Keep the people in charge
accountable.
A conflict-of-interest policy sets the rules for when a director, officer or insider has a personal stake in a company decision — how they disclose it, step back, and let the deal be judged on the merits. We draft policies that protect the company and the people who run it.
Disclosure, recusal and approval — documented where the protection actually lives.
Get your conflict-of-interest policy drafted
Tell us whether you're a corporation, LLC or nonprofit and who your insiders are — we'll draft a policy that holds up. We'll set up a consultation with an attorney.
Conflicts of interest are normal and unavoidable — a director's company is also your best vendor; an officer's spouse owns the building you want to lease; a board member wants to invest on special terms. The danger isn't the conflict itself; it's an undisclosed conflict, or a self-interested decision that no disinterested person ever signed off on. That's what exposes the company to lawsuits, blows up deals in diligence, and — for nonprofits — threatens tax-exempt status.
A conflict-of-interest policy turns those situations into a clean, documented process: the interested person discloses, removes themselves from the decision, and the disinterested directors or members approve the transaction on its merits. Done right, it both deters self-dealing and protects an honest decision-maker by creating a record that the deal was fair and properly approved.
What a real policy requires
Disclosure: who must report a potential conflict, when, and to whom — covering not just the insider but their family members and affiliated businesses. Recusal: the conflicted person leaves the discussion and the vote, and the decision is made by the disinterested directors or members.
Review and documentation: the standard the board applies (typically that the transaction is fair and in the company's best interest, with reasonable alternatives considered), and a requirement that the disclosure, the recusal and the approval are all written into the minutes. A policy that isn't documented in the record provides almost none of its protective value.
Nonprofits and 501(c)(3) organizations
For nonprofits the stakes are higher. The IRS effectively expects exempt organizations to adopt a conflict-of-interest policy — the Form 1023 application and the Form 990 annual return both ask about it — and federal 'intermediate sanctions' rules penalize 'excess benefit transactions' with insiders. A compliant policy, paired with proper board approval and documentation, is what lets a nonprofit show that a transaction with an insider was at fair value and at arm's length. We draft policies modeled on the IRS's recommended framework and tailored to your organization.
Accountability the record can prove.
Disclosure rules
Who must disclose a potential conflict, when, and to whom — including family members and affiliated businesses.
Recusal & voting
How a conflicted person steps out of the discussion and the vote so disinterested decision-makers decide.
Related-party transactions
A fair-process standard for deals with insiders — disclosure, alternatives considered, and approval on the merits.
Nonprofit / 501(c)(3)
Policies modeled on the IRS framework for exempt organizations, ready for Form 1023 and Form 990.
Annual certification
Yearly conflict disclosure statements for directors and officers so your record stays current.
Documentation & minutes
Language requiring the disclosure, recusal and approval to be written into the minutes — where the protection actually lives.
From draft to a board-adopted policy.
Tell us about your organization
We learn whether you're a corporation, LLC or nonprofit, who your insiders are, and the related-party situations you actually face.
We draft the policy
You get a conflict-of-interest policy — and, for nonprofits, an IRS-ready version — with disclosure forms and minute language included.
Adopt and certify
We help the board adopt it, fold it into your bylaws or operating agreement, and set up annual certification.
Conflict-of-interest policies, answered.
Does a for-profit company need a conflict-of-interest policy?
Is a conflict-of-interest policy required for a 501(c)(3) nonprofit?
What is a related-party or self-dealing transaction?
Where does the policy live — bylaws or a separate document?
Related practice areas
Make accountability part of the record.
Tell us about your organization, or call now to reach an attorney. We'll draft a conflict-of-interest policy — IRS-ready for nonprofits — that protects the company and the people who run it.
Get your conflict-of-interest policy drafted
Tell us whether you're a corporation, LLC or nonprofit and who your insiders are — we'll draft a policy that holds up. We'll set up a consultation with an attorney.