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Nonprofit Formation, Compliance, and Capital Raising

Frequently, the right type of entity to achieve a particular mission is a charity or other type of nonprofit. At PathLight Law, we work with many nonprofit clients through all stages of the organization’s trajectory, from formation through capital-raising, including all the compliance details along the way.


We form nonprofit structures, from simple stand-alone charities to supporting organizations that may have multiple supported organizations controlling the new charity’s board. We draft applications for tax-exempt status, and we interface with the IRS until a determination letter is obtained.

Capital Raising

For charities with a reliable revenue model (like charitable loan funds), it often makes sense to raise debt capital via securities offering, which could be either a private offering limited to accredited investors, or a public offering in which anyone can invest (subject to geographic limitations). We help our clients map out a pathway to achieve their goals, which sometimes includes multiple offering strategies. Then we work with our clients to prepare all the necessary documentation; we handle any required filings and interface with regulators as needed.


Representative Matters

Social Justice Loan Funds

We work with charitable loan funds whose mission is to remedy the effects of racial discrimination. We have designed governance structures that center the voices of marginalized groups, and crafted a tandem securities offering strategy that combines charitable securities exemption in some states with Rule 506(c) in other states.

Representative Matters: REAL People’s Fund Black Farmer Fund

Economic Development Loan Funds

We work with charitable loan funds whose mission is economic development for a particular geographic community or a particular industry. We have designed capital structures including multiple tiers of notes targeted to different investor types.

Representative Matters: PV Grows California FarmLink

Nationwide Capital Raise

We helped a client with the nation’s first Regulation A+ offering by a charity, which allowed them to conduct a true nationwide public offering open to any investor.

Representative Matters: TechSoup

Hybrid Structures

We work with clients to set up multi-entity structures that include a charity and a for-profit company and help them navigate through the compliance nuances and potential pitfalls of these structures.

Representative Matters: WePower