Sch L_Transactions with Interested Persons

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2014

Instructions for Schedule L
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Transactions With Interested Persons

DRAFT AS OF
August 4, 2014

Section references are to the Internal Revenue
Code unless otherwise noted.

Future Developments

For the latest information about
developments related to Form 990 and its
instructions, such as legislation enacted
after they were published, go to
www.irs.gov/form990.

General Instructions

Note. Terms in bold are defined in the
Glossary of the Instructions for Form 990.

Purpose of Schedule

Schedule L (Form 990 or 990-EZ) is used
by an organization that files Form 990 or
990-EZ to provide information on certain
financial transactions or arrangements
between the organization and
disqualified person(s) under section
4958 or other interested persons.
Schedule L is also used to determine
whether a member of the organization's
governing body is an independent
member for purposes of Form 990, Part
VI, line 1b.

Supplemental information. Parts I-IV
can be duplicated if additional space is
needed. Also, Part V may be used to
explain a transaction or to provide
additional information.

Who Must File

The chart at the bottom of this page
provides which organizations must
complete all or a part of Schedule L and
Type of filer

must attach Schedule L to Form 990 or
990-EZ. If an organization is not required
to file Form 990 or 990-EZ but chooses to
do so, it must file a complete return and
provide all of the information requested,
including the required schedules.

Specific Instructions

For Parts I, II, and III, report all
transactions regardless of amount. Part IV
instructions provide individual and total
reporting thresholds below which reporting
is not required for an interested person.
Parts III and IV contain separate
reasonable effort instructions which
organizations may rely on to satisfy
reporting requirements for those Parts.
Each reportable transaction is to be
reported in only one part of Schedule L, as
described below.
Interested persons. For purposes of
Part I, an interested person is a
disqualified person under section 4958.
For purposes of Parts II-IV, an interested
person is one of the following:
1. For Form 990 filers, a person listed
in Form 990, Part VII, Section A as a
current or former officer, director,
trustee, or key employee, and for Form
990-EZ filers, a current officer, director,
trustee, or key employee listed on Form
990-EZ, Part IV.
2. The creator or founder of the
organization.
3. A substantial contributor. For
purposes of Schedule L Parts II-IV, a

IF you answer “Yes” to

. . . .

THEN you must
complete . . . .

. . . . . . .

Section 501(c)(3), 501(c)(4), or
501(c)(29) organization

Form 990, Part IV, line 25a or 25b
(regarding excess benefit
transactions)

Schedule L, Part I.

Section 501(c)(3), 501(c)(4), or
501(c)(29) organization

Form 990-EZ, Part V, line 40b
(regarding excess benefit
transactions)

Schedule L, Part I.

All organizations

Form 990, Part IV, line 26 (regarding Schedule L, Part II.
loans)

All organizations

Form 990-EZ, Part V, line 38a
(regarding loans)

All organizations

Form 990, Part IV, line 27 (regarding Schedule L, Part III.
grants)

All organizations

Form 990, Part IV, line 28a, 28b, or
28c (regarding business
transactions)

Jul 31, 2014

Schedule L, Part II.

Schedule L, Part IV.

Cat. No. 51522J

substantial contributor is an individual or
organization that made contributions
during the tax year of at least $5,000 and
is required to be reported by name in
Schedule B (Form 990, 990-EZ, or
990-PF), Schedule of Contributors, for the
organization’s tax year.
4. For purposes of Part III, a member
of the organization’s grant selection
committee.
5. A family member of any of the
above.
6. A 35% controlled entity of any of
the above, in the aggregate.
7. For purposes of Part III, an
employee (or child of an employee) of a
substantial contributor or of a 35%
controlled entity of such person, but only if
the employee (or child of an employee)
received the grant or assistance by the
direction or advice of the substantial
contributor or designee or of the 35%
controlled entity, or under a program
funded by the substantial contributor that
was intended primarily to benefit such
employees (or their children).
An interested person for purposes of
Parts II-IV does not include a section
501(c)(3) organization, an exempt
organization with the same tax-exempt
status (for example, section 501(c)(3) or
527 status) as the filing organization, or a
governmental unit or instrumentality.
Treat as a section 501(c)(3) organization a
foreign organization for which the filing
organization has made a reasonable
judgment (or has an opinion of U.S.
counsel) that the foreign organization is
described in section 501(c)(3).
Reasonable effort. The organization is
not required to provide information about a
transaction if it is unable to secure
sufficient information to conclude that the
transaction is reportable after making a
reasonable effort to obtain such
information. An example of a reasonable
effort is for the organization to distribute a
questionnaire annually to each person that
it believes may be an interested person,
as described earlier, and have information
relevant to determining whether a
transaction is reportable. The
questionnaire may include the name and
title of each person reporting information,
blank lines for the person’s signature and
signature date, and the pertinent

instructions and definitions for Schedule L
interested persons and transactions.

