1 2009 Form – An Overview December 11, 2010 Speaker: Patricia A. O’Malley, CPA Rubino &...
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Transcript of 1 2009 Form – An Overview December 11, 2010 Speaker: Patricia A. O’Malley, CPA Rubino &...
1
2009 Form – An Overview
December 11, 2010
Speaker: Patricia A. O’Malley, CPARubino & McGeehin, Chartered
CPA’s and Consultants [email protected]
Rubino & McGeehin, CPA's and Consultants 2
Form 990
2008 was the first year the expanded Form 990 was filed.
The time expended on the form was high due to: Expanded request for information
The prior year form consisted of an 11 page core form
2 schedules that potentially would need to be completed
Rubino & McGeehin, CPA's and Consultants 3
Form 990 continued
For 2008, the form was substantially expanded: There are 16 additional schedules
The schedules are completed only if the organization meets the requirements for additional reporting for that schedule
Core form of 11 pages
Form 990 continued
Form 990 for 2009 The form was expanded slightly Major changes came in the form of
changed instructions Governance Compensation Schedule L, Interested Parties Schedule R, Related Parties
Rubino & McGeehin, CPA's and Consultants 4
Form 990 continued For 2009:
The process was much smoother as the changes to the form and schedules were minimal
The request for information included the prior year comments, so only updates were necessary
The major changes were included in the instructions
The IRS reworded parts of the instructions to clarify what was being requested
Rubino & McGeehin, CPA's and Consultants 5
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Form 990 continued
The IRS is collecting data Comparisons are being made to
information collected from other forms Information will be used to determine
future actions Audits Additional information requests for types of
entities where inaccurate reporting is noted
Form 990 continued
Part I, Summary: An overview of the entire return Information provided is found in more
detail in other parts of return The financial information is in
comparative form
Rubino & McGeehin, CPA's and Consultants 7
Rubino & McGeehin, CPA's and Consultants 8
Form 990 continued
Part I, Summary: continued
Activities and governance: Questions are organizational and include: Number of voting members of the governing
body Number of employees Gross unrelated business income has always
been disclosed. Also requests the net amount from the Form 990T
Rubino & McGeehin, CPA's and Consultants 9
Form 990 continued
Part VI, Governance, Management and Disclosure: Broken into three parts: Governing body and management Policies Disclosure Some of the questions relate to current legal
requirements, but none of the policies is required Most are best practices that the IRS believes
should be promoted.
Form 990 continued Reasonable effort
Relates to the effort made to obtain information from Board members and related parties while preparing the Form 990
An example is the sending of an annual questionnaire to each member that includes the name, title, date and signature of the person reporting, along with instructions and definitions relating to the particular part
Rubino & McGeehin, CPA's and Consultants 10
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Form 990 continued
Part VI, Section A, Governing Body and Management: All questions require a yes or no answer. Many require further explanation if answered a
specific way Questions include:
The total voting members of the governing body at the end of the year
The number of independent members of the governing body
Rubino & McGeehin, CPA's and Consultants 12
Form 990 continued
Independence of Voting Members Must meet three criteria at all times during the year to be
independent: Criteria 1
The member was not compensated as an officer or other employee of the organization or a related organization
Criteria 2 The member did not receive total compensation or other
payments exceeding $10,000 from the organization or related organizations as an independent contractor, other than:
Reasonable expense reimbursements under an accountable plan Reasonable compensation for services provided in the capacity as a
member of the governing body
Rubino & McGeehin, CPA's and Consultants 13
Form 990 continued
Independence of Voting Members Criteria 3
Neither the member, nor a family 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 (Transactions with Interested Parties) for the reporting organization or a related organization
.
Rubino & McGeehin, CPA's and Consultants 14
Form 990 continued
Independence of Voting Members Circumstances that will not jeopardize
independence: The member is a donor of the organization,
regardless of the amount of the contribution The member receives financial benefits from
the organization solely in the capacity of being a member served by the organization in the exercise of its exempt function
Rubino & McGeehin, CPA's and Consultants 15
Form 990 continued
Relationships Explanations need to be given if the following
questions are answered “yes”: Were there any family or business relationships
between the officers, directors, trustees and key employees?
