Member-owned water company denied § 501(c)(3) exemption for serving private interests

Plain-English summary

A mutual benefit corporation sought § 501(c)(3) status for supplying and testing water from a shared well. It delivered water only to member-owned parcels, collected monthly member payments for usage and electricity, and retained a small repair reserve. Its articles expressly limited water service to members and described domestic, agricultural, and irrigation uses. The IRS concluded that the organization failed both the organizational and operational tests because its governing purpose and actual activities served members' private interests rather than the public. State-required water testing did not overcome the substantial nonexempt purpose of providing water to members. The organization did not protest the proposed denial, so it became final.

Ruling snapshot

• Question: Did a member-owned water company qualify for exemption under § 501(c)(3) because it supplied and tested water?
• Outcome: Denied.
• Key authorities: IRC §§ 501(c)(3), 170, 7428(b)(2); Treas. Reg. §§ 1.501(c)(3)-1(a)(1), 1.501(c)(3)-(1)(b)(1)(i), 1.501(c)(3)-1(c)(1), 1.501(c)(3)-1(d)(1)(ii); Rev. Rul. 69-175; Rev. Rul. 71-395.

Full text (IRS public release)

Department of the Treasury
Internal Revenue Service
Tax Exempt and Government Entities

Date:
12/19/2025
Employer ID number:

Form you must file:
Tax years:

Person to contact:

Release Number: 202611012
Release Date: 3/13/26
UIL Code: 501.03-00, 501.03-30

Dear :

This letter is our final determination that you don't qualify for exemption from federal income tax under Internal
Revenue Code (IRC) Section 501(a) as an organization described in IRC Section 501(c)(3). Recently, we sent
you a proposed adverse determination in response to your application. The proposed adverse determination
explained the facts, law, and basis for our conclusion, and it gave you 30 days to file a protest. Because we
didn't receive a protest within the required 30 days, the proposed determination is now final.

Because you don't qualify as a tax-exempt organization under IRC Section 501(c)(3), donors generally can't
deduct contributions to you under IRC Section 170.

We may notify the appropriate state officials of our determination, as required by IRC Section 6104(c), by
sending them a copy of this final letter along with the proposed determination letter.

You must file the federal income tax forms for the tax years shown above within 30 days from the date of this
letter unless you request an extension of time to file. For further instructions, forms, and information, visit
www.irs.gov.

We'll make this final adverse determination letter and the proposed adverse determination letter available for
public inspection after deleting certain identifying information, as required by IRC Section 6110. Read the
enclosed Letter 437, Notice of Intention to Disclose - Rulings, and review the two attached letters that show our
proposed deletions. If you disagree with our proposed deletions, follow the instructions in the Letter 437 on how
to notify us. If you agree with our deletions, you don't need to take any further action.

If you have questions about this letter, you can call the contact person shown above. If you have questions
about your federal income tax status and responsibilities, call our customer service number at 800-829-1040
(TTY 800-829-4933 for deaf or hard of hearing) or customer service for businesses at 800-829-4933.

Letter 4038 (Rev. 11-2021)
Catalog Number 47632S

Sincerely,

Stephen A. Martin
Director, Exempt Organizations
Rulings and Agreements

Enclosures:

Letter 437

Redacted Letter 4034
Redacted Letter 4038

Letter 4038 (Rev. 11-2021)
Catalog Number 47632S

Department of the Treasury
Internal Revenue Service

Date:
10/23/2025
Employer ID number:

Person to contact:
Name:
ID number:
Telephone:
Fax:

Legend: UIL:

S = Date 501.03-00
T = State 501.03-30
x = Number

y dollars = Amount

Dear :

We considered your application for recognition of exemption from federal income tax under Internal Revenue
Code (IRC) Section 501(a). We determined that you don’t qualify for exemption under IRC Section 501(c)(3).
This letter explains the reasons for our conclusion. Please keep it for your records.

Issues
Do you qualify for exemption under IRC Section 501(c)(3)? No, for the reasons stated below.

Facts
You submitted Form 1023-EZ Streamlined Application for Recognition of Exemption Under Section 501(c)(3)
of the Internal Revenue Code.

You attest that you were incorporated on S in the State of T. You attest that you have the necessary organizing
document, that your organizing document limits your purposes to one or more exempt purposes within the
meaning of the IRC Section 501(c)(3), that your organizing document does not expressly empower you to
engage in activities, other than an insubstantial part, that are not in furtherance of one or more exempt purposes,
and that your organizing document contains the dissolution provision required under Section 501(c)(3).

