity of any of these persons, which
distribution directly or indirectly provides a more than
incidental benefit to one of such persons, section 4967
imposes a tax on (1) the person upon whose advice the
distribution was made, (2) the beneficiary of the
distribution, and (3) the fund manager for knowingly
agreeing to make the distribution. The persons liable for
the section 4967 tax must file Form 4720 to pay the tax. No
section 4967 tax will be imposed on a distribution if a tax
has been imposed for the distribution under section 4958.
If an organization makes a distribution from a donor
advised fund to a donor, donor advisor, family member, or
35% controlled entity of these persons, then the
transaction might be a section 4958 transaction. Such
transactions include any grant, loan, compensation, or
other similar payment to these persons, as well as any
other payment resulting in excess benefit.
Members are those individuals or entities that have the right
to elect the governing board of the organization, are involved in
the operations of the organization, and receive a share of its
excess operating revenues.
When calculating the member income percentage to
determine whether an organization meets the 85% Member
Income Test, the organization may exclude specific sources of
income from both the numerator and the denominator of the
fraction. For example, if an organization is a corporation and it
receives an amount that qualifies as a contribution to capital
under section 118, then that amount isn't included in either the
numerator or the denominator because it isn't considered to be
income for tax purposes. However, the payment must meet the
following conditions (see Rev. Rul. 93-16, 1993-1 C.B. 26) to
qualify as a contribution to capital.
Line 10. Answer lines 10a and 10b only if the organization is
exempt under section 501(c)(7).
A section 501(c)(7) organization isn't exempt from
income tax if any written policy statement, including the
governing instrument and bylaws, allows discrimination
TIP
on the basis of race, color, or religion.
However, section 501(i) allows social clubs to retain their
exemption under section 501(c)(7) even though their
membership is limited (in writing) to members of a particular
religion if the social club:
It must become a permanent part of the organization’s
•
working capital.
1. Is an auxiliary of a fraternal beneficiary society exempt
It must not be compensation for specific quantifiable services.
It must be bargained for.
•
•
•
•
under section 501(c)(8); and
2. Limits its membership to the members of a particular
religion, or the membership limitation is:
It must benefit the organization commensurately with its value.
It must ordinarily be used in or contribute to the production of
a. A good-faith attempt to further the teachings or principles
additional income.
of that religion, and
Gross income for mutual or cooperative electric companies is
figured by excluding any income received or accrued from the
following.
b. Not intended to exclude individuals of a particular race or
color.
1. Qualified pole rentals.
17
2023 Instructions for Form 990
2. Any provision or sale of electric energy transmission
services or ancillary services if the services are provided on a
nondiscriminatory, open-access basis under an open-access
transmission tariff; approved or accepted by the Federal Energy
Regulatory Commission (FERC) or under an independent
transmission provider agreement approved or accepted by
FERC (other than income received or accrued directly or
indirectly from a member).
3. The provision or sale of electric energy distribution
services or ancillary services, if the services are provided on a
nondiscriminatory, open-access basis to distribute electric
energy not owned by the mutual or electric cooperative
company:
a. To end-users who are served by distribution facilities not
owned by the company or any of its members (other than income
received or accrued directly or indirectly from a member), or
b. Generated by a generation facility not owned or leased by
the company or any of its members and which is directly
connected to distribution facilities owned by such company or
any of its members (other than income received or accrued
directly or indirectly from a member).
Line 13a. If the organization is licensed to issue qualified
health plans in more than one state, check “Yes.” If the
organization is licensed to issue qualified health plans in only
one state, check “No.” In either case, report on Schedule O
(Form 990) each state in which the organization is licensed to
issue qualified health plans, the dollar amount of reserves each
state requires the organization to maintain, and the dollar
amount of reserves the organization maintains and reports to
each state.
Line 13b. Report the highest dollar amount of reserves the
organization is required to maintain by any of the states in which
the organization is licensed to issue qualified health plans.
Line 13c. Report the highest dollar amount of reserves the
organization maintains on hand and reports to a state in which
the organization is licensed to issue qualified health plans.
Line 14a. Answer “Yes” on line 14a if the organization
received any payments during the year for indoor tanning
services. “Indoor tanning services” are services employing any
electronic product designed to incorporate one or more
ultraviolet lamps and intended for the irradiation of an individual
by ultraviolet radiation, with wavelengths in air between 200 and
400 nanometers, to induce skin tanning.
Line 14b. If an organization received a payment for services
for indoor tanning services during the year, it must collect from
the recipient of the services a tax equal to 10% of the amount
paid for such service, whether paid by insurance or otherwise,
and remit such tax quarterly to the IRS by filing Form 720,
Quarterly Federal Excise Tax Return. If the organization filed
Form 720 during the year, it should check “Yes” on line 14b. If it
answers “No” on line 14b, it should explain on Schedule O (Form
990) why it didn't file Form 720.
Line 15. See the instructions for Form 4720, Schedule N, to
determine if you paid to any covered employee more than $1
million in remuneration or paid an excess parachute payment
during the year. Remuneration paid to a covered employee
includes any remuneration paid by a related organization.
Line 16. Line 16 applies to private colleges and universities
subject to the excise tax on net investment income under section
4968. All other organizations, including state colleges and
universities described in the first sentence of section 511(a)(2)
(B), aren’t subject to this tax, and therefore check the “No” box
on line 16, and go to Part VI. A private college or university will
be subject to the excise tax on net investment income under
section 4968 only if four threshold tests are met.
4. From any nuclear decommissioning transaction.
5. From any asset exchange or conversion transaction.
For a mutual or cooperative telephone company, gross
income doesn't include amounts received or accrued either from
another telephone company for completing long distance calls to
or from or between the telephone company's members, from
qualified pole rentals, from the sale of display listings in a
directory furnished to the telephone company's members, or
from prepayment of a loan under section 306A, section 306B, or
section 311 of the Rural Electrification Act of 1936 (as in effect
on January 1, 1987).
If the calculated member income percentage for a
section 501(c)(12) organization is less than 85% for the
tax year, then the organization fails to qualify for
TIP
tax-exempt status for that year, and it must file Form 1120, U.S.
Corporation Income Tax Return, in lieu of Form 990 or 990-EZ for
the year. However, failing the 85% Member Income Test in one
year doesn't cause permanent loss of tax-exempt status under
section 501(c)(12). So long as the organization's member
income percentage is equal to or greater than 85% in any
subsequent tax year, the organization may file Form 990 or
990-EZ for that year, even if Form 1120 was filed in a prior year.
1. The organization must be an eligible educational
institution as defined in section 25A(f)(2). Section 25A(f)(2)
defines “eligible educational institution” as an institution that is
described in section 481 of the Higher Education Act of 1965 (20
U.S.C. 1088), as in effect on August 5, 1997, and is eligible to
participate in a program under title IV of such Act (20 USCS
sections 1070 et seq.).
2. The organization must have had at least 500
tuition-paying students, based upon a daily average student
count, during the preceding tax year.
Line 12. All organizations that aren't section 4947(a)(1) trusts
are to leave line 12 blank.
If a section 4947(a)(1) nonexempt charitable trust has no
taxable income under subtitle A, its filing of Form 990 can be
used to meet its income tax return filing requirement under
section 6012. Such a trust must, if it answers “Yes” on line 12a,
report its tax-exempt interest received or accrued (if reporting
under the accrual method) during the tax year on line 12b.
3. More than 50% of those students must have been located
Section 4947(a)(1) trusts must complete all sections of the
Form 990 and schedules that section 501(c)(3) organizations
must complete. All references to a section 501(c)(3) organization
on the Form 990, schedules, and instructions shall include a
section 4947(a)(1) trust (for instance, such a trust must complete
Schedule A (Form 990), unless expressly excepted).
in the United States.
4. The aggregate FMV, at the end of the preceding tax year,
of the assets not used directly in carrying out the organization’s
exempt purpose, held by the organization and related
organizations, must be at least $500,000 per student.
Line 13. Answer lines 13a, 13b, and 13c only if the organization
has received a loan or grant under the Department of Health and
Human Services CO-OP program.
Use the worksheet below to determine whether the
organization meets the last three threshold tests above. Save
this worksheet with the organization’s records.
18
2023 Instructions for Form 990
Threshold Tests for Section 4968
1. Enter the daily average number of FTE tuition-paying students in all locations. If fewer than 500, check “No” on line 16. If 500 or more, go to line 2.
2. Enter the daily average number of FTE tuition-paying students in the United States.
3. Divide line 2 by line 1. If 50% or less, check “No” on line 16. If greater than 50%, go to line 4.
4. Enter the FMV of assets held by the organization but not used directly in carrying out the
$
$
organization’s exempt purpose.
5. Enter the FMV of assets held by one or more related organizations.
6. Total. Add lines 4 and 5.
$
$
7. Divide line 6 by the daily average number of FTE students. If less than $500,000, check “No” on line 16. If $500,000 or more, check “Yes” on
line 16.
