Userid: CPM Schema: instrx Leadpct: 100% Pt. size: 9 Draft Ok to Print AH XSL/XML Fileid: … 0-ez(schl)/2023/a/xml/cycle05/source (Init. & Date) _______ Page 1 of 5 13:57 - 10-Jan-2024 The type and rule above prints on all proofs including departmental reproduction proofs. MUST be removed before printing. Department of the Treasury Internal Revenue Service 2023 Instructions for Schedule L (Form 990) Transactions With Interested Persons Section references are to the Internal Revenue Code unless otherwise noted. Specific Instructions For Parts I, II, and III, report all transactions regardless of Future Developments amount. Part IV instructions provide individual and total reporting thresholds below which reporting isn't required for an interested For the latest information about developments related to Form person. 990 and its instructions, such as legislation enacted after they were published, go to IRS.gov/Form990. Each reportable transaction is to be reported in only one part of Schedule L, as described below. General Instructions Note. Terms in bold are defined in the Glossary of the Interested persons. For purposes of Part I, an interested Instructions for Form 990. person is a disqualified person under section 4958. For purposes of Parts II–IV, an interested person is one of the Purpose of Schedule following. Schedule L (Form 990) is used by an organization that files Form 1. For Form 990 filers, a person required to be listed on 990 or 990-EZ to provide information on certain financial Form 990, Part VII, Section A, as a current or former officer, transactions or arrangements between the organization and a director, trustee, or key employee; and for Form 990-EZ filers, disqualified person(s) under section 4958 or other interested a current officer, director, trustee, or key employee required to be persons. Schedule L is also used to determine whether a listed on Form 990-EZ, Part IV. For purposes of reporting member of the organization's governing body is an management company transactions on Part IV, however, a independent member for purposes of Form 990, Part VI, line 1b. former officer, director, trustee, or key employee of the organization within the last 5 tax years is treated as an interested Supplemental information. Parts I–IV can be duplicated if person whether or not required to be so listed. additional space is needed. Also, Part V may be used to explain 2. The creator or founder of the organization, including the a transaction or to provide additional information. sponsoring organizations of a Voluntary Employees' Beneficiary Who Must File Association (VEBA). The chart at the bottom of this page provides which 3. A substantial contributor. For purposes of Schedule L, organizations must complete all or a part of Schedule L and Parts II–IV, a substantial contributor is an individual or must attach Schedule L for Form 990 or 990-EZ. organization that made contributions during the tax year in the aggregate of at least $5,000, and whose contributions are Note. The organization should answer “Yes” to Form 990, Part required to be reported on Schedule B (Form 990), Schedule of IV, line 28a, 28b, or 28c, only if the party to the transaction was Contributors, for the organization’s tax year. A substantial an “interested person” as defined in these instructions, and the contributor may include an employer that contributes to a VEBA. threshold amounts described in the specific instructions to 4. For purposes of Part III, a member of the organization’s Schedule L, Part IV, later, are met. grant selection committee. 5. A family member of any individual described above. If an organization isn't required to file Form 990 or 990-EZ but chooses to do so, it must file a complete return and provide all of 6. A 35% controlled entity of one or more individuals the information requested, including the required schedules. and/or organizations described above. 7. For purposes of Part III, an employee (or child of an employee) of a substantial contributor or of a 35% controlled Types of Filers—Schedule L Type of filer IF you answer “Yes” to . . . . . . . . . . . . . . . . . THEN you must complete . . . . . . . . . . . Section 501(c)(3), 501(c)(4), or 501(c)(29) Form 990, Part IV, line 25a or 25b (regarding excess Schedule L, Part I. organization benefit transactions) Section 501(c)(3) or 501(c)(4) Form 990-EZ, Part V, line 40b (regarding excess benefit Schedule L, Part I. transactions) All organizations Form 990, Part IV, line 26 (regarding loans) Schedule L, Part II. All organizations Form 990-EZ, Part V, line 38a (regarding loans) Schedule L, Part II. All organizations Form 990, Part IV, line 27 (regarding grants) Schedule L, Part III. All organizations Form 990, Part IV, line 28a, 28b, or 28c (regarding Schedule L, Part IV. business transactions) Jan 10, 2024 Cat. No. 51522J |
