Referrals/Leads Group is Not a Tax Exempt Entity

In Private Letter Ruling 200709070 the IRS recently held that Exceptional Organizations, a standard referrals/leads group, did not qualify as a tax exempt “business league.” This ruling presents a good opportunity to review a few of the requirements to qualify as a tax-exempt “business league.”

A “business league” is an association of persons having a common business interest, whose purpose is to promote the common business interest and not to engage in a regular business of a kind ordinarily carried on for profit. Its activities are directed to the improvement of business
conditions of one or more lines of business rather than the performance of particular services for individual persons.

The Treasury Regulations set out the following specific requirements:

1. It must be an association of persons having some common business interest and its purpose must be to promote this common business interest;
2. It must be a membership organization and have a meaningful extent of membership support;
3. It must not be organized for profit;
4. No part of its net earnings may inure to the benefit of any private shareholder or individual;
5. Its activities must be directed to the improvement of business conditions of one or more lines of business as distinguished from the performance of particular services for individual persons;
6. Its primary activity does not consist of performing particular services for individual persons; and
7. Its purpose must not be to engage in a regular business of a kind ordinarily carried on for profit, even if the business is operated on a cooperative basis or produces only sufficient income to be self-sustaining.

According to the IRS, Exceptional Organizations referral group did not qualify as a “business league” because its activities did not improve the business conditions of one or more businesses, its primary activities consisted of providing services for particular persons, and it was engaged in a regular business of a kind ordinary carried on for profit.

The IRS focused on the following facets of this referral/leads group: it restricted its membership to individuals or firms in different trade, businesses, or occupations who do not compete with each other; its primary purpose was to provide exclusive listings (or referrals/leads) to its members; and the group did not do anything to help business conditions outside of helping their own businesses.

So what could the referral/leads group have done different that might have qualified it for not-for-profit status? Perhaps it could have segregated its activities into for-profit and not-for profit activities and operated two separate business enterprises for each activity; perhaps it could have promoted business ethics to members or required its members to promote business ethics outside of the group in an effort to help business conditions outside of helping individual member business; and perhaps it could open multiple chapters so that members from competing trades or businesses could participate while still maintaining the integrity of the referral/leads group.