When calculating the FMV of such assets of a related
organization, exclude (1) assets of any related organization to
the extent that such assets are taken into account with respect to
another educational institution; and (2) unless the related
organization is controlled by the educational institution, or unless
the related organization is a supporting organization of the
educational institution, omit assets that are not intended, or are
not available, for the use or benefit of the educational institution.
Worksheet line 1. To calculate the number of tuition-paying
students during the preceding tax year (including for purposes of
determining the number of students at a particular location),
enter the daily average number of full-time equivalent (FTE)
tuition-paying students attending the institution, taking part-time
tuition-paying students into account on a full-time student
equivalent basis.
If worksheet line 1 is fewer than 500, the organization is not
subject to the section 4968 excise tax on net investment income.
The organization should answer “No” on line 16. If worksheet
line 1 is 500 or more, continue to line 2.
Worksheet line 6. Add lines 4 and 5.
Worksheet line 7. Divide line 6 by the daily average number
of FTE students.
Worksheet line 2. Enter the number of FTE tuition-paying
students included on line 1 who were located in the United
States during the preceding tax year and enter it on line 2.
Worksheet line 3. Divide line 2 by line 1. If 50% or less, the
organization is not subject to the section 4968 excise tax and the
organization should answer “No” on line 16. If greater than 50%,
continue to line 4.
Worksheet line 4. Calculate the FMV of the organization’s
assets not used directly in carrying out the organization’s exempt
purpose as of the end of the preceding tax year. To determine
which assets are used directly in carrying out the organization’s
exempt purpose, under these instructions, follow the principles of
section 4942(e)(1)(A) and Regulations section 53.4942(a)-2(c)
(3). To determine the FMV of the assets, use any reasonable
method as long as such method is consistently used. Under
these instructions, the principles of Regulations section
53.4942(a)-2(c)(4) will be considered to provide a reasonable
method.
If line 7 is less than $500,000, the organization is not subject
to the section 4968 excise tax on net investment income and the
organization should answer “No” on line 16. If line 7 is $500,000
or more, the organization is subject to the section 4968 excise
tax on net investment income and the organization should
answer “Yes” on line 16.
Line 17. Did the trust, or any disqualified or other person
engage in any activities that would result in the imposition of an
excise tax under section 4951, 4952, or 4953? See the
Instructions for Form 6069. If “Yes,” complete Form 6069.
Part VI. Governance, Management,
and Disclosure
Check the box in the heading of Part VI if Schedule O (Form 990)
contains any information pertaining to this part. All organizations
must complete Part VI. Use Schedule O (Form 990) to provide
required supplemental information as described in this part, and
to provide any additional information that the organization
considers relevant to this part.
Assets held for the production of income or for
investment aren't considered to be used directly for
!
Part VI requests information regarding an organization's
governing body and management, governance policies, and
disclosure practices. Although federal tax law generally doesn't
mandate particular management structures, operational policies,
or administrative practices, every organization is required to
answer each question in Part VI. For example, all organizations
must answer lines 11a and 11b, which ask about the
organization's process, if any, it uses to review Form 990, even
though the governing body isn't required by federal tax law to
review Form 990.
Even though the information on policies and procedures
requested in Section B generally isn't required under the Code,
the IRS considers such policies and procedures to generally
improve tax compliance. The absence of appropriate policies
and procedures can lead to opportunities for excess benefit
transactions, inurement, operation for nonexempt purposes, or
other activities inconsistent with exempt status. Whether a
particular policy, procedure, or practice should be adopted by an
organization depends on the organization's size, type, and
culture. Accordingly, it is important that each organization
consider the governance policies and practices that are most
appropriate for that organization in assuring sound operations
and compliance with tax law. For more governance information
CAUTION
charitable functions even though the income from the
assets is used for charitable functions. It is a factual question
whether an asset is held for the production of income or for
investment rather than used directly by the organization for
charitable purposes. For example, an office building used to
provide offices for employees engaged in managing endowment
funds for the organization isn't considered an asset used for
charitable purposes.
Worksheet line 5. Calculate the FMV of the assets of related
organizations (as defined below) using the FMV of assets as of
the end of the preceding tax year that ends with or within the
preceding tax year of the organization.
Section 4968 defines “related organization” to include only:
Organizations that control or are controlled by the educational
•
institution,
Organizations that are controlled by one or more of the same
•
persons who control the educational institution,
Supported organizations (as defined in section 509(f)(3)), and
Supporting organizations described in section 509(a)(3) that
•
•
support the educational institution during the tax year.
19
2023 Instructions for Form 990
4. Neither the member, nor any family member of the
member, was involved in a transaction with a taxable or
tax-exempt related organization (whether directly or indirectly
through affiliation with another organization) of a type and
amount that would be reportable on Schedule L (Form 990) if
required to be filed by the related organization.
Lifecycle of an Exempt Organization.
Section A. Governing Body and Management
Line 1a. The governing body is the group of one or more
persons authorized under state law to make governance
decisions on behalf of the organization and its shareholders or
members, if applicable. The governing body is, generally
speaking, the board of directors (sometimes referred to as
“board of trustees”) of a corporation or association, or the
trustee or trustees of a trust (sometimes referred to as the “board
of trustees”).
Enter the number, as of the end of the organization's tax year,
of members of the governing body of the organization with
power to vote on all matters that come before the governing body
(other than when a conflict of interest disqualifies the member
from voting). If members of the governing body don't all have the
same voting rights, explain material differences on Schedule O
(Form 990).
If the organization's governing body or governing documents
delegated authority to act on its behalf to an executive
committee or similar committee with broad authority to act on
behalf of the governing body, and the committee held such
authority at any time during the organization's tax year, describe
on Schedule O (Form 990) the composition of the committee,
whether any of the committee's members aren't on the governing
body, and the scope of the committee's authority. The
organization need not describe on Schedule O (Form 990)
delegations of authority that are limited in scope to particular
areas or matters, such as delegations to an audit committee,
investment committee, or compensation committee of the
governing body.
Note. The independence standard for purposes of Part VI isn't
the same as the “absence of conflict of interest” standard for
purposes of the rebuttable presumption under Regulations
section 53.4958-6, which focuses on conflicts with respect to a
particular transaction.
A member of the governing body isn't considered to lack
independence merely because of the following circumstances.
1. The member is a donor to the organization, regardless of
the amount of the contribution.
2. Religious exception: The member has taken a bona fide
vow of poverty and either (a) receives compensation as an
agent of a religious order or a section 501(d) religious or
apostolic organization, but only under circumstances in which
the member doesn't receive taxable income (see Rev. Rul.
77-290, 1977-2 C.B. 26; and Rev. Rul. 80-332, 1980-2 C.B. 34);
or (b) belongs to a religious order that receives sponsorship or
payments from the organization or a related organization that
don't constitute taxable income to the member.
3. The member receives financial benefits from the
organization solely in the capacity of being a member of the
charitable or other class served by the organization in the
exercise of its exempt function, such as being a member of a
section 501(c)(6) organization, so long as the financial benefits
comply with the organization's terms of membership.
Example 1. B is a voting member of the organization's board
of directors. B is also a partner with a profits and capital interest
greater than 35% in a law firm, C, that charged $120,000 to the
organization for legal services in a court case. The transaction
between C and the organization must be reported on Schedule L
(Form 990) because it is a transaction between the organization
and an entity of which B is a more-than-35% owner, and
because the payment to C from the organization exceeded
$100,000 (see the instructions for Schedule L (Form 990), Part
IV, regarding both factors). Accordingly, B isn't an independent
member of the governing body because the $120,000 payment
must be reported on Schedule L (Form 990) as an indirect
business transaction with B. If B were an associate attorney (an
employee) rather than a partner with a greater-than-35%
interest, and not an officer, director, trustee, or owner of the law
firm, the transaction wouldn't affect B's status as an independent
member of the organization's governing body.
Example. A voluntary employees' beneficiary association
(VEBA) is a trust under state law. Bank B is the sole trustee of
the trust. In completing line 1a, the VEBA will report one voting
member of the governing body.
Line 1b. Enter the number of independent voting members
of the governing body as of the end of the organization's tax
year. A member of the governing body is considered
“independent” only if all four of the following circumstances
applied at all times during the organization's tax year.
1. The member wasn't compensated as an officer or other
employee of the organization or of a related organization (see
the Instructions for Schedule R (Form 990)) except as provided
in the religious exception discussed below. Nor was the member
compensated by an unrelated organization or individual for
services provided to the filing organization or to a related
organization, if such compensation is required to be reported in
Part VII, Section A.
2. The member didn't receive total compensation
exceeding $10,000 during the organization's tax year (including
a short year, regardless of whether such compensation is
reported in Part VII) from the organization and related
organizations as an independent contractor, other than
reasonable compensation for services provided in the
capacity as a member of the governing body. For example, a
person who receives reasonable expense reimbursements and
reasonable compensation as a director of the organization
doesn't cease to be independent merely because she or he also
receives payments of $7,500 from the organization for other
arrangements.