Part I. Excess Benefit
Transactions

(To be completed by section 501(c)(3),
501(c)(4), and 501(c)(29) organizations.)

Line 1. For each excess benefit
transaction involving an organization
described in section 501(c)(3), 501(c)(4),
or 501(c)(29), regardless of amount:
Identify in column (a) the disqualified
person(s) that received an excess benefit
in the transaction;
Identify in column (b) the relationship
between the disqualified person and the
organization (for example, “officer” or
“family member of director”);
Describe the transaction in column (c);
State in column (d) whether the
transaction has been corrected; and
Identify in Part V the organization
manager(s), if any, that participated in the
transaction, knowing that it was an excess
benefit transaction.

line 1, whether or not assessed by the
IRS, unless abated. Form 4720, Return of
Certain Excise Taxes Under Chapters 41
and 42 of the Internal Revenue Code,
must be filed to report and pay the tax on
excess benefit transactions.

Part II. Loans to and/or
From Interested Persons

Receivables outstanding that were
created in the ordinary course of the
organization's business on the same
terms as offered to the general public
(such as receivables for medical services
provided by a hospital to an officer of the
hospital).
Column (a). Identify the interested
person that was the debtor or creditor on
the loan.

DRAFT AS OF
August 4, 2014

Excess benefit transaction. An excess
benefit transaction generally is a
transaction in which an applicable
tax-exempt organization directly or
indirectly provides to or for the use of a
disqualified person an economic benefit
the value of which exceeds the value of
the consideration received by the
organization for providing such benefit.
For special section 4958 rules governing
transactions with donor advised funds
and supporting organizations, see the
special rules under Section 4958 Excess
Benefit Transactions in Appendix G in the
Instructions for Form 990, or Appendix E
in the Instructions for Form 990-EZ.
Applicable tax-exempt organizations
are generally limited to organizations
which (without regard to any excess
benefit) are section 501(c)(3) public
charities, section 501(c)(4) or 501(c)(29)
organizations, or organizations that had
such status at any time during the 5-year
period ending on the date of the excess
benefit transaction.
Section 501(c)(3), 501(c)(4), and
501(c)(29) organizations should refer to
the instructions for Form 990, Part IV, lines
25a-25b (or Form 990-EZ, Part V,
line 40b) before completing Part I. For
more information on excess benefit
transactions, section 4958, and special
rules for donor advised funds and
supporting organizations, see Appendix G
in the Instructions for Form 990 (or
Appendix E in the Instructions for Form
990-EZ) and Pub. 557, Tax-Exempt Status
for Your Organization.
Line 2. Enter the amount of excise tax
incurred by disqualified persons and
organization managers under section
4958 for the transactions reported on

Report details on loans, including salary
advances, payments made pursuant to a
split-dollar life insurance arrangement that
are treated as loans under Regulations
section 1.7872-15, and other advances
and receivables (referred to collectively as
“loans”), as described in Form 990, Part
IV, line 26 (including receivables reported
on Form 990, Part X, lines 5, 6, or 22),
Form 990-EZ, Part V, line 38a, or Form
990, Part X, line 5, 6, or 22. Report only
loans between the organization and
interested persons that are outstanding as
of the end of the organization's tax year.
Report each loan separately, regardless of
amount.
In addition to loans originally made
between the organization and an
interested person, report also loans
originally between the organization and a
third party or between an interested
person and a third party that were
transferred so as to become a debt
outstanding between the organization and
an interested person.