Page 2 of 5 Fileid: … 0-ez(schl)/2023/a/xml/cycle05/source 13:57 - 10-Jan-2024 The type and rule above prints on all proofs including departmental reproduction proofs. MUST be removed before printing. entity of such person, but only if the employee (or child of an If an interested person has status as such other than by being a employee) received the grant or assistance by the direction or substantial contributor or related to one, then make no reference advice of the substantial contributor or designee or of the 35% to the substantial contributor status. For example, if grantee Jane controlled entity, or under a program funded by the substantial Smith is both a substantial contributor and the spouse of Director contributor that was intended primarily to benefit such John Smith, then they must be listed by name in column (a), and employees (or their children). column (b) must state “spouse of Director John Smith” or words to similar effect. Refer to the specific instructions under each Part for Describe the transaction in column (c). • TIP information on how to report substantial contributors or • State in column (d) whether the transaction has been those related to substantial contributors. corrected. An interested person for purposes of Parts II–IV doesn't • Identify in Part V the organization manager(s), if any, that include a section 501(c)(3) organization, an exempt organization participated in the transaction, knowing that it was an excess with the same tax-exempt status (for example, section 501(c)(3) benefit transaction. or 527 status) as the filing organization, or a governmental unit Excess benefit transaction. An excess benefit transaction is or instrumentality. Treat as a section 501(c)(3) organization a generally a transaction in which an applicable tax-exempt foreign organization for which the filing organization has made a organization directly or indirectly provides to or for the use of a reasonable judgment (or has an opinion of U.S. counsel) that the disqualified person an economic benefit the value of which foreign organization is described in section 501(c)(3). exceeds the value of the consideration received by the Reasonable effort. The organization isn't required to provide organization for providing such benefit. For special section 4958 information about a transaction if it is unable to secure sufficient rules governing transactions with donor advised funds and information to conclude that the transaction is reportable after supporting organizations, see the special rules under Section making a reasonable effort to obtain such information. An 4958 Excess Benefit Transactions in Appendix G in the example of a reasonable effort is for the organization to distribute Instructions for Form 990, or Appendix E in the Instructions for a questionnaire annually to each person that it believes may be Form 990-EZ. an interested person, as described earlier, requesting Applicable tax-exempt organizations are generally limited to information relevant to determining whether a transaction is organizations which (without regard to any excess benefit) are reportable. The questionnaire may include the name and title of section 501(c)(3) public charities, section 501(c)(4) or 501(c) each person reporting information, blank lines for the person’s (29) organizations, or organizations that had such status at any signature and signature date, and the pertinent instructions and time during the 5-year period ending on the date of the excess definitions for Schedule L interested persons and transactions. benefit transaction. Example. A substantial contributor whether to the organization Section 501(c)(3), 501(c)(4), and 501(c)(29) organizations states that they would like Mr. X and Ms. Y to be beneficiaries of should refer to the Instructions for Form 990, Part IV, lines 25a– a grant. The organization inquires of the substantial contributor 25b (or Form 990-EZ, Part V, line 40b) before completing Part I. Mr. X and Ms. Y are interested persons with respect to the For more information on excess benefit transactions, section organization because of a family or business relationship they 4958, and special rules for donor advised funds and supporting have with the substantial contributor (using the pertinent organizations, see Appendix G in the Instructions for Form 990 instructions and definitions), and the substantial contributor (or Appendix E in the Instructions for Form 990-EZ) and Pub. replies in writing that they aren't. Whether they actually are 557, Tax-Exempt Status for Your Organization. interested persons or not, the organization has made a Line 2. Enter the amount of excise tax incurred by disqualified reasonable effort in this situation. persons and organization managers under section 4958 for the transactions reported on line 1, whether or not assessed by the Part I. Excess Benefit Transactions IRS, unless abated. Form 4720, Return of Certain Excise Taxes (To be completed by section 501(c)(3), 501(c)(4), and 501(c)(29) Under Chapters 41 and 42 of the Internal Revenue Code, must organizations.) be filed to report and pay the tax on excess benefit transactions. Line 1. For each excess benefit transaction involving an organization described in section 501(c)(3), 501(c)(4), or 501(c) Part II. Loans to and/or From (29), regardless of amount, provide information relating to each Interested Persons of the following. Report details on loans, including salary advances, payments • Identify in column (a) the disqualified person(s) that made pursuant to a split-dollar life insurance arrangement that received an excess benefit in the transaction. If the person has are treated as loans under Regulations section 1.7872-15, and interested person status only as a substantial contributor, a other advances and receivables (referred to collectively as family member of a substantial contributor, a 35% controlled “loans”), as described on