Example 2. D is a voting member of both the organization's
governing body and the governing body of C, a related
organization. D's child, E, received $40,000 in taxable
compensation as a part-time employee of C. D isn't an
independent member of the governing body, because E received
compensation from C, a related organization to D, and the
compensation was of a type (compensation to a family member
of a member of C's governing body) and amount (over $10,000)
that would be reportable on Schedule L (Form 990) if the related
organization, C, were required to file Schedule L (Form 990).
Example 3. C was Board Chair of X school during the tax
year. X's bylaws designate the following as officer positions:
Board Chair, Secretary, and Treasurer. C set the agenda for
board of directors meetings, officiated board meetings,
coordinated development of board policy and procedure, was an
ex-officio member of all committees of the board, conducted
weekly staff meetings, and performed teacher and staff
evaluations. X compensated C during the tax year for C's
services. This compensation was attributable to C's board and
3. Neither the member, nor any family member of the
member, was involved in a transaction with the organization
(whether directly or indirectly through affiliation with another
organization) that is required to be reported on Schedule L (Form
990) for the organization's tax year.
20
2023 Instructions for Form 990
committee activities, and to C's non-director activities involving
staff meetings and evaluations. Because X compensated C for
services as an officer/employee, C isn't an independent member
of the governing body. See Rev. Rul. 68-597 and Rev. Rul.
57-246 for a description of the distinction between director
services and officer services.
Example 4. The facts are the same as in Example 3, except
that the Board Chair position wasn't designated as an officer
position under X's bylaws, board resolutions, or state law.
Nevertheless, because X compensated C for non-director
activities involving staff meetings and evaluations during the tax
year, C is deemed to have received compensation as an
employee—not as a governing body member—for those
activities. Therefore, C isn't an independent member of the
governing body.
Example 5. The facts are the same as in Example 3, except
that (1) C conducted only director and committee activities
during the tax year; (2) C didn't conduct staff meetings and
evaluations; and (3) X compensated C a reasonable amount for
C's Board Chair services during the tax year, but didn't provide
any other compensation to C in any other capacity. C's
independence as a Board member isn't compromised by
receiving compensation from X as a Board member (and not as
an officer or employee).
3. The two persons are each a director, trustee, officer, or
greater-than-10% owner in the same business or investment
entity (but not in the same tax-exempt organization).
Ownership is measured by stock ownership (either voting
power or value, whichever is greater) of a corporation, profits or
capital interest in a partnership or an LLC (whichever is greater),
membership interest in a nonprofit organization, or beneficial
interest in a trust. Ownership includes indirect ownership (for
example, ownership in an entity that has ownership in the entity
in question); there may be ownership through multiple tiers of
entities.
Privileged relationship exception. For purposes of line 2, a
business relationship doesn't include a relationship between an
attorney and client, a medical professional (including
psychologist) and patient, or a priest/clergy and penitent/
communicant.
Example 1. B is an officer of the organization, and C is a
member of the organization's governing body. B is C's sister's
spouse. The organization must report that B and C have a family
relationship.
Example 2. D and E are officers of the organization. D is
also a partner in an accounting firm with 300 partners (with a
1/300 interest in the firm's profits and capital) but isn't an officer,
director, or trustee of the accounting firm. D's accounting firm
provides services to E in the ordinary course of the accounting
firm's business, on terms generally offered to the public, and
receives $100,000 in fees during the year. The relationship
between D and E isn't a reportable business relationship, either
because (1) it is in the ordinary course of business on terms
generally offered to the public, or (2) D doesn't hold a
greater-than-35% interest in the accounting firm's profits or
capital.
Example 3. F and G are trustees of the organization. F is the
owner and CEO of an automobile dealership. G purchased a
$45,000 car from the dealership during the organization's tax
year in the ordinary course of the dealership's business, on
terms generally offered to the public. The relationship between F
and G isn't a reportable business relationship because the
transaction was in the ordinary course of business on terms
generally offered to the public.
Example 4. H and J are members of the organization's
board of directors. Both are CEOs of publicly traded corporations
and serve on each other's board. The relationship between H
and J is a reportable business relationship because each is a
director or officer in the same business entity.
Example 5. K is an officer of the organization, and L is on its
board of directors. L is a greater-than-35% partner of a law firm
that charged $60,000 during the organization's tax year for legal
services provided to K that were worth $600,000 at the law firm's
ordinary rates. Thus, the ordinary course of business exception
doesn't apply. However, the relationship between K and L isn't a
reportable business relationship because of the privileged
relationship of attorney and client.
Also see Examples 2 and 3 in the instructions for Part VII,
Section A, line 5, later.
Reasonable effort. The organization need not engage in
more than a reasonable effort to obtain the necessary
information to determine the number of independent voting
members of its governing body and can rely on information
provided by such members. For instance, the organization can
rely on information it obtains in response to a questionnaire sent
annually to each member of the governing body that includes the
member's name and title, blank lines for the member's signature
and signature date, and the pertinent instructions and definitions
for line 1b, to determine whether the member is or isn't
independent.
Line 2. Answer “Yes” if any of the organization's current
officers, directors, trustees, or key employees, as reported in
Part VII, Section A, had a family relationship or business
relationship with another of the organization's current officers,
directors, trustees, or key employees, as reported in Part VII,
Section A, at any time during the organization's tax year. For
each family and business relationship, identify the persons and
describe their relationship on Schedule O (Form 990). It is
sufficient to enter “family relationship” or “business relationship”
without greater detail.
Business relationship. Business relationships between two
persons include any of the following.
1. One person is employed by the other in a sole
proprietorship or by an organization with which the other is
associated as a trustee, director, officer, or greater-than-35%
owner, even if that organization is tax exempt. However, don't
report a person’s employment by the filing organization as a
business relationship.
2. One person is transacting business with the other (other
than in the ordinary course of either party's business on the
same terms as are generally offered to the public), directly or
indirectly, in one or more contracts of sale, lease, license, loan,
performance of services, or other transaction involving transfers
of cash or property valued in excess of $10,000 in the aggregate
during the organization's tax year. Indirect transactions are
transactions with an organization with which the one person is
associated as a trustee, director, officer, or greater-than-35%
owner. Such transactions don't include charitable contributions
to tax-exempt organizations.
Reasonable effort. The organization isn't required to provide
information about a family or business relationship between two
officers, directors, trustees, or key employees if it is unable
to secure the information after making a reasonable effort to
obtain it. An example of a reasonable effort would be for the
organization to distribute a questionnaire annually to each such
person that includes the name and title of each person reporting
information, blank lines for those persons' signatures and
signature dates, and the pertinent instructions and definitions for
line 2.
Line 3. Answer “Yes” if, at any time during the organization's tax
year, the organization used a management company or other
person (other than persons acting in their capacities as officers,
21
2023 Instructions for Form 990
directors, trustees, or key employees) to perform any
management duties customarily performed by or under the direct
supervision of officers, directors, trustees, or key
the state and to the required or permitted number or frequency of
governing body or member meetings.
Describe significant changes on Schedule O (Form 990), but
don't attach a copy of the amendments or amended document to
Form 990 (or recite the entire amended document verbatim),
unless such amended documents reflect a change in the
organization's name. See Specific Instructions, Item B, earlier,
regarding attachments required in the event of a change in the
organization's name.
employees. Such management duties include, but aren't limited
to, hiring, firing, and supervising personnel; planning or
executing budgets or financial operations; or supervising exempt
operations or unrelated trades or businesses of the organization.
Management duties don't include administrative services (such
as payroll processing) that don't involve significant managerial
decision making. Management duties also don't include
investment management unless the filing organization conducts
investment management services for others.
An organization must report significant changes to its
organizational documents on Form 990, Part VI, rather
than in a letter to EO Determinations. EO Determinations
TIP
If “Yes,” on Schedule O (Form 990), list the name(s) of the
management company or companies or other person(s)
performing management duties; describe the services they
provided to the organization; list any of the organization’s current
or former officers, directors, trustees, key employees, and
highest compensated employees listed in Part VII, Section A,
who were compensated by the management company or
companies or other person(s) during the calendar year ending
with or within the organization's tax year; and list the amounts of
reportable and other compensation they received from the
management company or companies or other person(s) for
services provided to the filing organization and related
organizations during that year.
no longer issues letters confirming the tax-exempt status of
organizations that report significant changes to their
organizational documents, though it will, on request, issue an
affirmation letter confirming an organization's name change. The
IRS will no longer require a new exemption application from a
domestic section 501(c) organization that undergoes certain
changes of form or place of organization described in Rev. Proc.
2018-15, 2018-9 I.R.B. 379.
Line 5. Answer “Yes” if the organization became aware during
the organization's tax year of a significant diversion of its assets,
whether or not the diversion occurred during the year. If “Yes,”
explain the nature of the diversion, dollar amounts and/or other
property involved, corrective actions taken to address the matter,
and pertinent circumstances on Schedule O (Form 990),
although the person or persons who diverted the assets
shouldn't be identified by name.