Exceptions. Do not report the following
in Part II:
Excess benefit transactions reported
in Schedule L, Part I.
Advances under an accountable plan
as described in the instructions for Part II
of Schedule J (Form 990), Compensation
Information.
Pledges receivable that would qualify
as charitable contributions when paid.
Accrued but unpaid compensation
owed by the organization.
Loans from a credit union made to an
interested person on the same terms as
offered to other members of the credit
union.
Tax-exempt bonds purchased from
the filing organization and held by an
interested person, so long as the
interested person purchased the bonds on
the same terms as offered to the general
public.
Deposits into a bank account (when the
bank is an interested person) in the
ordinary course of business, on the same
terms as the bank offers to the general
public.
Receivables for a section 501(c)(9)
voluntary employees' beneficiary
organization from a sponsoring
organization or contributing employer of
the VEBA, if those receivables were
created in the ordinary course of business
and have been due for 90 days or fewer.
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Column (b). Identify the relationship
between the interested person and the
organization.
Column (c). Describe the organization's
purpose for engaging in the transaction.
Column (d). Check either “To” or “From”,
whichever is applicable.
Column (e). Enter the original dollar
amount owed (the loan principal).
Column (f). Enter the balance due as of
the end of the organization's tax year,
including outstanding principal, accrued
interest, and any applicable penalties and
collection costs. For Form 990 filers, the
sum total indicated in column (d) must
equal the total of Form 990, Part X,
Balance Sheet, column (B), lines 5 and 6
(for amounts owed to the organization),
and column (B), line 22 (for amounts owed
by the organization).
Column (g). Answer “Yes” if any
payment by the debtor was past due as of
the end of the organization's tax year, or if
the debtor otherwise is in default under the
terms and conditions of the loan.
Column (h). State whether the
organization's governing body (or a
committee of the governing body)
approved the loan transaction.
Column (i). State whether the loan is
evidenced by a promissory note or other
written agreement signed by the debtor.

Part III. Grants or
Assistance Benefiting
Interested Persons

Report each grant or other assistance
(including provision of goods, services, or
use of facilities), regardless of amount,
provided by the organization to any
interested person at any time during the
organization's tax year. Examples of
grants are scholarships, fellowships,
discounts on goods or services,
internships, prizes, and awards. A grant
includes the gift portion of a part-sale,
part-gift transaction.

TIP

See Reasonable effort earlier,
applicable to Part III.

Exceptions. Do not report the following
in Part III:

Instructions for Schedule L

Excess benefit transactions reported
in Schedule L, Part I.
Loans reported (or not required to be
reported) in Schedule L, Part II.
Business transactions that do not
contain any gift element and that are
engaged in to serve the direct and
immediate needs of the organization, such
as payment of compensation (including
taxable and nontaxable fringe benefits
treated as compensation) to an employee
or independent contractor in exchange
for services of comparable value. Some
business transactions may be reportable
on Schedule L, Part IV.
Compensation to a person listed in
Form 990, Part VII, Section A (including
taxable and nontaxable fringe benefits
treated as compensation).
Grants to employees (and their
children) of a substantial contributor or
35% controlled entity of a substantial
contributor, awarded on an objective and
nondiscriminatory basis based on
pre-established criteria and reviewed by a
selection committee, as described in
Regulations section 53.4945-4(b).
Grants or assistance provided to an
interested person as a member of the
charitable class or other class (such as a
member of a section 501(c)(5), 501(c)(6),
or 501(c)(7) organization) that the
organization intends to benefit in
furtherance of its exempt purpose, if
provided on similar terms as provided to
other members of the class, such as
short-term disaster relief, poverty relief, or
trauma counseling. However, grants for
travel, study (such as scholarships or
fellowships), or other similar purposes
(such as to achieve a specific objective,
produce a report or other similar product,
or improve or enhance a literary, artistic,
musical, scientific, teaching, or other
similar capacity, skill, or talent of the
grantee) like those described in section
4945(d)(3) are not excluded from
reporting under this exception.
But see Schools, later, for instructions on
how to report grants, scholarships, and
other assistance from colleges,
universities, primary, and secondary
schools. Grants that are awards
recognizing past achievements also are
not excluded from reporting under this
exception. Grants for travel, study, or
similar purposes do not include such
purposes as short-term disaster relief,
poverty relief, or trauma counseling.
Grants or assistance to a section 501(c)
(3) organization.

employee of a substantial contributor or
35% controlled entity of a substantial
contributor, then enter the term
“substantial contributor” or “related to
substantial contributor” (as the case may
be) instead of the interested person's
name, in order to protect the
confidentiality of the substantial
contributor.

need-based scholarships, merit
scholarships, discounted tuition) provided
to interested persons in separate lines.
For each line, the school should report in
column (c) the aggregate dollar amount of
each type of assistance, the type of
assistance in column (d), and the purpose
of the assistance in column (e), unless
such reporting would be an unauthorized
disclosure of student education records
under the Family Educational Rights and
Privacy Act (FERPA). Columns (a) and (b)
should be left blank for these lines.