Form 990, Part IV, line 26 (including entity of a substantial contributor, or an employee of a receivables reported on Form 990, Part X, line 5, 6, or 22); on substantial contributor or 35% controlled entity of a substantial Form 990-EZ, Part V, line 38a; or on Form 990, Part IV, line 26 (if contributor, then enter the term “substantial contributor” or the organization reported an amount on Form 990, Part X, line 5, “related to substantial contributor” (as the case may be) instead 6, or 22). Report only loans between the organization and of the interested person's name, in order to protect the interested persons that are outstanding as of the end of the confidentiality of the substantial contributor. organization's tax year. Report each loan separately, regardless • Identify in column (b) the relationship between the of amount. disqualified person and the organization (for example, “officer” or “family member of director”). If “substantial contributor” was In addition to loans originally made between the organization entered in column (a), enter “substantial contributor” here as and an interested person, also report loans originally between well. If “related to substantial contributor” was entered in column the organization and a third party or between an interested (a), then describe the relationship without referring to specific person and a third party that were transferred so as to become a names, for example, “child of employee of 35% controlled debt outstanding between the organization and an interested entity of substantial contributor.” person. Exceptions. Don't report the following in Part II. 2 2023 Instructions for Schedule L (Form 990) |
Page 3 of 5 Fileid: … 0-ez(schl)/2023/a/xml/cycle05/source 13:57 - 10-Jan-2024 The type and rule above prints on all proofs including departmental reproduction proofs. MUST be removed before printing. • Excess benefit transactions reported on Schedule L, Part I. Column (h). State whether the organization's governing body • Advances under an accountable plan as described in the (or a committee of the governing body) approved the loan instructions for Part II of Schedule J (Form 990), Compensation transaction. Information. • Pledges receivable that would qualify as charitable Column (i). State whether the loan is evidenced by a contributions when paid. promissory note or other written agreement signed by the debtor. • Accrued but unpaid compensation owed by the organization. • Loans from a credit union made to an interested person on the Part III. Grants or Assistance same terms as offered to other members of the credit union. Benefiting Interested Persons • Tax-exempt bonds purchased from the filing organization and held by an interested person, so long as the interested Report each grant or other assistance (including provision of person purchased the bonds on the same terms as offered to the goods, services, or use of facilities), regardless of amount, general public. provided by the organization to any interested person at any time • Deposits into a bank account (when the bank is an interested during the organization's tax year. Examples of grants are person) in the ordinary course of business, on the same terms scholarships, fellowships, discounts on goods or services, as the bank offers to the general public. internships, prizes, and awards. A grant includes the gift portion • Receivables for a section 501(c)(9) VEBA from a sponsoring of a part-sale, part-gift transaction. organization or contributing employer of the VEBA, if those See Reasonable effort, earlier, applicable to Part III. receivables were created in the ordinary course of business and TIP have been due for 90 days or fewer. • Receivables outstanding that were created in the ordinary course of the organization's business on the same terms as Exceptions. Don't report the following in Part III. offered to the general public (such as receivables for medical • Excess benefit transactions reported on Schedule L, Part I. services provided by a hospital to an officer of the hospital). • Loans reported (or not required to be reported) on Schedule L, Part II. Column (a). Identify the interested person that was the debtor • Business transactions that don't contain any gift element and or creditor on the loan. If the person has interested person status that are engaged in to serve the direct and immediate needs of only as a substantial contributor, a family member of a the organization, such as payment of compensation (including substantial contributor, a 35% controlled entity of a substantial taxable and nontaxable fringe benefits treated as compensation) contributor, or an employee of a substantial contributor or 35% to an employee or independent contractor in exchange for controlled entity of a substantial contributor, then enter the term services of comparable value. Some business transactions may “substantial contributor” or “related to substantial contributor” (as be reportable on Schedule L, Part IV. the case may be) instead of the interested person's name, in • Compensation to a person listed on Form 990, Part VII, order to protect the confidentiality of the substantial contributor. Section A (including taxable and nontaxable fringe benefits Column (b). Identify the relationship between the interested treated as compensation). person and the organization. If “substantial contributor” was • Grants to employees (and their children) of a substantial entered in column (a), enter “substantial contributor” here as contributor or 35% controlled entity of a substantial contributor, well. If “related to substantial contributor” was entered in column awarded on an objective and nondiscriminatory basis based on (a), then describe the relationship without referring to specific pre-established criteria and reviewed by a selection committee, names, for example, “child of employee of 35% controlled as described in Regulations section 53.4945-4(b). entity of substantial contributor.” • Grants or assistance provided to an interested person as a member of the charitable class or other class (such as a member If an interested person has status as such other than by being a of a section 501(c)(5), 501(c)(6), or 501(c)(7) organization) that substantial contributor or related to one, then make no reference the organization intends to benefit in furtherance of its exempt to the substantial contributor status. For example, if grantee Jane purpose, if provided on similar terms as provided to other Smith is both a substantial contributor and the spouse of Director members of the class, such as short-term disaster relief, poverty John Smith, then they must be listed by name in column (a), and relief, or trauma counseling. However, grants for travel, study column (b) must state “spouse of Director John Smith” or words (such as scholarships or fellowships), or other similar purposes to similar effect. (such as to achieve a specific objective, produce a report or other similar product, or improve or enhance a literary, artistic, Column (c). Describe the organization's purpose for engaging musical, scientific, teaching, or other similar capacity, skill, or in the loan. talent of the grantee) like those described in section 4945(d)(3) Column (d). Check either “To” or “From,” whichever is aren't excluded from reporting under this exception. applicable. (But see Schools, later, for instructions on how to report grants, scholarships, and other assistance from colleges, universities, Column (e). Enter the original dollar amount owed (the loan and primary and secondary schools.) Grants that are awards principal). recognizing past achievements also aren't excluded from Column (f). Enter the balance due as of the end of the reporting under this exception. Grants for travel, study, or similar organization's tax year, including outstanding principal, accrued purposes don't include such purposes as short-term disaster interest, and any applicable penalties and collection costs. For relief, poverty relief, or trauma counseling. Form 990 filers, the sum total indicated in column (f) must equal • Grants or assistance to a section 501(c)(3) organization. the total of Form 990, Part X, Balance Sheet, column (B), lines 5 Column (a). Enter the name of the interested person that and 6 (for amounts owed to the organization), and column (B), benefited from the grant or assistance. If the person has line 22 (for amounts owed by the organization). interested person status only as a substantial contributor, a Column (g). Answer “Yes” if any payment by the debtor was family member of a substantial contributor, a 35% controlled past due as of the end of the organization's tax year, or if the entity of a substantial contributor, or an employee of a debtor is otherwise in default under the terms and conditions of substantial contributor or 35% controlled entity of a substantial the loan. contributor, then enter the term “substantial contributor” or “related to substantial contributor” (as the case may be) instead 2023 Instructions for Schedule L (Form 990) 3 |
Page 4 of 5 Fileid: … 0-ez(schl)/2023/a/xml/cycle05/source 13:57 - 10-Jan-2024 The type and rule above prints on all proofs including departmental reproduction proofs. MUST be removed before printing. of the interested person's name, in order to protect the Business transactions. Business transactions include but confidentiality of the substantial contributor. aren't limited to joint ventures and contracts of sale, lease, Column (b). Describe the relationship between the interested license, insurance, and performance of services, whether person that benefited from the grant or assistance and the initiated during the organization's tax year or ongoing from a organization, such as “spouse of the Director.” If “substantial prior year. contributor” was entered in column (a), enter “substantial Certain management company transactions with former of- contributor” here as well. If “related to substantial contributor” ficers, etc. A business transaction also includes a transaction was entered in column (a), then describe the relationship without between the organization and a management company of referring to specific names, for example, “child of employee of which a former officer, director, trustee, or key employee of the 35% controlled entity of substantial contributor.” organization (within the last 5 tax years, even if not listed on If an interested person has status as such other than by being Form 990, Part VII, Section A, because the individual didn’t a substantial contributor or related to one, then make no receive any compensation from the organization) is a direct or reference to the substantial contributor status. For example, if indirect 35% owner (as measured by stock ownership (voting grantee Jane Smith is both a substantial contributor and the power or value, whichever is greater) of a corporation, profits or spouse of Director John Smith, then they must be listed by name capital interest (whichever is greater) in a partnership or limited in column (a), and column (b) must state “spouse of Director liability company, or beneficial interest in a trust), or an officer, John Smith” or words to similar effect. director, or trustee. Column (c). Enter the total dollar amount of grants and other Aggregate reporting. The organization can aggregate multiple assistance provided to the interested person during the individual transactions between the same parties, or list them organization's tax year. separately. If aggregation is chosen, report the aggregate amount in column (c) and describe the various types of Column (d). Describe the type of assistance provided to the transactions (for example, “consulting,” “rental of real property”) interested person. in column (d). Column (e). Describe the organization's purpose in providing Exceptions. Don't report the following in Part IV. assistance to the interested person. • Excess benefit transactions reported on Schedule L, Part I. Schools. Colleges, universities, and primary and secondary • Loans reported (or not required to be reported) on schools aren't required to identify interested persons to whom Schedule L, Part II. they provided scholarships, fellowships, and similar financial • Grants and other assistance reported (or not required to be assistance. Instead, these organizations must, on Part III, group reported) on Schedule L, Part III (however, this exception doesn't each type of financial assistance (for example, need-based apply to transactions covered by the business transaction scholarships, merit scholarships, discounted tuition) provided to exception described in the Part III instructions earlier; such interested persons on separate lines. For each line, the school transactions may need to be reported in Part IV). should report in column (c), the aggregate dollar amount of each • Compensation reported on Form 990, Part VII, Section A, type of assistance, the type of assistance in column (d), and the unless the compensation was to a family member of another purpose of the assistance in column (e), unless such reporting person reported on Form 990, Part VII, Section A. would be an unauthorized disclosure of student education • Deposits into or withdrawals from a bank account (when the records under the Family Educational Rights and Privacy Act bank is an interested person) in the ordinary course of business, (FERPA). Columns (a) and (b) should be left blank for these on the same terms as the bank offers to the general public. lines. • The organization's charging of membership dues to its officers, directors, etc. Part IV. Business Transactions • If the organization transfers funds to an interested person to make investments on behalf of the organization as its agent or Involving Interested Persons contractor (but not as part of a joint venture), the amount of the Report on Part IV business transactions for which payments transaction for purposes of Part IV reporting isn't the entire were made during the organization's tax year between the amount transferred but the management fees or other service organization and an interested person, if such payments fees or carried interest (if any) of the interested person. exceeded the reporting thresholds described below, and • Transactions with publicly traded companies in the ordinary regardless of when the transaction was entered into by the course of the publicly traded company’s business, on the same parties. The “ordinary course of business” exception to reporting terms as it generally offers to the public (or more favorable for business relationships on Form 990, Part VI, line 2, doesn't apply the filing organization). for purposes of Schedule L, but see the exception below for publicly traded companies. Example 1. T, a family member of an officer of the In general, an organization must report business transactions organization, serves as an employee of the organization and on Part IV with an interested person if (a) all payments during the receives during the organization's tax year compensation of tax year between the organization and the interested person $15,000, which isn't more than 1% of the organization's total exceeded $100,000; (b) all payments during the tax year from a revenue. The organization is required to report T's compensation single transaction between such parties exceeded the greater of as a business transaction on Schedule L, Part IV, because the $10,000 or 1% of the filing organization's total revenue for the tax organization's compensation to a family member of an officer year; (c) compensation payments during the tax year by the exceeds $10,000, whether or not T's compensation is reported organization to a family member of a current or former officer, on Form 990, Part VII. director, trustee, or key employee of the organization listed on Form 990, Part VII, Section A, exceeded $10,000; or (d) in the Example 2. X, the child of a current director listed on Form case of a joint venture with an interested person, the 990, Part VII, Section A, is a first-year associate at a law organization has invested $10,000 or more in the joint venture, partnership that the organization pays $150,000 during the whether or not during the tax year, and the profits or capital organization's tax year. The organization isn't required to report interest of the organization and of the interested person each this business transaction on account of X's employment exceeds 10% at some time during the tax year. relationship to the law firm. 4 2023 Instructions for Schedule L (Form 990) |