A diversion of assets includes any unauthorized conversion or
use of the organization's assets other than for the organization's
authorized purposes, including but not limited to embezzlement
or theft. Report diversions by the organization's officers,
directors, trustees, employees, volunteers, independent
contractors, grantees (diverting grant funds), or any other
person, even if not associated with the organization other than
by the diversion. A diversion of assets doesn't include an
authorized transfer of assets for FMV consideration, such as to a
joint venture or for-profit subsidiary in exchange for an interest
in the joint venture or subsidiary. For this purpose, a diversion is
considered significant if the gross value of all diversions (not
taking into account restitution, insurance, or similar recoveries)
discovered during the organization's tax year exceeds the lesser
of (1) 5% of the organization's gross receipts for its tax year, (2)
5% of the organization's total assets as of the end of its tax year,
or (3) $250,000.
Line 4. The organization must report significant changes to its
organizing or enabling document by which it was created
(articles of incorporation, association, or organization; trust
instrument; constitution; or similar document), and to its rules
governing its affairs commonly known as bylaws (or regulations,
operating agreement, or similar document). Report significant
changes that weren't reported on any prior Form 990, and that
were made before the end of the tax year. Don't report changes
to policies described or established outside of the organizing or
enabling document and bylaws (or similar documents), such as
adoption of, or change to, a policy adopted by resolution of the
governing body that doesn't entail a change to the organizing
document or bylaws.
Examples of significant changes to the organizing or enabling
document or bylaws include changes to:
The organization's exempt purposes or mission;
•
•
The organization’s name (also see the instructions under
Specific Instructions, Item B, earlier);
The number, composition, qualifications, authority, or duties of
•
the governing body's voting members;
The number, composition, qualifications, authority, or duties of
•
the organization's officers or key employees;
Note. A diversion of assets can in some cases be inurement of
the organization's net earnings. In the case of section 501(c)(3),
501(c)(4), and 501(c)(29) organizations, it can also be an
excess benefit transaction taxable under section 4958 and
reportable on Schedule L (Form 990).
The role of the stockholders or membership in governance;
The distribution of assets upon dissolution;
•
•
•
The provisions to amend the organizing or enabling document
or bylaws;
The quorum, voting rights, or voting approval requirements of
•
the governing body members or the organization's stockholders
or membership;
Line 6. Answer “Yes” if the organization is organized as a stock
corporation, a joint-stock company, a partnership, a joint
venture, or an LLC. Also answer “Yes” if the organization is
organized as a non-stock, nonprofit, or not-for-profit corporation
or association with members. For purposes of Form 990, Part VI,
member means (without regard to what a person, including a
corporation or other legal entity, is called in the governing
documents) any person who, pursuant to a provision of the
organization's governing documents or applicable state law, has
the right to participate in the organization's governance or to
receive distributions of income or assets from the organization.
Members don't include governing body members. For purposes
of Part VI, a membership organization includes members with
the following kinds of rights.
The policies or procedures contained within the organizing
•
documents or bylaws regarding compensation of officers,
directors, trustees, or key employees, conflicts of interest,
whistleblowers, or document retention and destruction; and
The composition or procedures contained within the
•
organizing document or bylaws of an audit committee.
Example. Organization X has a written conflicts of interest
policy that isn't contained within the organizing document or
bylaws. The policy is changed by board resolution. The policy
change doesn't need to be reported on line 4.
Examples of insignificant changes made to organizing or
enabling documents or bylaws that aren't required to be reported
here include changes to the organization's registered agent with
22
2023 Instructions for Form 990
1. The members elect the members of the governing body
(but not if the persons on the governing body are the
organization's only members) or their delegates.
Line 10a. Answer “Yes” if the organization had during its tax
year any local chapters, local branches, local lodges, or other
similar local units or affiliates over which the organization had the
legal authority to exercise direct or indirect supervision and
control (whether or not in a group exemption) and local units
that aren't separate legal entities under state law over which the
organization had such authority. An affiliate or unit is considered
“local” for this purpose if it is responsible for a smaller
geographical area than the filing organization is responsible for.
Thus, a regional organization would be considered local for a
national organization.
2. The members approve significant decisions of the
governing body.
3. The members can receive a share of the organization's
profits or excess dues or a share of the organization's net assets
upon the organization's dissolution.
Describe on Schedule O (Form 990) the classes of members or
stockholders with the rights described above.
Line 7a. Answer “Yes” on line 7a if at any time during the
organization's tax year there were one or more persons (other
than the organization's governing body itself, acting in such
capacity) that had the right to elect or appoint one or more
members of the organization's governing body, whether
periodically, or as vacancies arise, or otherwise. If “Yes,” describe
on Schedule O (Form 990) the class or classes of such persons
and the nature of their rights.
Example 1. X is a national organization dedicated to the
reform of K. X has affiliates in 15 states that conduct activities to
carry out the purposes of X at the state level. X has the authority
to approve the annual budget of each affiliate. X must answer
“Yes” on line 10a.
Example 2. Y is a section 170(b)(1)(A)(iii) hospital located in
M City. Y appoints a majority of the board of directors of Z, a
section 509(a)(3) supporting organization that invests funds and
makes grants for the benefit of Y. Although Y controls Z, Z isn't a
local affiliate of Y that would require Y to answer “Yes” on
line 10a.
Line 7b. Answer “Yes” on line 7b if at any time during the
organization's tax year any governance decisions of the
organization were reserved to (or subject to approval by)
members, stockholders, or persons other than the governing
body, whether or not any such governance decisions were
made during the tax year, such as approval of the governing
body's election or removal of members of the governing body, or
approval of the governing body's decision to dissolve the
organization. If “Yes,” describe on Schedule O (Form 990) the
class or classes of such persons, the decisions that require their
approval, and the nature of their voting rights.
Line 10b. Written policies and procedures governing the
activities of local chapters, branches, and affiliates to ensure
their operations are consistent with the organization's tax-exempt
purposes are documents used by the organization and its local
units to address the policies, practices, and activities of the local
unit. Such policies and procedures can include policies and
procedures similar to those described in lines 11–16 of this
section, whether separate or included as required provisions in
the chapter's articles of organization or bylaws, a manual
provided to chapters, a constitution, or similar documents. If
“No,” explain on Schedule O (Form 990) how the organization
ensures that the local unit's activities are consistent with the
organization's tax-exempt purposes.
Line 8. Answer “Yes” on lines 8a and 8b if the organization
contemporaneously documented by any means permitted by
state law every meeting held and written action taken during the
organization's tax year by its governing body and committees
with authority to act on behalf of the governing body (which
ordinarily don't include advisory boards). Documentation
permitted by state law can include approved minutes, email, or
similar writings that explain the action taken, when it was taken,
and who made the decision. For this purpose, contemporaneous
means by the later of (1) the next meeting of the governing body
or committee (such as approving the minutes of the prior
meeting), or (2) 60 days after the date of the meeting or written
action. If the answer to either line 8a or 8b is “No,” explain on
Schedule O (Form 990) the organization's practices or policies, if
any, regarding documentation of meetings and written actions of
its governing body and committees with authority to act on its
behalf. If the organization had no committees, answer “No” to
line 8b.
Note. The central organization (parent organization) named in
a group exemption letter is required to have general
supervision or control over its subordinate organizations as a
condition of the group exemption.
Line 11a. Answer “Yes” only if a complete copy of the
organization's final Form 990 (including all required schedules),
as ultimately filed with the IRS, was provided to each person who
was a voting member of the governing body at the time the
Form 990 was provided, whether in paper or electronic form,
before its filing with the IRS. The organization can answer “Yes” if
it emailed all of its governing body members a link to a
password-protected website on which the entire Form 990 can
be viewed, and noted in the email that the Form 990 is available
for review on that site. However, answer “No” if the organization
merely informed its governing body members that a copy of the
Form 990 is available upon request. Answer “No” if the
Line 9. The IRS needs a current mailing address to contact the
organization's officers, directors, trustees, or key employees.
The organization can use its official mailing address stated on
the first page of Form 990 as the mailing address for such
persons. Otherwise, enter on Schedule O (Form 990) the mailing
addresses for such persons who are to be contacted at a
different address. Such information will be available to the public.
organization redacted or removed any information from the copy
of its final Form 990 that it provided to its governing body
members before filing the form. For example, answer “No” if the
organization, at the request of a donor, redacted the name and
address of that donor from the copy of its Schedule B (Form
990), that it provided to its governing body members. Under
those circumstances, the organization may explain on
Section B. Policies
Answer “Yes” to any question in this section that asks whether
the organization had a particular policy or practice only if the
organization's governing body (or a committee of the governing
body, if the governing body delegated authority to that committee
to adopt the policy) adopted the policy by the end of its tax year,
and if the policy applied to the organization as a whole. If the
policy applied only on a division-wide or department-wide level,
answer “No.” The organization may explain the scope of such
policy on Schedule O (Form 990).
Schedule O (Form 990) why it answered “No” to line 11a.