You attest that you are organized and operated exclusively to further the purpose of testing for public safety.
You attest that you have not conducted and will not conduct prohibited activities under IRC Section 501(c)(3).
Specifically, you attest you will:

• Refrain from supporting or opposing candidates in political campaigns in any way
• Ensure that your net earnings do not inure in whole or in part to the benefit of private shareholders or
individuals

Letter 4034 (Rev. 01-2021)
Catalog Number 47628K

2

• Not further non-exempt purposes (such as purposes that benefit private interests) more than
insubstantially

• Not be organized or operated for the primary purpose of conducting a trade or business that is not related
to your exempt purpose(s)

• Not devote more than an insubstantial part of your activities attempting to influence legislation or, if you
made a Section 501(h) election, not normally make expenditures in excess of expenditure limitations
outlined in Section 501(h)

• Not provide commercial-type insurance as a substantial part of your activities

You formed as a mutual benefit corporation. Your Articles of Incorporation state your specific purpose is to
develop, distribute, supply or deliver water for domestic, agricultural, and irrigation uses to members at actual
cost plus necessary expenses and to no one except members.

You stated that you are a water company. You provide water to x parcels of land that are within close proximity
to a shared well. Each parcel has an equal share of the water and the shares are deeded to the land.

Your specific activities include performing water sample testing as required by the state of T. You take samples
to the lab and provide results to the shareholders. You also collect monthly payments which are an average of y
dollars per month from the shareholders for water usage. This fee is based on average fees charged by other
local water districts in the area and also covers the electrical expense of delivering water to the parcels. You
keep a small reserve for potential repairs to the system.

Law

Internal Revenue Code Section 501(c)(3) provides for the recognition of exemption of organizations that are
organized and operated exclusively for religious, charitable, educational, or other purposes as specified in the
statute. No part of the net earnings may inure to the benefit of any private shareholder or individual.

Treasury Regulation Section 1.501(c)(3)-1(a)(1) states that to be exempt as an organization described in IRC
Section 501(c)(3), the organization must be both organized and operated exclusively for one or more of the
exempt purposes described in this section. If an organization fails to meet either the organizational test or the
operational test, it is not exempt.

Treas. Reg. Section 1.501(c)(3)-(1)(b)(1)(i) provides that an organization is organized exclusively for one or
more exempt purposes only if its articles of organization limit the purposes of such organization to one or more
exempt purposes; and do not expressly empower the organization to engage, other than as an insubstantial part
of its activities, in activities that are not in furtherance of one or more exempt purposes.

Treas. Reg. Section 1.501(c)(3)-1(c)(1) provides that an organization will be regarded as "operated exclusively"
for one or more exempt purposes only if it engages primarily in activities which accomplish one or more of
such exempt purposes as specified in IRC Section 501(c)(3). An organization will not be so regarded if more
than an insubstantial part of its activities is not in furtherance of an exempt purpose.

Treas. Reg. Section 1.501(c)(3)-1(d)(1)(ii) states that an organization is not operated exclusively for one or
more exempt purposes unless it serves a public rather than a private interest. It must not be operated for the
benefit of designated individuals or the persons who created it.

Letter 4034 (Rev. 01-2021)
Catalog Number 47628K

3

In Revenue Ruling 69-175, 1969-1 C.B. 149, an organization formed by parents of pupils attending a private
school to provide school bus transportation for its members' children was found not to be exempt under IRC
Section 501(c)(3). It was found in this ruling that when a group of individuals associate to provide a service for
themselves, they are serving a private rather than a public interest.

In Rev. Rul. 71-395, 1971-2 C.B. 288, a cooperative art gallery formed and operated by a group of artists for the
purpose of exhibiting and selling their works did not qualify for exemption under IRC Section 501(c)(3). The
organization served the private purposes of its members.

In Better Business Bureau of Washington, D.C., Inc v. United States, 326 U.S. 279 (1945), the Supreme Court
of the United States held that the presence of a single non-exempt purpose, if substantial, will destroy a claim
for exemption, regardless of the number or importance of truly exempt purposes.

Application of law

IRC Section 501(c)(3) sets forth two main tests for qualification for exempt status. As stated in Treas. Reg.
Section 1.501(c)(3)-1(a)(1), an organization must be both organized and operated exclusively for purposes
described in IRC Section 501(c)(3). You formed as a mutual benefit corporation. Your Articles of Incorporation
state your specific purpose is to develop, distribute, supply or deliver water for domestic, agricultural, and
irrigation uses to your members. You therefore are not organized exclusively for one or more exempt purposes
and mentioned in Treas. Reg. Section 1.501(c)(3)-(1)(b)(1)(i).

