~ANNUIT~COEPTIS~CONSUMEROCRACY~L3C~THE~FIRST~VERMONT~L3c~BANK~AND~ONLINE~PURCHASING~PLATFORM~AT~3.14%~OVER~WHOLESALE~REBUILDING-HOME-TREE~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

The National L3c Registry {T.N.L.R.}

The future Go-To Web Page for a Worldwide Listing of L3c Corporations.

   Anyone Anywhere World Wide can register your very own Vermont L3c Business Entity for less than $250.    Here is a general guide for Registration Requirements....
1-A name for your business entity, including any alternate names if the desired name is unavailable.
2-A physical address for your business.
3-An email address for your business to which you have regular access.
4-An optional mailing address for your business (if you use a P.O. box, this is where you would list it).
5-The name and street address of a registered agent located in Vermont.
6-Names of officers or directors, if applicable.
7-Payment of the required fee by credit card or e-check/ACH.

    Once you have prepared the required information, you can create your very own Vermont L3c entity in a few easy steps:
        Log into the Vermont Online Business Service Center. Follow the online prompts and enter the required information.

Once your online registration is completed, if the name is available, you will receive your Certificate of Incorporation by email within three to five business days. If the name conflicts with an existing name, or if the name is not available, you will be notified by email within two business days and given the opportunity to choose a different name.

Every Vermont business must have a registered agent. This can be any person, 18 years or older, with a valid street address to receive notices and service of process on your behalf. This can be anyone, including your attorney, accountant, a neighbor, or even yourself as the business owner—but you must provide a valid Vermont street address.
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The National Commonwealth Group says… “The Tool For Fixing The Economy and Solution for Our Economic Problems is the L3c.

L3c information PDF >> National Commonealth Group .net

Since the L3c is a form of limited liability company (LLC), it has many of the defining characteristics of a traditional LLC: flexible ownership and management structure; limited liability for the actions and debts of the company; and, default classification as a “pass-through entity” for federal tax purposes. The profits generated by an L3c are default taxed at the member level on the members’ individual tax returns, but tax-exempt nonprofits that invest in L3c's may receive profits tax-free (so long as the L3c’s income is related to the non-profit’s charitable purpose and the non-profit uses the profits to further charitable purposes {catch 23}) .

Listing L3c corporations to provide everything needed for individuals to register your own Vermont Profit-Optional Corporation, for only $195.
< Here is some L³C background information >

One difference between 501(c)(3) foundations and 501(c)(4) organizations is the way the Internal Revenue Service treats charitable contributions. Contributions made to 501(c)(4) organizations are not tax deductible. However, charitable contributions of $250 or more to 501(c)(3) organizations may be deducted from a donor's federal income tax.

https://nonprofitlaw.proskauer.com/2009/11/10/the-possibilities-of-the-l3c/

The Possibilities of the L3c.

People have been whispering among themselves about the L3c, an emerging low-profit limited liability company structure that aspires to link business methods with charitable purposes and give socially oriented businesses greater access to investor capital.

The structure was created by Robert M. Lang, Jr., CEO of the Mary Elizabeth & Gordon B. Mannweiler Foundation. Conceptually, the L3c is a hybrid not-for-profit/for-profit entity: like a not-for-profit, it has a primary purpose of charity, but like an LLC, it can have equity holders that have a right to distribution of profits. Notably, although profit is allowed in an L3c, it cannot be a significant purpose of the organization. Vermont passed the nation’s first c statute in April, 2008, effectively making the form legal in every state since a Vermont L3c can technically do business nationally (even internationally). Illinois, Michigan, the Crow Indian Nation in Montana, Utah, and Wyoming have followed suit, and similar bills are currently pending in Arkansas, Missouri, North Carolina, Oregon, and Tennessee.

The L3c is taxed like any other for-profit entity and is not eligible for tax exemption under Section 501(c)(3) of the Internal Revenue Code. L3c's hope to encourage an influx of new capital into charitable causes that are too risky for for-profit ventures and that nonprofit dollars alone cannot sustain. The L3c effectively creates a market for investment in companies that offer low rates of return, but contribute to the community, unlike the non-profit, which offers no rate (and sometimes a negative rate) of return on investment. Therefore, if an entity has a charitable mission, but does not believe it can be profitable, or has a social mission, but probably could not secure program-related investments (“PRIs”)from private foundations, it would be better off forming as a not-for-profit or for-profit entity, respectively.

L3c's envision a tiered investment structure. The first tier relies on PRIs to cover the areas of highest risk. Under current law, private foundations are required to spend at least 5% of their net asset value annually. PRIs essentially function as loans that will be, at least theoretically, repaid. Even with no interest, the PRIs will still count as qualifying distributions towards the 5% requirement. The L3c creators believe that private foundations will make PRIs with L3c's because the PRI requirements are incorporated directly into the L3c structure itself, eliminating the need for private foundations to apply for private letter rulings from the Internal Revenue Service (“IRS”), which can take up to 18 months to process and cost $50,000 or more in legal fees, plus a substantial fee to the IRS.