DRAFT AS OF
August 4, 2014

Column (a). Enter the name of the
interested person that benefitted from the
grant or assistance. If the person has
status as an interested person only
because the person is a substantial
contributor, a family member of a
substantial contributor, a 35% controlled
entity of a substantial contributor, or an
Instructions for Schedule L

Column (b). Describe the relationship
between the interested person that
benefitted from the grant or assistance
and the organization, such as “spouse of
Director John Smith.” If “substantial
contributor” was entered in column (a),
enter “substantial contributor” here as well.
If “related to substantial contributor” was
entered in column (a), then describe the
relationship without referring to specific
names, for example: “child of employee of
35% controlled entity of substantial
contributor.”
If an interested person has interested
person status other than by being a
substantial contributor or related to a
substantial contributor, then make no
reference to the substantial contributor
status. For example, if grantee Jane Smith
is both a substantial contributor and the
spouse of Director John Smith, then she
must be listed by name in column (a), and
column (b) must state “spouse of Director
John Smith” or words to similar effect.
Column (c). Enter the total dollar amount
of grants and other assistance provided to
the interested person during the
organization's tax year.
Column (d). Describe the type of
assistance provided to the interested
person.
Column (e). Describe the organization's
purpose in providing assistance to the
interested person.
Example. A substantial contributor to the
organization states that he would like Mr.
X and Ms. Y to be beneficiaries of a grant.
The organization inquires of the
substantial contributor whether Mr. X or
Ms. Y are interested persons with respect
to the organization because of a family or
business relationship they have with the
substantial contributor (using the pertinent
instructions and definitions), and the
substantial contributor replies in writing
that they are not. Whether they actually
are interested persons or not, the
organization has made a reasonable effort
in this situation.
Schools. Colleges, universities, and
primary and secondary schools are not
required to identify interested persons to
whom they provided scholarships,
fellowships, and similar financial
assistance. Instead, these organizations
must, in Part III, group each type of
financial assistance (for example,
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Part IV. Business
Transactions Involving
Interested Persons

Report in Part IV business transactions for
which payments were made during the
organization's tax year between the
organization and an interested person, if
such payments exceeded the reporting
thresholds described below, and
regardless of when the transaction was
entered into by the parties. The “ordinary
course of business” exception to reporting
business relationships on Form 990, Part
VI, line 2, does not apply for purposes of
Schedule L.
In general, an organization must report
business transactions in Part IV with an
interested person if: (1) all payments
during the tax year between the
organization and the interested person
exceeded $100,000; (2) all payments
during the tax year from a single
transaction between such parties
exceeded the greater of $10,000 or 1% of
the filing organization's total revenue for
the tax year; (3) compensation payments
during the tax year by the organization to a
family member of a current or former
officer, director, trustee, or key employee
of the organization listed in Form 990, Part
VII, Section A, if such payments exceeded
$10,000; or (4) in the case of a joint
venture with an interested person, the
organization has invested $10,000 or
more in the joint venture, whether or not
during the tax year, and the profits or
capital interest of the organization and of
the interested person each exceeds 10%
at some time during the tax year.

Business transactions. Business
transactions include but are not limited to
joint ventures and contracts of sale, lease,
license, insurance, and performance of
services, whether initiated during the
organization's tax year or ongoing from a
prior year.
Certain management company transactions with former officers, etc. A
business transaction also includes a
transaction between the organization and
a management company of which a
former officer, director, trustee, or key
employee of the organization (within the

last five tax years, even if not listed in
Form 990, Part VII, Section A because the
individual did not receive any
compensation from the organization) is a
direct or indirect 35% owner (as measured
by stock ownership (voting power or
value, whichever is greater) of a
corporation, profits or capital interest
(whichever is greater) in a partnership or
limited liability company, or beneficial
interest in a trust), or an officer, director, or
trustee.

Example 1. T, a family member of an
officer of the organization, serves as an
employee of the organization and
receives during the organization's tax
year compensation of $15,000, which is
not more than 1% of the organization's
total revenue. The organization is required
to report T's compensation as a business
transaction in Schedule L, Part IV,
because the organization's compensation
to a family member of an officer exceeds
$10,000, whether or not T's compensation
is reported in Form 990, Part VII.

organization pays $105,000 instead of
$75,000. Because the aggregate
payments for the business transactions
exceed $100,000, the organization must
report all the business transactions. The
organization can report the transactions
on an aggregate basis or list them
separately.