Line 11b. Describe on Schedule O (Form 990) the process, if
any, by which any of the organization's officers, directors,
trustees, board committee members, or management reviewed
the prepared Form 990, whether before or after it was filed with
the IRS, including specifics about who conducted the review,
when they conducted it, and the extent of any such review. If no
23
2023 Instructions for Form 990
review was or will be conducted, enter “No review was or will be
conducted.”
Certain federal or state laws provide protection against
whistleblower retaliation and prohibit destruction of
certain documents. For instance, while the federal
TIP
Example. The return preparer emails a copy of the final
version of Form 990 to each Board member before it was filed.
However, no Board member undertakes any review of the form
either before or after filing. Because such a copy of the final
version of the form was provided to each voting member of the
organization's governing body before it was filed, the
Sarbanes-Oxley legislation generally doesn't pertain to
tax-exempt organizations, it does impose criminal liability on
tax-exempt as well as other organizations for (1) retaliation
against whistleblowers that report federal offenses, and (2)
destruction of records with the intent to obstruct a federal
investigation. See 18 U.S.C. sections 1513(e) and 1519. Also
note that an organization is required to keep books and records
relevant to its tax exemption and its filings with the IRS. Some
states provide additional protection for whistleblowers.
organization can answer “Yes” even though no review took place.
The organization must describe its Form 990 review process (or
lack thereof) on Schedule O (Form 990).
Line 12a. Answer “Yes” if, as of the end of the organization's tax
year, the organization had a written conflict of interest policy.
A conflict of interest policy defines conflicts of interest, identifies
the classes of individuals within the organization covered by the
policy, facilitates disclosure of information that can help identify
conflicts of interest, and specifies procedures to be followed in
managing conflicts of interest. A conflict of interest arises when a
person in a position of authority over an organization, such as an
officer, director, manager, or key employee can benefit
financially from a decision he or she could make in such
capacity, including indirect benefits such as to family members
or businesses with which the person is closely associated. For
this purpose, a conflict of interest doesn't include questions
involving a person's competing or respective duties to the
organization and to another organization, such as by serving on
the boards of both organizations, that don't involve a material
financial interest of, or benefit to, such person.
Example. B is a member of the governing body of X Charity
and of Y Charity, both of which are section 501(c)(3) public
charities with different charitable purposes. X Charity has taken a
public stand in opposition to a specific legislative proposal. At an
upcoming board meeting, Y Charity will consider whether to
publicly endorse the same specific legislative proposal. While B
may have a conflict of interest in this decision, the conflict
doesn't involve a material financial interest of B's merely as a
result of Y Charity's position on the legislation.
Line 15. Answer “Yes” on line 15a if, during the tax year, the
organization (not a related organization or other third party)
used a process for determining compensation (reported on Part
II or Schedule J (Form 990), Compensation Information) of the
CEO, executive director, or other person who is the top
management official, that included all of the following
elements.
Review and approval by a governing body or compensation
•
committee, provided that persons with a conflict of interest
regarding the compensation arrangement at issue weren't
involved. For purposes of this question, a member of the
governing body or compensation committee has a conflict of
interest regarding a compensation arrangement if any of the
following circumstances apply.
1. The member (or a family member of the member) is
participating in or economically benefitting from the
compensation arrangement.
2. The member is in an employment relationship subject to
the direction or control of any person participating in or
economically benefitting from the compensation arrangement.
3. The member receives compensation or other payments
subject to approval by any person participating in or
economically benefitting from the compensation arrangement.
4. The member has a material financial interest affected by
Line 12b. Answer “Yes” if the organization's officers, directors,
trustees, and key employees are required to disclose or
update annually (or more frequently) information regarding their
interests and those of their family members that could give rise
to conflicts of interest, such as a list of family members,
substantial business or investment holdings, and other
transactions or affiliations with businesses and other
organizations and those of family members.
the compensation arrangement.
5. The member approves a transaction providing economic
benefits to any person participating in the compensation
arrangement, who in turn has approved or will approve a
transaction providing economic benefits to the member. See
Regulations section 53.4958-6(c)(1)(iii).
Use of data as to comparable compensation for similarly
•
qualified persons in functionally comparable positions at similarly
situated organizations.
Line 12c. If “Yes,” describe on Schedule O (Form 990) the
organization's practices for monitoring proposed or ongoing
transactions for conflicts of interest and dealing with potential or
actual conflicts, whether discovered before or after the
transaction has occurred. The description should include an
explanation of which persons are covered under the policy, the
level at which determinations of whether a conflict exists are
made, and the level at which actual conflicts are reviewed. Also
explain any restrictions imposed on persons with a conflict, such
as prohibiting them from participating in the governing body's
deliberations and decisions in the transaction.
Contemporaneous documentation and recordkeeping for
•
deliberations and decisions regarding the compensation
arrangement.
Answer “Yes” on line 15b if the process for determining
compensation of one or more officers or key employees other
than the top management official included all of the elements
listed above.
If the answer was “Yes” on line 15a or 15b, describe the
process on Schedule O (Form 990), identify the offices or
positions for which the process was used to establish
compensation of the persons who served in those offices or
positions, and enter the year in which this process was last
undertaken for each such person.
If the organization didn't compensate its CEO, executive
director, or top management official during the tax year, answer
“No” to line 15a. If the organization didn't compensate any of its
other officers or key employees during the tax year, even if such
employees were compensated by a related organization, answer
“No” to line 15b.
Lines 13 and 14. A whistleblower policy encourages staff and
volunteers to come forward with credible information on illegal
practices or violations of adopted policies of the organization,
specifies that the organization will protect the individual from
retaliation, and identifies those staff or board members or
outside parties to whom such information can be reported. A
document retention and destruction policy identifies the record
retention responsibilities of staff, volunteers, board members,
and outsiders for maintaining and documenting the storage and
destruction of the organization's documents and records.
24
2023 Instructions for Form 990
listed on Schedule B (Form 990)) of any such forms during the
tax year.
Line 16. Answer “Yes” on line 16a if, at any time during its tax
year, the organization invested in, contributed assets to, or
otherwise participated in a joint venture or similar arrangement
with one or more taxable persons. For purposes of line 16, a joint
venture or similar arrangement (or a “venture or arrangement”)
means any joint ownership or contractual arrangement through
which there is an agreement to jointly undertake a specific
business enterprise, investment, or exempt-purpose activity
without regard to (1) whether the organization controls the
venture or arrangement, (2) the legal structure of the venture or
arrangement, or (3) whether the venture or arrangement is
treated as a partnership for federal income tax purposes, or as
an association, or corporation for federal income tax purposes.
Disregard ventures or arrangements that meet both of the
following conditions.
1. 95% or more of the venture's or arrangement's income for
its tax year ending with or within the organization's tax year is
described in sections 512(b)(1)–(5) (including unrelated
debt-financed income).
2. The primary purpose of the organization's contribution to,
or investment or participation in, the venture or arrangement is
the production of income or appreciation of property.
If “Other” is checked, explain on Schedule O (Form 990). Also
explain on Schedule O (Form 990) if the organization didn't make
publicly available upon request any of Forms 1023, 1023-EZ,
1024, 1024-A, 990, or 990-T that are subject to public inspection
requirements. Exempt organizations must make available for
public inspection their Form 1023, 1023-EZ, 1024, or 1024-A
application for recognition of exemption. Applications filed before
July 15, 1987, need not be made publicly available unless the
organization had a copy on July 15, 1987.
Organizations that file Form 990 must make it publicly
available for a period of 3 years from the date it is required to be
filed (including extensions) or, if later, is actually filed.
Organizations aren't required to make publicly available the
names and addresses of contributors (as set forth on
Schedule B (Form 990), and on Form 1023, 1023-EZ, 1024, or
1024-A). Section 501(c)(3) organizations that file Form 990-T are
also required to make their Forms 990-T publicly available for the
corresponding 3-year period for forms filed after August 17, 2006
(unless the form was filed solely to request a refund of telephone
excise taxes). See Appendix D for more information on public
inspection requirements.
Answer “Yes” on line 16b if, as of the end of the organization's
tax year, the organization had both:
Line 19. Explain on Schedule O (Form 990) whether the
organization made its governing documents (for example,
articles of incorporation, constitution, bylaws, trust instrument),
conflict of interest policy, and financial statements (whether
or not audited) available to the general public during the tax year,
and, if so, how it made them available to the public (for example,
posting on the organization's website, posting on another
website, providing copies on request, inspection at an office of
the organization, etc.). If the organization didn't make any of
these documents available to the public, enter “No documents
available to the public.”
1. Followed a written policy or procedure that required the
organization to negotiate, in its transactions and arrangements
with other members of the venture or arrangement, such terms
and safeguards as are adequate to ensure that the
organization's exempt status is protected; and
2. Taken steps to safeguard the organization's exempt status
for the venture or arrangement.
Some examples of safeguards include the following.
Control over the venture or arrangement sufficient to ensure
•
Federal tax law doesn't require that such documents be made
publicly available unless they were included on a form that is
publicly available (such as Form 1023, 1023-EZ, 1024, or
1024-A).
that the venture furthers the exempt purpose of the organization.