Once PRI funding is in place, the thinking is that the L3c should then be on firmer ground to attract investments from corporations and individuals and offer them a return on their investment. This way, the PRI not only helps the L3c with its operating expenses, but also creates a type of equity cushion that enables the L3c to receive additional funds from more traditional funding sources. At that point, the L3c will likely have some assets of value, so a third tier can involve investments with returns closer to the market rate, can attract for-profit investors, and even enable the L3c to receive bank loans at market rates. Basically, the L3c structure offers flexibility in terms of investors and their expected returns. Still, whether L3c's will be able to achieve this level of success remains unclear.

If successful, however, L3c's could allow organizations that rely heavily on donor support, such as symphony orchestras, to become self-sufficient. They could also help revitalize struggling, but vital industries, such as newspapers, and promote employment in those areas. For example, North Carolina’s L3 bill envisioned collaboration between local nonprofit organizations and failing furniture and textile businesses to help keep jobs in local communities. The c model would also be especially helpful in the microfinance industry, where receiving different tiers of investments, particularly at the market level, would be integral to the success of microfinance institutions. Opponents of the L3c are concerned that the creation of L3c's will take away grant money that private foundations would have otherwise given to charities because the foundations will have given the money to L3c's in the form of low-yield PRIs, which would decrease the amount of grants that the foundation could pay out. Proponents of the L3c say that creation of the L3c does exactly the opposite and actually increases the amount of money available for charities since the L3c will be able to accept so many different types of investments.

The L3c is full of possibility, but whether that possibility will materialize is still up in the air. For one thing, it is not clear how private foundations will react to the L3c structure, or whether private foundations will make PRIs without first seeking private letter rulings. And without the initial influx of PRI funding, L3c's will find it difficult to attract for-profit investors, which would affect the L3c model’s viability. But, if foundations make PRI investments with L3c's and if those investments are followed by different conventional sources, the possibilities of a world with L3cs may be realized.

Most importantly, the IRS has yet to really weigh in on whether private foundations investing in L3c's is safe. Ronald J. Schultz, senior technical advisor in the Tax-Exempt and Government Entities Division, said that L3c's raise a number of tax issues, including PRI, private inurement, and private benefit. Schultz also mentioned that private foundations that think that investing in an L3c was a “slam-dunk” on the jeopardy investment issue (where a foundation is taxed on any jeopardizing investments it makes), would be premature. He said that the IRS and Congress have not yet signed off on the idea of L3c's, and private foundations should consider whether investing in an L3c could jeopardize the private foundation’s charitable activities. For a great article discussing the response to Schultz’s statements, please visit The Nonprofit Times.

https://www.marcjlane.com/index.php?src=gendocs&ref=L3C&category=Capabilities

The 501c vs The L3c

Low-Profit Limited Liability Company (L³C)

Sometimes all government needs to do is get out of the way and let businesses and nonprofits partner up. Increasingly, nonprofits are seizing the power of market-based strategies to pursue sustainable social innovation and promote positive social change. Their best opportunity to do this is hidden in plain view in the Internal Revenue Code.

Foundations earn their tax benefits when they serve the public by distributing at least five percent of their assets to social programs every year - or by making socially beneficial "program-related investments" of five percent or more of their assets every year. Program-related investments are those that further a foundation's tax-exempt activities and wouldn't have been made if profit were the sole reason to invest. And therein lies the opportunity.

The "low-profit limited liability company" (L3c) is a new, hybrid business form which can leverage foundations' program-related investments to access trillions of dollars of market-driven capital for ventures with modest financial prospects, but the possibility of major social impact.

An L3c can have different classes of investors - - individuals, nonprofits, for-profits, and even government agencies. But foundations, primarily seeking social payoffs, take the lion's share of economic risk yet content themselves with below-market financial returns. No wonder for-profit investors, seeing the risk-reward tradeoff shifted dramatically in their favor, eagerly commit their capital and expertise to investments they would otherwise reject out of hand.

We are recognized as a national leader in the development of L3c's and provide assistance in:

Evaluating the feasibility of social-purpose ventures
Rendering opinions of counsel in support of Program Related Investments (PRI)
Comprehensive business planning
Satisfying Federal and state registration and regulatory compliance obligations
Selecting the optimal business structure
Developing and negotiating operating agreements
Mitigating the tax risks associated with private benefit/inurement, lobbying, political
campaign activity and unrelated business income
Avoiding the legal and tax traps associated with sponsorships, endorsements and
cause-related marketing
Addressing fiduciary, governance and reporting issues
Linking for-profits and nonprofits
Negotiating and documenting financing transactions
Effectively pursuing the legal and financial opportunities of venture philanthropy.

Marc Lane is an innovator in helping social enterprises and social entrepreneurs leverage capital to maximize financial results while driving positive social change. He designed and teaches the Social Enterprise course at Northwestern University School of Law where he is an Adjunct Professor of Law. He is the pioneer behind the Advocacy Investing approach to mission-related investing (https://www.advocacyinvesting.com).