DRAFT AS OF
August 4, 2014

Aggregate reporting. The organization
can aggregate multiple individual
transactions between the same parties, or
list them separately. If aggregation is
chosen, report the aggregate amount in
column (c) and describe the various types
of transactions (for example, “consulting,”
“rental of real property”) in column (d).

Exceptions. Do not report the following
in Part IV:
Excess benefit transactions reported
in Schedule L, Part I.
Loans reported (or not required to be
reported) in Schedule L, Part II.
Grants and other assistance reported
(or not required to be reported) in
Schedule L, Part III (however, this
exception does not apply to transactions
covered by the business transaction
exception described in Part III instructions
earlier; such transactions may need to be
reported in Part IV).
Compensation reported in Form 990,
Part VII, Section A, unless the
compensation was to a family member of
another person reported in Form 990, Part
VII, Section A.
Deposits into or withdrawals from a
bank account (when the bank is an
interested person) in the ordinary course
of business, on the same terms as the
bank offers to the general public.
The organization's charging of
membership dues to its officers, directors,
etc.
If the organization transfers funds to an
interested person to make investments on
behalf of the organization as its agent or
contractor (but not as part of a joint
venture), the amount of the transaction for
purposes of Part IV reporting is not the
entire amount transferred but the
management fees or other service fees or
carried interest (if any) of the interested
person.
Transactions with publicly-traded
corporations in the ordinary course of its
business, on the same terms as are
generally offered to the public (or more
favorable for the filing organization).

Example 2. X, the child of a current
director listed in Form 990, Part VII,
Section A, is a first-year associate at a law
partnership that the organization pays
$150,000 during the organization's tax
year. The organization is not required to
report this business transaction on
account of X's employment relationship to
the law firm.

Example 3. The facts are the same as
in Example (2), except that X is a partner
of the law firm and has an ownership
interest in the law firm of 36% of the
profits. The organization must report the
business transaction because the law firm
is a 35% controlled entity of X and the
dollar amount is in excess of the $100,000
aggregate threshold.
Example 4. The facts are the same as
in Example (3), except that the law firm
entered into the transaction with the
organization before X's parent became a
director of the organization. The
organization must report all payments
made during its tax year to the law firm for
the transaction.
Example 5. The facts are the same as
in Example (3), except that X is the child of
a former director listed in Form 990, Part
VII, Section A. The organization is
required to report the business
transaction, as family members of former
directors listed in Part VII are interested
persons.
Example 6. The facts are the same as
in Example (3), except that the
organization pays $75,000 in total during
the organization's tax year for 15 separate
transactions to collect debts owed to the
organization. None of the transactions
involves payments to the law partnership
in excess of $10,000. The organization is
not required in this instance to report the
business transaction, because the dollar
amounts do not exceed either the $10,000
transaction threshold or the $100,000
aggregate threshold.

Column (a). Enter the name of the
interested person involved in the direct or
indirect business relationship with the
organization.
Column (b). Enter the relationship
between the interested person and the
organization. For example:
Key employee of the organization,
Family member of Freda Jones,
former director, or
Entity more than 35% owned by (1)
Freda Jones, former director, and (2) Lisa
Lee, President.
Column (c). The dollar amount of the
transaction is the cash or fair market
value of other assets and services
provided by the organization during the
tax year, net of reimbursement of
expenses. For joint ventures with
interested persons, report the total amount
invested by the organization in the joint
venture as of the end of the organization's
tax year, whether or not the organization
invested any part of the amount during the
tax year.
Column (d). Describe the transaction(s)
by type, such as employment or
independent contractor arrangement,
rental of property, or sale of assets.
Column (e). State “Yes” if all or part of
the consideration paid by the organization
is based on a percentage of revenues of
the organization. For instance, state “Yes”
if a management fee is based on a
percentage of revenues, or a legal fee
owed to outside attorneys by a public
interest law firm is a percentage of the
amount collected.

Part V. Supplemental
Information

Use Part V if the organization needs
additional space to explain a transaction
or provide additional information. In Part V,
identify the specific part and line number
that each response supports, in the order
in which those parts and lines appear on
Schedule L (Form 990 or 990-EZ). Part V
can be duplicated if more space is
needed.

Example 7. The facts are the same as
in Example (6), except that the

-4-

Instructions for Schedule L