Page 5 of 5 Fileid: … 0-ez(schl)/2023/a/xml/cycle05/source 13:57 - 10-Jan-2024 The type and rule above prints on all proofs including departmental reproduction proofs. MUST be removed before printing. Example 3. The facts are the same as in Example 2, except Column (b). Enter the relationship between the interested that X is a partner of the law firm and has an ownership interest person and the organization. For example: in the law firm of 36% of the profits. The organization must report • Key employee of the organization; the business transaction because the law firm is a 35% • Family member of the former Director; or controlled entity of X and the dollar amount is in excess of the • Entity more than 35% owned by (a) the former Director, and $100,000 aggregate threshold. (b) the President. If “substantial contributor” was entered in Example 4. The facts are the same as in Example 3, except column (a), enter “substantial contributor” here as well. If “related that the law firm entered into the transaction with the to substantial contributor” was entered in column (a), then organization before X's parent became a director of the describe the relationship without referring to specific names, for organization. X’s parent became a director during the example, “child of employee of 35% controlled entity of organization’s tax year. The organization must report all substantial contributor.” payments made during its tax year to the law firm for the transaction. If an interested person has status as such other than by being a substantial contributor or related to one, then make no reference Example 5. The facts are the same as in Example 3, except to the substantial contributor status. For example, if grantee Jane that X is the child of a former director listed on Form 990, Part Smith is both a substantial contributor and the spouse of Director VII, Section A. The organization is required to report the John Smith, then they must be listed by name in column (a), and business transaction, as family members of former directors column (b) must state “spouse of Director John Smith” or words listed in Part VII are interested persons. to similar effect. Example 6. The facts are the same as in Example 3, except that the organization pays $75,000 in total during the Column (c). The dollar amount of the transaction is the cash or organization's tax year for 15 separate transactions to collect fair market value of other assets and services provided by the debts owed to the organization. None of the transactions organization during the tax year, net of reimbursement of involves payments to the law partnership in excess of $10,000. expenses. For joint ventures with interested persons, report the The organization isn't required in this instance to report the total amount invested by the organization in the joint venture as business transactions, because the dollar amounts don't exceed of the end of the organization's tax year, whether or not the either the $10,000 transaction threshold or the $100,000 organization invested any part of the amount during the tax year. aggregate threshold. Column (d). Describe the transaction(s) by type, such as Example 7. The facts are the same as in Example 6, except employment or independent contractor arrangement, rental of that the organization pays $105,000 instead of $75,000. property, or sale of assets. Because the aggregate payments for the business transactions Column (e). Check “Yes” if all or part of the consideration paid exceed $100,000, the organization must report all the business by the organization is based on a percentage of revenues of the transactions. The organization can report the transactions on an organization. For instance, check “Yes” if a management fee is aggregate basis or list them separately. based on a percentage of revenues, or a legal fee owed to Column (a). Enter the name of the interested person involved in outside attorneys by a public interest law firm is a percentage of the direct or indirect business relationship with the organization. the amount collected. If the person has interested person status only as a substantial contributor, a family member of a substantial contributor, a 35% Part V. Supplemental Information controlled entity of a substantial contributor, or an employee Use Part V if the organization needs additional space to explain of a substantial contributor or 35% controlled entity of a a transaction or provide additional information. On Part V, identify substantial contributor, then enter the term “substantial the specific part and line number that each response supports, in contributor” or “related to substantial contributor” (as the case the order in which those parts and lines appear on Schedule L may be) instead of the interested person's name, in order to (Form 990). Part V can be duplicated if more space is needed. protect the confidentiality of the substantial contributor. 2023 Instructions for Schedule L (Form 990) 5 |