A past Director of Social Enterprise Alliance, the national association of enterprising nonprofits and social-purpose businesses, he spearheaded the launch of its Chicago chapter, which he serves as President and a Director. And he is the force behind Illinois' L3c legislation, authorizing the new hybrid business form which can leverage foundations' program-related investments to access trillions of dollars of market-driven capital for ventures with modest financial prospects, but the possibility of major social impact.

By appointment of Gov. Pat Quinn, he is Chairman of the State of Illinois’ Task Force on Social Innovation, Entrepreneurship, and Enterprise. Also by appointment of Gov. Pat Quinn, he is a Commissioner of the Serve Illinois Commission.

Information in the attachment has not been updated since its respective creation date, and its accuracy and comprehensiveness cannot be guaranteed. Nothing contained herein shall be construed as legal, financial or investment advice. Consultation with a professional is strongly recommended before implementing any of the ideas discussed herein. Any tax information contained herein is not intended or written to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on you or any other person.

ARTICLES..
Information in the attachment has not been updated since its respective creation date, and its accuracy and comprehensiveness cannot be guaranteed. Nothing contained herein shall be construed as legal, financial or investment advice. Consultation with a professional is strongly recommended before implementing any of the ideas discussed herein. Any tax information contained herein is not intended or written to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on you or any other person.

Court Ruling Means L3c's Should Vet Their Social Mission Carefully by Anne Field
2015 Forbes.com LLC™ All Rights Reserved
May 31, 2015
Click here to read article.

Marc Lane's Take On Impact Investing Trends by Anne Field
2015 Forbes.com LLC™ All Rights Reserved
March 8, 2015
Click here to read article.

Another Reason To Become An L3c by Anne Field
2014 Forbes.com LLC™ All Rights Reserved
August 22, 2014
Click here to read article.

SEA-Chicago and the Illinois Task Force on Social Innovation, Entrepreneurship, and Enterprise: A Strategic Partnership
Copyright 2013, Social Enterprise Alliance.
September 16, 2013
Click here to read article.

Social Enterprises: A New Business Form Driving Social Change
Copyright © American Bar Association
December 5, 2011
Click here to download the PDF.

The L3c: A Boon to Illinois' Social-Purpose Business
Copyright © Chicagoland Chamber of Commerce
August 4, 2011
Click here to download the PDF.

Webinar: Legal Issues Unique to Social EnterpriseInformation in the following Webinar has not been updated since their respective production date, and its accuracy and comprehensiveness cannot be guaranteed. Nothing contained herein shall be construed as legal, financial or investment advice. Consultation with a professional is strongly recommended before implementing any of the ideas discussed herein. Any tax information contained herein is not intended or written to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on you or any other person. (The foregoing legend has been affixed pursuant to U.S. Treasury Regulations governing tax practice).

The social enterprise is adopting emerging business forms, employing new strategies and tactics to drive positive social change, and spearheading alliances with complementary stakeholders. This webinar will help social entrepreneurs overcome some of the knottiest legal, tax and governance challenges they face. Marc Lane will offer his practical advice about these issues and others:

Online Chat: Nonprofit, For-Profit, L3c, B Corp... How to Choose?
Provided by GrantSpace.org

With the availability of low-profit limited liability corporations (L3Cs) and B corporations in more and more states, choosing an organization type to achieve a charitable mission is no longer limited to nonprofits or for-profits. Learn from our expert panelists about what to consider when choosing a legal structure and the pros and cons of each form. To view, click here.

Audio Presentations and Discussions:
Information in the following audio recordings has not been updated since their respective production date, and its accuracy and comprehensiveness cannot be guaranteed. Nothing contained herein shall be construed as legal, financial or investment advice. Consultation with a professional is strongly recommended before implementing any of the ideas discussed herein. Any tax information contained herein is not intended or written to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on you or any other person. (The foregoing legend has been affixed pursuant to U.S. Treasury Regulations governing tax practice).

Marc J. Lane presents "Are You a .com or a .org?" on June 30, 2011, hosted by Net Impact Dallas/Fort Worth and the North Texas chapter of the Social Enterprise Alliance.
Copyright © Marc J. Lane. All Rights Reserved
Listen Now »

Purposeful Planning Forum features Marc J. Lane as guest speaker in "The L3c's: Social Enterprise’s Powerful, New Capital Formation Tool.” September 30, 2010.
Copyright © Marc J. Lane. All Rights Reserved
Listen Now »

Marc J. Lane presents "The L3c and Catalytic Philanthropy" at the AiP 2010 Conference on Philanthropy.

https://nonprofitlaw.proskauer.com/2009/11/10/the-possibilities-of-the-l3c/

The Possibilities of the L3c.

https://www.marcjlane.com/index.php?src=gendocs&ref=L3C&category=Capabilities

The 501c vs The L3c

Low-Profit Limited Liability Company (L3C)

Low-Profit Limited Liability Company (L³C)