Non-Profit to S Corporation Conversion: CIA Legal Memo
This legal memorandum examines two key issues facing Career Institute of America (CIA), a Delaware-incorporated non-profit organization offering Internet-based career training. The memo first evaluates whether CIA should retain its non-profit status or reorganize as a for-profit entity, recommending conversion to a closely held S corporation to avoid double taxation while preserving liability protections and founder control. It then outlines the contractual and tax-form requirements CIA must satisfy to properly classify its instructors as independent contractors rather than employees under applicable law.
- Memorandum Header and Summary of Facts: Client background and organizational facts
- Issues Presented: Two legal questions requiring analysis
- Applicable Law: Delaware law governs CIA's activities
- Analysis: Corporate Structure Recommendation: Recommends conversion to closely held S corporation
- Analysis: Independent Contractor Requirements: Steps to properly classify instructors as contractors
✍️ How to write this paper — guide, tools & examples ▾
What makes this paper effective
- Uses a professional legal memorandum format with clearly labeled sections (To/From/Re/Date, Summary of Facts, Issues, Law, Analysis), mirroring real-world practice.
- Organizes each issue discretely and addresses them in the same order they are introduced, making the reasoning easy to follow.
- Provides practical, actionable recommendations — specific contract language, tax form citations, and corporate structure choices — rather than abstract legal commentary.
Key academic technique demonstrated
The memo applies the IRAC-adjacent structure (Issue, Law, Analysis, Conclusion) common in legal writing. Each recommendation is anchored to a legal rationale — for example, citing the double-taxation disadvantage of C corporations as the reason to elect S corporation status, and referencing the W-9 as the federal standard for independent contractor classification. This grounds practical advice in identifiable legal and regulatory sources.
Structure breakdown
The document opens with a standard memorandum header identifying the parties and subject. It then states a concise summary of the client's facts, lists the two discrete legal issues, identifies the governing jurisdiction (Delaware), and delivers a two-part analysis. Each analytical section corresponds directly to one issue and concludes with specific recommended steps, making the memo both legally reasoned and immediately useful to a supervising attorney.
Memorandum Header and Summary of Facts
To: Supervisor
From: [Student]
Re: Career Institute of America, Inc.
Date: March 27, 2007
Client, Career Institute of America (hereinafter "CIA"), is an organized non-profit organization specializing in Internet-based career training, primarily in the automotive field. Most of their employees are instructors who are hired as independent contractors. CIA did receive a one-time federal grant in the previous year.
Issues Presented
1) Whether CIA should remain a non-profit corporation and, if not, what it should become; and
2) What requirements CIA's independent contractor agreements must meet.
Applicable Law
As a Delaware-incorporated business, the Delaware Code governs CIA's activities.
Create your account
Always verify citation format against your institution’s current style guide requirements.