Incorporation Choice, Uniformity, and the Reform of Nonprofit State Law

Abstract

This Article explores the significance of private lawmaking initiatives in the reform process of nonprofit state law, with specific consideration to recent and on-going projects led by the American Bar Association, American Law Institute, and National Conference of Commissioners on Uniform State Laws. The paper documents and explains how various institutional dynamics, ingrained habits, and other factors unique to the tax-exempt sector, most notably the choices of nonprofit organizations regarding where to incorporate, effect the ways in which nonprofit law is developed. To that end, the Article presents empirical findings revealing that nonprofits are far less likely than for-profit corporations to opt for out-of-state incorporation. This, in turn, makes nonprofit entities less able than their for-profit counterparts to shape the legal regime governing their activities and thus heightens the influence of private lawmaking projects in the charitable sector.

Keywords: UPMIFA, UMIFA, RMNCA, ALI, NCCUSL, ABA

JEL Classification: K22, L3, L30, L31, L39