TRIBAL BUSINESS STRUCTURE HANDBOOK

TRIBAL BUSINESS STRUCTURE HANDBOOK

2008 Edition By

Karen J. Atkinson, President, Tribal Strategies, Inc. and

Kathleen M. Nilles, Partner, Holland & Knight LLP A Tribal Self-Governance Project of the Tulalip Tribes

Sponsored and Published by The Office of the Assistant Secretary ? Indian Affairs

Credit: This Handbook was funded by an economic development grant awarded by the U.S. Department of the Interior's Office of Indian Energy and Economic Development (IEED) to the Tulalip Tribes of Washington for the development of a tribal biogas plant in Snohomish County.

Disclaimer: Nothing in this Handbook should be construed or relied upon as legal advice. Instead, this Handbook is intended to serve as general guidance and an introduction to business structure from which better informed requests for legal advice and tax advice can be formulated.

Published by:

The Office of the Assistant Secretary ? Indian Affairs U.S. Department of Interior

Foreword by the Sponsor and Publisher

The Office of Indian Energy and Economic Development (IEED) was established in 2006. IEED is responsible for expanding reservation business opportunities and Indian employment with emphasis on the development of energy and mineral resources on Indian trust lands; providing oversight of initiatives designed to assist tribes in developing stronger reservation and/or tribal economies; developing policies and procedures for job placement and training under the Indian Employment Training and Related Services Demonstration Act of 1992 (P.L. 102-477), as amended; and providing credit under the Indian Financing Act of 1974. The office formulates policies and procedures to surmount barriers to reservation economic growth and assists tribes in developing economic infrastructure, augmenting business knowledge, increasing jobs, businesses, and capital investment, and developing energy and mineral resources. IEED helps tribes develop their energy and mineral resources on trust lands and manages special economic programs, grants, projects and initiatives to advance reservation economies. In addition, the office is responsible for implementing P.L. 102-477, as amended; the Indian Financing Act of 1974; and Title V of the Energy Policy Act of 2005. The office consists of the Division of Energy and Mineral Development, the Division of Economic Development, the Division of Workforce Development, the Division of Capital Investment, and the Division of Indian Energy Resource Agreements.

We undertook this project to further our mission of developing economic infrastructure and increasing business knowledge. We think tribal governments will find the Handbook filled with many specifics that will help them and their business managers pinpoint issues for analysis in the quest to select the best business structure.

For tribal governments starting to think about launching a business enterprise, the Handbook will become a primary reference. The authors have taken care to streamline the discussions about each of the business structures. This should enable tribal governments to make informed decisions about which structure to discuss with tribal legal counsel and the tribal accountant.

For tribal government officials who are unfamiliar with business structures, the Handbook can also impart an understanding of how various Indian business enterprises function by comparison. We hope that this will encourage tribal governments to consult with one another regarding the success tribal businesses have achieved because of (and not in spite of) their structures.

There will be a second edition of the Handbook in the next several years.

Robert W. Middleton, Ph.D. Director, Office of Indian Energy and Economic Development

The Authors

Karen J. Atkinson is Mandan, Hidatsa, and Tsimshian and President of Tribal Strategies, Inc. in Washington, D.C. Karen has extensive experience as a legal and policy advisor on federal Indian law and tribal economic development. She has experience in energy planning and development, business consulting for Indian tribal governments, and advising companies seeking to work with tribes. Karen focuses on creating public/private partnerships that increase economic development in tribal communities. She has provided advice on how to form tribal business entities, on how to create tribal business partnerships, and on financing options and tax incentives for projects in Indian Country.

Kathleen M. Nilles is a partner with Holland & Knight LLP (resident in its Washington, D.C. office) and a member of the firm's Indian Law practice group. Kathleen has almost twenty years of experience advising tribal governments on tax and corporate issues. In the course of her practice as a tax attorney, she has assisted tribes in structuring numerous types of business entities and has secured IRS rulings and determinations to confirm their tax treatment. Kathleen has also provided legal advice on joint ventures, tax-exempt financing, energy tax incentives, and employment tax issues. She is a member of the Board of Directors of the National Intertribal Tax Alliance. Kathleen gratefully acknowledges the assistance, advice and contributions of her colleagues at Holland & Knight, particularly Telly Meier, Jerry Levine, Allyson Saunders, Brian Guth and Sam Kastner.

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