Requirements that the venture or arrangement give priority to
•
exempt purposes over maximizing profits for the other
participants.
The venture or arrangement not engage in activities that
•
Line 20. Provide the name of the person who possesses the
organization's books and records, and the business address and
telephone number of such person (or of the organization if the
books and records are kept by such person at a personal
residence). If the books and records are kept at more than one
location, provide the name, business address, and telephone
number of the person responsible for coordinating the
maintenance of the books and records. The organization isn't
required to provide the address or telephone number of a
personal residence of an individual. If provided, however, such
information will be available to the public.
would jeopardize the organization's exemption (such as political
intervention or substantial lobbying for a section 501(c)(3)
organization).
All contracts entered into with the organization be on terms
•
that are at arm's length or more favorable to the organization.
Section C. Disclosure
Line 17. List the states with which a copy of this Form 990 is
required to be filed, even if the organization hasn't yet filed Form
990 with that state. Use Schedule O (Form 990) if additional
space is necessary.
Part VII. Compensation of Officers,
Directors, Trustees, Key Employees,
Highest Compensated Employees,
and Independent Contractors
Some states require or permit the filing of Form 990 to
fulfill state exempt organization or charitable solicitation
reporting requirements.
TIP
Line 18. Check the box for “Own website” only if the
organization posted an exact reproduction (other than for
information permitted by law to be withheld from public
disclosure, such as the names and addresses of contributors
listed on Schedule B (Form 990)) of its Form 990, Form 990-T
(for section 501(c)(3) organizations), or application for
recognition of exemption (Form 1023, 1023-EZ, 1024, or
1024-A) on its website during its tax year. Check the box for
“Another's website” only if the organization provided to another
individual or organization and that other individual or
Check the box in the heading of Part VII if Schedule O (Form
990) contains any information pertaining to this part.
Overview. Form 990, Part VII, requires the listing of the
organization's current or former officers, directors, trustees,
key employees, and highest compensated employees, and
current independent contractors, and reporting of certain
compensation information relating to such persons.
All organizations are required to complete Part VII, and when
applicable, Schedule J (Form 990), for certain persons.
Compensation must be reported for the calendar year ending
with or within the organization's tax year. In some cases,
organization posted on its website, an exact reproduction (other
than for information permitted by law to be withheld from public
disclosure, such as the names and addresses of contributors
25
2023 Instructions for Form 990
persons are reported in Part VII or Schedule J (Form 990) only if
their reportable compensation (as explained below) and “other
compensation” (as explained below) from the organization and
related organizations (as explained in the Glossary and in the
Instructions for Schedule R (Form 990)) exceeds certain
thresholds. In some cases, compensation from an unrelated
organization must be reported on Form 990. See the
instructions for Part VII, Section A, line 5, later. The amount of
compensation reported on Form 990, Part VII, for a listed person
may differ from the amount reported on Form 990, Part IX, line 5,
for that person due to factors such as a different accounting
period (calendar vs. fiscal year) or a different accounting
method.
Special rules apply to disregarded entities of which the
organization is the sole member. See Disregarded Entities, later.
To determine which persons are current or former officers,
directors, trustees, key employees, or highest compensated
employees, see the instructions for Part VII, Section A, column
(C), later.
Order of reporting. List the persons required to be included in
Part VII, Section A, in order from highest to lowest compensation
based on the sum of columns (D), (E), and (F) for each person.
When the amount of total compensation is the same, list the
persons in the following order: individual trustees or directors,
institutional trustees, officers, key employees, highest
compensated employees, and former such persons.
Form 990, Part VII, relies on definitions of reportable
compensation and other compensation. Reportable
compensation generally refers to compensation reported in
box 1 or 5 (whichever amount is greater) of Form W-2, Wage and
Tax Statement; box 1 of Form 1099-NEC, Nonemployee
Compensation; and box 6 of Form 1099-MISC, Miscellaneous
Information. Organizations must also report other compensation
in Part VII, as discussed in the instructions for Part VII, Section A,
column (F), later.
Fiscal year filers. To determine which persons are listed in Part
VII, Section A, the organization must use the calendar year
ending with or within the organization's fiscal year for some
(those whose compensation must exceed minimum thresholds
in order to be reported) and the fiscal year for others. Report
officers, directors, and trustees that served at any time during
the fiscal year as “current” officers, directors, and trustees.
Report the following persons based on reportable
compensation and status for the calendar year ending within
the fiscal year.
Organizations must report compensation for both current and
former officers, directors, trustees, key employees, and highest
compensated employees. The distinction between current and
former such persons is discussed below. The determination of
“former” uses a 5-year lookback period.
Current key employees (over $150,000 of reportable
•
compensation from the organization and related
organizations).
Current five highest compensated employees (over
•
$100,000 of reportable compensation from the organization and
related organizations), other than current officers, directors,
trustees, and key employees.
Organizations must report compensation from themselves
and from related organizations, which generally consist of
parents, subsidiaries, brother/sister organizations, supporting
organizations, supported organizations, sponsoring
organizations of VEBAs, and contributing employers to VEBAs.
See the Instructions for Schedule R (Form 990) for a fuller
discussion of related organizations.
Former officers, key employees, and five highest
•
compensated employees (over $100,000 of reportable
compensation from the organization and related organizations,
with special rules for former highest compensated employees).
Former directors and trustees (over $10,000 of reportable
•
compensation for services in the capacity as director or trustee
of the organization, from the organization and related
organizations).
Part VII, Section A, requires reporting of officers, directors,
trustees, key employees, and up to five of the organization's
highest compensated employees. Compensation from related
organizations must also be taken into account in determining a
person's compensation and reported in Part VII, Section A,
columns (E) and (F).
Report compensation on Form 990, Part VII, for the calendar
year ending within the organization's fiscal year, including that
of current officers, directors, and trustees, even if the fiscal year
is used to determine which such persons must be listed in Part
VII.
Section B requires reporting of the five highest compensated
independent contractors. Section B doesn't require reporting of
compensation from related organizations.
Director or trustee. A director or trustee is a member of the
organization's governing body, but only if the member has
voting rights. A director or trustee that served at any time during
the organization's tax year is deemed a current director or
trustee. Members of advisory boards that don't exercise any
governance authority over the organization aren't considered
directors or trustees.
An “institutional trustee” is a trustee that isn't an individual or
natural person but an organization. For instance, a bank or trust
company serving as the trustee of a trust is an institutional
trustee.
Section A. Officers, Directors, Trustees, Key
Employees, and Highest Compensated
Employees
Overview. Organizations are required to enter in Part VII,
Section A, the following officers, directors, trustees, and
employees of the organization whose reportable
compensation from the organization and related
organizations (as explained in the Glossary and the
Instructions for Schedule R (Form 990)) exceeded the following
thresholds for the tax year.
Officer. An officer is a person elected or appointed to manage
the organization's daily operations. An officer that served at any
time during the organization's tax year is deemed a current
officer. The officers of an organization are determined by
reference to its organizing document, bylaws, or resolutions of its
governing body, or as otherwise designated consistent with
state law, but, at a minimum, include those officers required by
applicable state law. Officers can include a president, vice
president, secretary, treasurer, and, in some cases, a Board
Chair. In addition, for purposes of Form 990, including Part VII,
Section A, and Schedule J (Form 990), treat as an officer the
following persons, regardless of their titles.
Current officers, directors, and trustees (no minimum
•
compensation threshold).
Current key employees (over $150,000 of reportable
•
compensation).
Current five highest compensated employees other than
•
officers, directors, trustees, or listed key employees (over
$100,000 of reportable compensation).
Former officers, key employees, and highest compensated
•
employees (over $100,000 of reportable compensation, with
special rules for former highest compensated employees).
Former directors and trustees (over $10,000 of reportable
•
compensation in the capacity as a former director or trustee).
26
2023 Instructions for Form 990
1. Top management official. The person who has ultimate
responsibility for implementing the decisions of the governing
body or for supervising the management, administration, or
operation of the organization, for example, the organization's
president, CEO, or executive director.
2. Top financial official. The person who has ultimate
responsibility for managing the organization's finances, for
example, the organization's treasurer or chief financial officer.
In the examples set forth below, assume the individual
involved is an employee that satisfies the $150,000 Test and Top
20 Test and isn't an officer, director, or trustee.
Example 1. T is a large section 501(c)(3) university. L is the
dean of the law school of T, which generates more than 10% of
the revenue of T, including contributions from alumni and
foundations. Although L doesn't have ultimate responsibility for
managing the university as a whole, L meets the Responsibility
Test and is reportable as a key employee of T.
If ultimate responsibility resides with two or more individuals (for
example, co-presidents or co-treasurers), who can exercise such
responsibility in concert or individually, then treat all such
individuals as officers.
Example 2. S chairs a small academic department in the
College of Arts and Sciences of the same university, T, described
above. As department chair, S supervises faculty in the
department, approves the course curriculum, and oversees the
operating budget for the department. The department represents
less than 10% of the university's activities, assets, income,
expenses, capital expenditures, operating budget, and employee
compensation. Under these facts and circumstances, S doesn't
meet the Responsibility Test and isn't a key employee of T.