Family relationship includes: Spouse Ancestors Siblings (whole and half blood) Children (natural and adopted) Grandchildren and great-grandchildren Spouses of those listed above
Rubino & McGeehin, CPA's and Consultants 16
Form 990 continued
Relationships Explanations continued
Business relationships between two persons include:
One person is employed by the other in: A sole proprietorship An organization in which the other person is a trustee,
director, officer, key employee or a greater than 35% owner
Rubino & McGeehin, CPA's and Consultants 17
Form 990 continued
Business Relationships continued Business is transacted with the other, directly or indirectly, in
one or more contracts of: Sale Lease Loan License Performance of services Transactions involving transfers of cash or property valued in
excess of $10,000 in the aggregate for the year Does not include transactions in the ordinary course of business on
the same terms as are generally offered to the public Indirect transactions for this purpose are those with an organization
with which the one person is associated as a trustee, director officer, key employee, or greater than 35% owner.
Both are directors, trustees, officers, or greater than 10% owners in the same business or investment entity.
Rubino & McGeehin, CPA's and Consultants 18
Form 990 continued
Governance – Affiliated Organizations Does the organization have chapters, branches, or
affiliates? If yes, are there written procedures governing
the activities of these groups? IRS is looking for consistency with the activities
of the organization. If the answer is no, an explanation of how the
organization ensures that the local unit’s activities are consistent with its own is required.
Rubino & McGeehin, CPA's and Consultants 19
Form 990 continued
Governance – Board Review of Form 990 Did the members of the governing body review
the Form 990? Can only answer “yes” if a copy of the final document
was provided to each voting member of the governing body prior to submission to the IRS
Whether the form is distributed before or after submission, an explanation stating the process for the review must be provided
Rubino & McGeehin, CPA's and Consultants 20
Form 990 continued
Part VI, Section B, Policies Conflict of interest
Asks if officers, directors and key employees are required to make disclosures annually
Also asks whether the organization regularly and consistently monitors and enforces compliance.
If the answer is yes, must provide a description of the process
Rubino & McGeehin, CPA's and Consultants 21
Form 990 continued
• Policies continued Definition of a conflict of interest for this
purpose: “A conflict of interest arises when a person in
a position of authority over an organization, such as an officer, director, or manager, 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.”
Rubino & McGeehin, CPA's and Consultants 22
Form 990 continued
Policies continued Does the organization have a whistleblower
policy? Sarbanes Oxley imposes criminal liability for
retaliation against whistleblowers Does the organization have a document
retention policy? Sarbanes Oxley imposes criminal liability for
destruction of records with intent to obstruct a federal investigation
Rubino & McGeehin, CPA's and Consultants 23
Form 990 continued
Policies continued One question with multiple parts relates to
the approval process for determining the compensation for:
The CEO Executive Director Other top management official Other officers or key employees of the
organization
Rubino & McGeehin, CPA's and Consultants 24
Form 990 continued
Policies continued Components of the approval process are:
Review and approval by independent persons Comparability data Contemporaneous substantiation of the deliberation and
decision An explanation of the process must be made if the answer is
yes. The questions must be answered by all organizations Answer yes only if all of the criteria are met If yes, must provide an explanation of the process
Rubino & McGeehin, CPA's and Consultants 25
Form 990 continued
Part VI, Section C, Disclosure A description of whether and how the
following documents are made available to the public:
Governing documents Conflict of interest policy Financial statements
Rubino & McGeehin, CPA's and Consultants 26
Form 990 continued
Part VII, Compensation of Officers, Directors, Trustees, Key Employees, Highest Compensated Employees and Independent Contractors All organizations must now provide
information that was formerly limited to 501(c)(3) organizations
Rubino & McGeehin, CPA's and Consultants 27
Form 990 continued
Part VII, Section A Officers, Directors, Trustees, Key Employees and Highest Compensated Employees To be included:
All current officers, directors, and trustees regardless of compensation level
All key employees who received reportable compensation greater than $150,000
The organization’s five current highest compensated employees (other than current officers, directors and key employees) who received reportable compensation of more than $100,000
All former officers, key employees and highest compensated employees who received more than $100,000
Former directors and trustees that received, in the capacity of a former director or trustee, more than $10,000
Rubino & McGeehin, CPA's and Consultants 28
Form 990 continued Part VII, Section A, continued
The definitions for those to be included: Director or Trustee
Is a member of the governing body, but only if the member has voting rights
Those who served at any time during the organization’s tax year is considered a current director or trustee