You are not formed for a public interest as required by Treas. Reg. Section 1.501(c)(3)-1(d)(1)(ii). You are
similar to the organizations in Rev. Rul. 69-175 and Rev. Rul. 71-395 because you were formed to serve the
private interests of your members. You were formed to provide water to each member's parcel of land within
proximity to the shared well and you take water samples for testing. Water is only provided to members of your
organization. All your revenue is from member fees and your expenses are related to the water including
testing, electricity and maintenance.

As noted in Better Business Bureau of Washington, D.C., the presence of a single non-exempt purpose, if
substantial in nature, will preclude exemption under IRC Section 501(c)(3). You provide water to each
member's parcel of land within proximity to the shared well. Your activities serve your members which furthers
a substantial nonexempt purpose. Therefore, you are not operated exclusively for one or more exempt purposes
as stated in Treas. Reg. Section 1.501(c)(3)-1(c)(1).

Conclusion

Based on the information submitted, you are not organized and operated exclusively for one or more purposes
as described in IRC Section 501(c)(3). Rather, you are organized and operated for the substantial nonexempt
purpose of providing and testing water for your members. Therefore, you do not qualify for exemption under
Section 501(c)(3).

If you agree

If you agree with our proposed adverse determination, you don’t need to do anything. If we don’t hear from
you within 30 days, we’ll issue a final adverse determination letter. That letter will provide information on
your income tax filing requirements.

Letter 4034 (Rev. 01-2021)
Catalog Number 47628K

4

If you don't agree
You have a right to protest if you don’t agree with our proposed adverse determination. To do so, send us a
protest within 30 days of the date of this letter. You must include:

• Your name, address, employer identification number (EIN), and a daytime phone number
• A statement of the facts, law, and arguments supporting your position
• A statement indicating whether you are requesting an Appeals Office conference

• The signature of an officer, director, trustee, or other official who is authorized to sign for the
organization or your authorized representative

• The following declaration:

For an officer, director, trustee, or other official who is authorized to sign for the organization:
Under penalties of perjury, I declare that I have examined this request, or this modification to the
request, including accompanying documents, and to the best of my knowledge and belief, the request
or the modification contains all relevant facts relating to the request, and such facts are true, correct,
and complete.

Your representative (attorney, certified public accountant, or other individual enrolled to practice before the
IRS) must file a Form 2848, Power of Attorney and Declaration of Representative, with us if they haven’t
already done so. You can find more information about representation in Publication 947, Practice Before the
IRS and Power of Attorney.

We’ll review your protest statement and decide if you gave us a basis to reconsider our determination. If so,
we’ll continue to process your case considering the information you provided. If you haven’t given us a basis
for reconsideration, we'll send your case to the Appeals Office and notify you. You can find more information
in Publication 892, How to Appeal an IRS Determination on Tax-Exempt Status.

If you don’t file a protest within 30 days, you can’t seek a declaratory judgment in court later because the
law requires that you use the IRC administrative process first (IRC Section 7428(b)(2)).

Where to send your protest
Send your protest, Form 2848, if applicable, and any supporting documents to the applicable address:

U.S. mail: Street address for delivery service:
Internal Revenue Service Internal Revenue Service

EO Determinations Quality Assurance EO Determinations Quality Assurance
Mail Stop 6403 550 Main Street, Mail Stop 6403

PO Box 2508 Cincinnati, OH 45202

Cincinnati, OH 45201

You can also fax your protest and supporting documents to the fax number listed at the top of this letter. If you
fax your statement, please contact the person listed at the top of this letter to confirm that they received it.

Letter 4034 (Rev. 01-2021)
Catalog Number 47628K

5

You can get the forms and publications mentioned in this letter by visiting our website at www.irs.gov/forms-
pubs or by calling 800-TAX-FORM (800-829-3676). If you have questions, you can contact the person listed at
the top of this letter.

Contacting the Taxpayer Advocate Service

The Taxpayer Advocate Service (TAS) is an independent organization within the IRS that can help protect your
taxpayer rights. TAS can offer you help if your tax problem is causing a hardship, or if you’ve tried but haven’t
been able to resolve your problem with the IRS. If you qualify for TAS assistance, which is always free, TAS
will do everything possible to help you. Visit www.taxpayeradvocate.irs.gov or call 877-777-4778.

Sincerely,

Stephen A. Martin
Director, Exempt Organizations
Rulings and Agreements

Letter 4034 (Rev. 01-2021)
Catalog Number 47628K