Key employee. For purposes of Form 990, a current key
employee is an employee of the organization (other than an
officer, director, or trustee) who meets all three of the following
tests, applied in the following order.
1. $150,000 Test: Receives reportable compensation
from the organization and all related organizations in excess of
$150,000 for the calendar year ending with or within the
organization's tax year.
Example 3. U is a large acute-care section 501(c)(3)
hospital. U employs X as a radiologist. X gives instructions to
staff for the radiology work X conducts, but X doesn't supervise
other U employees, manage the radiology department, or have
or share authority to control or determine 10% or more of U's
capital expenditures, operating budget, or employee
2. Responsibility Test: At any time during the calendar year
ending with or within the organization's tax year:
a. Has responsibilities, powers, or influence over the
organization as a whole that is similar to those of officers,
directors, or trustees;
compensation. Under these facts and circumstances, X doesn't
meet the Responsibility Test and isn't a key employee of U.
b. Manages a discrete segment or activity of the
organization that represents 10% or more of the activities,
assets, income, or expenses of the organization, as compared to
the organization as a whole; or
c. Has or shares authority to control or determine 10% or
more of the organization's capital expenditures, operating
budget, or compensation for employees.
3. Top 20 Test: Is one of the 20 employees other than
officers, directors, and trustees who satisfy the $150,000 Test
and Responsibility Test with the highest reportable
compensation from the organization and related organizations
for the calendar year ending with or within the organization's tax
year.
Example 4. W is a cardiologist and head of the cardiology
department of the same hospital, U, described above. The
cardiology department is a major source of patients admitted to
U and consequently represents more than 10% of U's income,
as compared to U as a whole. As department head, W manages
the cardiology department. Under these facts and
circumstances, W meets the Responsibility Test and is a key
employee of U.
Five highest compensated employees. The organization is
required to enter its current five highest compensated
employees whose reportable compensation combined from
the organization and related organizations is greater than
$100,000 for the calendar year ending with or within the
organization's tax year and who aren't also current officers,
directors, trustees, or key employees of the organization.
Such individuals are the “current” five highest compensated
employees. These can include persons who meet some but not
all of the tests for key employee status. The organization isn't
required to enter more than the top five such persons, ranked by
amount of reportable compensation. Use the calendar year
ending with or within the organization's tax year for determining
the organization's current five highest compensated employees.
If the organization has more than 20 individuals who meet the
$150,000 Test and Responsibility Test, report as key
employees only the 20 individuals who have the highest
reportable compensation from the organization and related
organizations. Note that any others, up to five, might be
reportable as current highest compensated employees, with
over $100,000 in reportable compensation. Use the calendar
year ending with or within the organization's tax year for
determining the organization's current key employees.
Example. X is an employee of Y University and isn't an
officer, director, or trustee. X's reportable compensation for the
calendar year exceeds $150,000, and X meets the
An individual that isn't an employee of the organization (or of
a disregarded entity of the organization) is nonetheless treated
as a key employee if she or he serves as an officer or director of
a disregarded entity of the organization and otherwise meets the
standards of a key employee set forth above. See Disregarded
Entities, later, for treatment of certain employees of a
Responsibility Test. X would qualify as a key employee of Y,
except that 20 employees had higher reportable compensation
and otherwise qualify as key employees. Therefore, those 20 are
listed as the organization's key employees. X has the highest
reportable compensation from the organization and related
organizations of all employees other than the 20 key employees.
X must be listed as one of the organization's five highest
compensated employees.
disregarded entity as key employees of the organization.
If an employee is a key employee of the organization for only
a portion of the year, that person's entire compensation for the
calendar year ending with or within the organization's tax year,
from both the filing organization and related organizations,
should be reported in Part VII, Section A.
Management companies and similar entities that are
independent contractors shouldn't be reported as key
employees. The organization's top management official and
top financial official are deemed officers rather than key
employees.
$10,000 exceptions for reporting compensation. Report
compensation paid or accrued by the filing organization and
related organizations. Special rules apply for reporting
reportable compensation and other compensation.
All reportable compensation paid by the filing organization
must be reported. Reportable compensation paid by a related
organization isn't required to be reported unless (1) it is $10,000
27
2023 Instructions for Form 990
or more for the calendar year ending with or within the
organization's tax year (the “$10,000-per-related-organization
exception”), or (2) it is paid for past services to the filing
organization in the person's capacity as a former director or
trustee.
Income Subject to Withholding, then treat this income as
reportable compensation and report it in Part VII, Section A,
column (D) or (E). For foreign persons for whom compensation
reporting on Form W-2, Form 1099-NEC, Form 1099-MISC, or
Form 1042-S isn't required, treat as reportable compensation in
column (D) or (E) the total value of the compensation paid in the
form of cash or property during the calendar year ending with or
within the organization's tax year. Report other compensation
from foreign organizations as “other compensation” in column
(F).
To determine whether an individual received more than
$100,000 (or $150,000) in reportable compensation in the
aggregate from the filing organization (and, as discussed later,
certain third parties such as common paymasters, payroll/
reporting agents, and certain unrelated organizations,
compensation from which is considered compensation from the
filing organization) and related organizations, add the following
amounts.
A particular item of other compensation (such as listed in the
compensation table, later) paid or accrued by the filing
organization isn't required to be reported unless (1) it is $10,000
or more for the calendar year ending with or within the
organization's tax year (the “$10,000-per-item exception”), or (2)
it is one of the five types of compensation (generally constituting
deferred compensation (including retirement plan benefits) and
health benefits) that must be reported regardless of amount (see
the instructions for column (F)). The same principles apply to
items of other compensation paid or accrued by a related
organization (applied separately to each related organization).
The $10,000 exceptions don't apply to reporting
compensation on Schedule J (Form 990), Part II.
!
The amount reported in box 1 or 5 of Form W-2 (whichever
•
CAUTION
amount is greater), in box 1 of Form 1099-NEC, and/or in box 6
of Form 1099-MISC, issued to the individual by the organization.
Reportable compensation. Reportable compensation
Amounts reported in box 1 or 5 of Form W-2 (whichever
consists of:
•
amount is greater), in box 1 of Form 1099-NEC, or in box 6 of
Form 1099-MISC, issued to the individual by each related
organization that reported $10,000 or more.
For officers and other employees, amounts required to be
•
reported in box 1 or 5 of Form W-2 (whichever amount is greater)
(as well as in box 1 of Form 1099-NEC, and/or in box 6 of Form
1099-MISC if the officer or employee is also compensated as an
independent contractor of the filing organization or a related
organization);
To determine whether an individual received solely in his or
her capacity as a former trustee or director of the organization
more than $10,000 in reportable compensation for the calendar
year ending with or within the organization's tax year, in the
aggregate, from the organization and all related organizations
(and thus must be reported on Form 990, Part VII, and
Schedule J (Form 990), Part II), add the amounts reported in
box 1 of all Forms 1099-NEC, box 6 of all Forms 1099-MISC,
and, if relevant, box 1 or 5 of all Forms W-2 (whichever amount is
greater) issued to the individual by the organization and all
related organizations for the calendar year ending with or within
the organization's tax year. Report such amounts only to the
extent that such amounts relate to the individual's past services
as a trustee or director of the organization, and don't disregard
any payments from a related organization if below $10,000, for
such purpose.
For directors and individual trustees, amounts required to
•
be reported in box 1 of Form 1099-NEC; and/or in box 6 of Form
1099-MISC for director and other independent contractor
services to the organization or a related organization, plus
amounts required to be reported in box 1 or 5 of Form W-2
(whichever amount is greater) if also compensated as an officer
or employee of the filing organization or a related organization;
and
For institutional trustees, fees for services paid pursuant to
•
a contractual agreement or statutory entitlement. While the
compensation of institutional trustees must be reported on Form
990, Part VII, it need not be reported on Schedule J (Form 990).
If the organization didn't file a Form 1099-NEC or 1099-MISC
because the amounts paid were below the threshold reporting
requirement, then include and report the amount actually paid.
For a full definition of reportable compensation, see the
Glossary.
Other compensation. Other compensation includes
compensation other than reportable compensation, including
deferred compensation not currently reportable in box 1 or 5 of
Form W-2, box 1 of Form 1099-NEC, or box 6 of Form
1099-MISC, and certain nontaxable benefits, as discussed in
detail in the instructions for Schedule J (Form 990), Part II. See
the instructions for other compensation reported in column (F),
later, which includes a table to show where and how to report
certain types of compensation in Part VII, Section A, and
Schedule J (Form 990).
Corporate officers are considered employees for
purposes of Form W-2 reporting, unless they perform no
services as officers, or perform only minor services and
TIP
neither receive nor are entitled to receive, directly or indirectly,
any compensation. Corporate directors are considered
independent contractors, not employees, and director
compensation, if any, is generally required to be reported on
Form 1099-NEC. See Regulations section 31.3401(c)-1(f).