Officer: A person elected or appointed to manage the
organization’s daily operations Includes a president, vice president, secretary or
treasurer as noted in the governing documents Regardless of titles, includes top management
official and top financial official
Rubino & McGeehin, CPA's and Consultants 29
Form 990 continued Part VII, Section A, continued
Key Employee There is now a 3 part test
$150,000 Test Reportable compensation for the calendar year ending with
or within the organization’s tax year is in excess of $150,000 Responsibility Test
Has responsibilities, powers or influence over the organization as a whole that is similar to those of officers, directors, or trustees
Manages a discrete segment or activity that represents 10% or more of the activities, assets, income, or expenses of the organization, compared to the organization as a whole
Has or shares authority to control or determine 10% or more of the organization’s capital expenditures, operating budget or compensation for employees
Top 20 Test Is one of the 20 employees that satisfy the first 2 tests with
the highest reportable compensation from the organization and related organizations for the reporting period
Rubino & McGeehin, CPA's and Consultants 30
Form 990 continued
Part VII, Section A, continued Information to be provided:
Name and title Average hours per week Position (check all that apply as listed on the form) Reportable compensation from the organization (W-
2/1099-MISC) Reportable compensation from related organizations (W-
2/1099-MISC) Amount of other compensation from the organization and
related organizations
Rubino & McGeehin, CPA's and Consultants 31
Form 990 continued
Part VII, Section A, continued Schedule J is to be completed if:
Any former officer, director, trustee, key employee, or highest compensated employee is listed on Part VII
If the compensation for any individual listed from the organization and all related organizations is greater than $150,000
Schedule J requires additional compensation disclosure for those who meet these requirements
Rubino & McGeehin, CPA's and Consultants 32
Form 990 continued
Schedule J, Compensation Information The form is used to provide additional, detailed
information for those listed in Form 990, Part VII, Section A if they:
Are former officers, directors, trustees, key employees or five highest paid employees
Current officers, directors, trustees, key employees and five highest compensated employees for whom the sum of columns (D), (E) and (F) in Form 990, Part VII is greater than $150,000
Each of the current and former officers, etc. who received or accrued compensation for services rendered to the organization from an unrelated organization and is reported in Line 5 of Part VII of Form 990.
Rubino & McGeehin, CPA's and Consultants 33
Form 990 continued Schedule J, Compensation Information
Part I, Questions Regarding Compensation General questions relating to the organization’s policies
and procedures including: Checking the box for several listed benefits if applicable,
including travel for companions, first-class travel, discretionary spending account, personal services
If these benefits are given, need to indicate whether there is a written policy regarding payment. If the answer is no, an explanation must be provided.
Is substantiation required prior to reimbursing expenses? Checking the box to indicate the methods used to
establish the compensation of the CEO Did any of the listed persons receive severance or change
in control payments, participate in a supplemental nonqualified retirement plan or participate in an equity-based compensation arrangement?
Rubino & McGeehin, CPA's and Consultants 34
Form 990 continued
Schedule L, Transactions with Interested Persons
The definition of an interested person is different for each of the 4 parts of Schedule L Transactions requiring disclosure:
Excess benefit transactions for 501(c)(3) and 501(c)(4) organizations
Rubino & McGeehin, CPA's and Consultants 35
Form 990 continued
Schedule L, Transactions with Interested Persons continued
Loans to and from interested persons Includes salary advances, other advances and
receivables Each loan must be reported separately Does not include advances under an accountable plan
Grants or assistance benefiting interested persons Includes scholarships, fellowships, prizes and awards Related persons who benefit must also be reported
Rubino & McGeehin, CPA's and Consultants 36
Form 990 continued
Schedule L, Transactions with Interested Persons continued
Business transactions Includes direct and indirect business transactions for
which payments were made during the tax year between the organization and an interested person exceeded $100,000
All payments during the year from a single transaction between such parties exceeded the greater of $10,000 or 1% of the filing organization’s total revenues
Compensation payments by the organization paid to a family member of certain persons exceeds $10,000
Rubino & McGeehin, CPA's and Consultants 37
Form 990 continued Schedule L, Transactions with
Interested Persons continued Part IV continued
Business transactions include, but are not limited to:
Contracts of sale, lease Performance of services Joint ventures in which either the profits or the
capital interest of the organization and the interested person each exceeds 10%
Rubino & McGeehin, CPA's and Consultants 38
CMI
Gross receipts continued to be below $25,000 for 2009
Electronic filing of short form