Note. Don't report the same item of compensation in more than
one column of Part VII, Section A, for the tax year.
For certain kinds of employees and for retirees, the amount in
box 5 of Form W-2 can be zero or less than the amount in box 1
of Form W-2. For instance, recipients of disability pay, certain
members of the clergy, and religious workers who aren't subject
to social security and Medicare taxes as employees can receive
compensation that isn't reported in box 5. In that case, the
amount required to be reported in box 1 of Form W-2 must be
reported as reportable compensation.
If an officer, director, trustee, key employee, or highest
compensated employee of the organization is a foreign person
who received U.S. source income during the calendar year
ending with or within the organization's tax year from the filing
organization or a related organization, and if such income was
reported in box 2 of Form 1042-S, Foreign Person's U.S. Source
Disregarded entities. Disregarded entities (such as an LLC
that is wholly owned by the organization and not treated as a
separate entity for federal tax purposes) are generally treated as
part of the organization rather than as related organizations for
purposes of Form 990, including Part VII and Schedule J (Form
990). A person isn't considered an officer or director of the
organization by virtue of being an officer or director of a
disregarded entity, but he or she can qualify as a key employee
or highest compensated employee of the organization. An
officer, director, or employee of a disregarded entity is a key
employee of the organization if she or he meets the $150,000
Test and Top 20 Test for the filing organization as a whole, and if,
for the Responsibility Test, the person has responsibilities,
powers, or influence over a discrete segment or activity of the
28
2023 Instructions for Form 990
disregarded entity that represents at least 10% of the activities,
assets, income, or expenses of the filing organization as a
whole, or has or shares authority to control or determine the
disregarded entity's capital expenditures, operating budget, or
compensation for employees that is at least 10% of the filing
organization's respective items as a whole. If an officer or
director of a disregarded entity also serves as an officer, director,
trustee, or key employee of the organization, report this
individual as an officer, director, trustee, or key employee, as
applicable, of the organization, and add the compensation, if
any, paid by the disregarded entity to this individual to the
compensation, if any, paid directly by the organization to this
individual. Report the total aggregate amount in column (D).
Compensation from common paymasters, payroll/reporting
agents, and unrelated organizations or individuals (except for
compensation from management companies or leasing
companies, and compensation described in Taxable
organization employee exception, later) must be treated as
reportable compensation in determining whether the dollar
thresholds are met for reporting (1) current or former employees
as current or former key employees or highest compensated
employees; or (2) former officers, directors, or trustees, on Form
990, Part VII, Section A. If the Form 990, Part VII, thresholds for
reporting are met, then the compensation from the common
paymaster, payroll/reporting agent, or unrelated organization or
individual must be reported as compensation from the filing
organization in Part VII. The compensation may also need to be
reported on Schedule J (Form 990), Part II (see the instructions
for Form 990, Part VII, Section A, line 5).
A disregarded entity must generally use the EIN of its
sole member. An exception applies to employment
TIP
taxes: for wages paid to employees of a disregarded
entity, the disregarded entity must file separate employment tax
returns and use its own EIN on such returns. See Regulations
sections 301.6109-1(h) and 301.7701-2(c)(2)(iv).
The use of a leasing company, common paymaster,
payroll/reporting agent, or other payroll service provider
!
CAUTION
doesn't relieve an employer of its obligation for
employment tax liabilities. The IRS strongly suggests that the
organization doesn't change its address to that of its payroll
service provider or other third-party payer. Doing so could limit
the organization’s ability to stay informed of tax matters, because
the IRS sends correspondence regarding problems with an
employer's account to the employer's address of record.
Alternatively, an employer may grant permission for a third-party
payer to receive copies of IRS correspondence by using Form
8822-B; Form 2848, Power of Attorney and Declaration of
Representative; or Form 8655, Reporting Agent Authorization, as
appropriate.
Management companies. Management companies, as
independent contractors, are reported on Form 990, Part VII,
(if at all) only in Section B. Independent Contractors, and aren't
reported on Schedule J (Form 990), Part II. If a current or former
officer, director, trustee, or key employee has a relationship
with a management company that provides services to the
organization, then the relationship may be reportable on
Schedule L (Form 990), Part IV. A key employee of a
management company must be reported as a current officer of
the filing organization if he or she is the filing organization's top
management official or top financial official or is designated
as an officer of the filing organization. However, that person
doesn't qualify as a key employee of the filing organization solely
on the basis of being a key employee of the management
company. If a current or former officer, director, trustee, key
employee, or highest compensated employee received
compensation from a management company that provided
services to the organization and was a related organization
during the tax year, then the individual's compensation from the
management company must be reported on Form 990, Part VII,
Section A, columns (E) and (F). If the management company
wasn't a related organization during the tax year, the individual’s
compensation from the management company isn't reportable in
Part VII, Section A. Questions pertaining to management
companies also appear on Form 990, Part VI, line 3; and
Schedule H (Form 990), Hospitals, Part IV.
Compensation from unrelated organizations or individuals.
If a current or former officer, director, trustee, key employee,
or highest compensated employee received or accrued
compensation or payments from an unrelated organization
(other than from management companies or leasing
companies, as discussed above) or an individual for services
rendered to the filing organization in that person's capacity as an
officer, director, trustee, or employee of the filing organization,
then the filing organization must report (subject to the Taxable
organization employee exception next) such amounts as
compensation from the filing organization if it has knowledge of
the arrangement, whether or not the unrelated organization or
the individual treats the amounts as compensation, grants,
contributions, or otherwise. Report such compensation from
unrelated organizations in Section A, columns (D) and (F), as
appropriate. If the organization can't distinguish between
reportable compensation and other compensation from the
unrelated organization, report all such compensation in column
(D).
Employee leasing companies and professional employer
organizations. In some cases, instead of hiring a management
company, an exempt organization “leases” one or more
employees from another company, which may be in the business
of leasing employees. Alternatively, the organization may enter
into an agreement with a professional employer organization to
perform some or all of the federal employment tax withholding,
reporting, and payment functions related to workers performing
services for the organization. The organization should treat
employees of an employee leasing company, a professional
employer organization (whether or not certified under the new
Certified Professional Employer Organization), or a management
company as the organization's own employees if such persons
have the status of employees of the filing organization under the
usual common law rules applicable in determining the
employer-employee relationship or who are treated as
employees of the filing organization for federal employment tax
purposes under section 3121(d). See Pub. 1779, Independent
Contractor or Employee, for more information. Otherwise, the
compensation paid to leasing companies and professional
employer organizations should be treated like compensation to a
management company for purposes of Form 990 compensation
reporting.
Taxable organization employee exception. Don't report as
compensation any payments from an unrelated taxable
organization that employs the individual and continues to pay the
individual's regular compensation while the individual provides
services without charge to the filing organization, but only if the
unrelated organization doesn't treat the payments as a charitable
contribution to the filing organization.
Column (A). For each person required to be listed, enter the
name on the top of each row and the person's title or position
with the organization on the bottom of the row. If more than one
title or position, list all. List persons in the order described under
Order of reporting, earlier. List each person on only one line.
Column (B). For each person listed in column (A), estimate the
average hours per week devoted to the organization during the
year. Entry of a specific number is required for a complete
answer. Enter “-0-” if applicable. Don't include statements such
as “as needed,” “as required,” or “40+.” If the average is less than
29
2023 Instructions for Form 990
1 hour per week, then the organization can enter a decimal
rounded to the nearest tenth (for example, 0.2 hours per week).
For each person listed in column (A), list below the dotted line
an estimate of the average hours per week (if any) devoted to
related organizations.
tax year either (1) by the organization in a lesser capacity other
than as an officer, director, trustee, key employee, or highest
compensated employee; or (2) by a related organization in any
capacity, but not by the filing organization, and if the person
received reportable compensation that exceeded the threshold
amount described above, then check only the “Former” box. For
example, don't check both the “Former” and “Officer” boxes for a
former president of the organization who wasn't an officer of the
organization during the tax year.
Whether or not the organization files Form 990 based on a
fiscal year, use the calendar year ending within the
organization's tax year to determine all “former” officers,
directors, trustees, key employees, and five highest
compensated employees (because their status depends on their
reportable compensation, which is reported for the calendar
year).
Column (C). For each person listed in column (A), check the
box that reflects the person's position with the organization
during the tax year. Don't check more than one box, unless the
person was both an officer and a director/trustee of the
organization during the tax year. For a former officer, director,
trustee, key employee, or highest compensated employee,
check only the “Former” box and indicate the former status in the
person's title.
“Current” officers, directors, trustees, key employees,
and highest compensated employees. A “current” officer,
director, or trustee is a person that was an officer, director, or
trustee at any time during the organization's tax year. A “current”
key employee or highest compensated employee is a person
who was an employee at any time during the calendar year
ending with or within the organization's tax year, and was a key
employee or highest compensated employee for such calendar
year.
If the organization files Form 990 based on a fiscal year, use