Part VI is the governance part of Form 990, and every organization must answer it. The form asks about your board and management, your policies and what you make public. The law says federal tax law generally does not mandate particular structures, policies or practices, though the IRS says such policies generally improve tax compliance. Good practice is to answer each line with what actually happened and to keep proof.
Part VI is where a Form 990 asks the questions a board should be able to answer about itself: how many directors are independent, whether the minutes are kept, which policies exist and what you make public. This article explains the three sections, shows how the instructions say to answer the lines that trip boards up and marks which questions are not federal rules. It is based on the 2025 Form 990 and its instructions. For line 11, which asks about board review of the return, see does the board have to approve the Form 990.
What is Part VI of Form 990?
Part VI asks about three things: your governing body and management, your policies and your disclosure. The instructions say so in the first lines, and then add the sentence that matters most: although federal tax law generally does not mandate particular management structures, operational policies or administrative practices, every organization must answer each question in Part VI.
| Section and lines | What it covers | Is it a federal requirement? |
|---|---|---|
| A. Governing body and management (lines 1 to 9) | Voting and independent directors, family and business relationships, management companies, changes to your bylaws, diversion of assets, members, minutes and contact addresses | The form asks. Federal tax law generally does not mandate these structures |
| B. Policies (lines 10 to 16) | Board review of Form 990, conflict of interest, whistleblower and document retention policies, how executive pay is set, joint ventures | The form says this section asks about policies not required by the Internal Revenue Code |
| C. Disclosure (lines 17 to 20) | States that get a copy, how the return is made public, whether governing documents and financial statements are public, who keeps the books | The form asks. Public inspection of the return itself is a legal duty |
Source: IRS Form 990 (2025) and Instructions for Form 990 (2025), Part VI.
The IRS says why it asks. The instructions say the IRS considers these policies and procedures to generally improve tax compliance, and that their absence can lead to opportunities for excess benefit transactions, inurement, operation for nonexempt purposes or other activities inconsistent with exempt status. They add that whether to adopt a particular policy depends on your size, type and culture.
How do you answer Section A, on the governing body and management?
Answer from records, not from memory. The table covers the lines boards most often get wrong. Each answer is a fact you can check against a roster, a disclosure form, a contract or the minutes.
| Line | What it asks and how to answer | Proof to keep |
|---|---|---|
| 1a | The number of voting members at the end of the tax year. Explain on Schedule O any material differences in voting rights, and any executive committee with broad authority to act for the board | Year-end roster and the bylaws |
| 1b | How many of those voting members are independent. A member is independent only if all four tests held at all times during the year: not paid as an officer or employee of the organization or a related one; not paid more than $10,000 as an independent contractor, other than reasonable pay as a board member; and neither the member nor a family member in a transaction reportable on Schedule L with the organization or with a related organization. A donor does not lose independence for that reason alone | Signed disclosure forms and a list of payments to directors |
| 2 | Whether any officer, director, trustee or key employee has a family or business relationship with another. A business relationship includes transacting business over $10,000 in the aggregate in the year, other than in the ordinary course on public terms. Entering “family relationship” or “business relationship” on Schedule O is enough | This year’s signed disclosure forms |
| 3 | Whether a management company or other person performed management duties usually done by officers or key employees, such as hiring, firing, budgets or supervising operations. Payroll processing does not count | Management contracts |
| 4 | Significant changes to the articles or bylaws since the prior return. A board policy adopted by resolution that does not change the articles or bylaws does not count | Minutes approving each amendment |
| 5 | Whether you became aware of a significant diversion of assets. The instructions call it significant if the gross value of the diversions discovered in the year exceeds the lesser of 5% of gross receipts, 5% of total assets or $250,000. Do not name the person on Schedule O | The incident file and minutes. Call a specialist |
| 8a, 8b | Whether every meeting and written action of the board, and of each committee with authority to act for it, was documented by the later of the next meeting or 60 days after the date. A “No” needs an explanation on Schedule O | Approved minutes with their dates |
| 9 | Whether anyone listed in Part VII cannot be reached at the organization’s mailing address. Using the organization’s address is fine | A roster with a working address for each person |
Source: IRS Instructions for Form 990 (2025), Part VI, Section A. Dollar limits change, so check the instructions for your tax year.
Lines 6, 7a and 7b ask whether the organization has members or stockholders who can elect directors or approve board decisions. Most boards will answer them in a minute, but read the definition of “member” in the instructions before you do.
How do you answer Section B, on policies?
Answer “Yes” to a policy question only if the board adopted the policy by the end of the tax year and it applied to the whole organization. The instructions say a committee can adopt it if the board delegated that authority. If the policy covered only a division or department, answer “No,” and explain the scope on Schedule O if you like. A policy adopted the week after year-end is a “No” for that year.
| Line | What the instructions say the policy does | Proof to keep |
|---|---|---|
| 11a, 11b | Whether each voting member got the complete final return before filing, and the review process described on Schedule O. See our answer on board approval | The date directors got the final return |
| 12a to 12c | A written conflict of interest policy defines conflicts, says who is covered, helps disclose them and sets procedures. Line 12b asks about annual disclosure. For line 12c you describe on Schedule O how you monitor and enforce the policy | The policy, the disclosure forms and the minutes |
| 13 | A written whistleblower policy encourages staff and volunteers to report illegal practices or violations of policy, protects them from retaliation and says who receives reports | The policy and its adoption date |
| 14 | A written document retention and destruction policy says who keeps which records and how they are stored and destroyed | The policy and its adoption date |
| 15a, 15b | Whether the process for setting pay for the top management official, and for other officers and key employees, included review and approval by independent persons, comparability data and records made at the time of the decision. If “Yes,” describe the process on Schedule O | Minutes and the comparability data |
| 16a, 16b | Whether you took part in a joint venture with a taxable entity, and if so whether a written policy required you to evaluate it and protect your exempt status | The venture agreement and the policy. Call a specialist |
Source: IRS Instructions for Form 990 (2025), Part VI, Section B.
Some laws apply even if you have no policy. The instructions point out that the federal Sarbanes-Oxley law generally does not apply to tax-exempt organizations, but it does impose criminal liability on them for retaliating against whistleblowers who report federal offenses and for destroying records to obstruct a federal investigation. Some states add protections. Ask counsel what applies to you.
A “No” on a policy line is an honest answer, and it tells the board what to build. Do not answer “Yes” to look well governed.
What does Section C, on disclosure, ask?
Section C asks how you make your return and documents available to the public. Line 17 lists the states that require a copy of the Form 990. Line 18 asks how you made the return available. The instructions say to check “Own website” only if you posted an exact copy of the return, leaving out information the law lets you withhold, such as contributor names and addresses on Schedule B.
Line 19 asks you to explain on Schedule O whether you made your governing documents, conflict of interest policy and financial statements available to the public. If you made none available, enter “No documents available to the public.” The instructions add that federal tax law does not require you to make them public unless they were included on a form that is publicly available, such as Form 1023. Line 20 asks for the person who keeps the books and records. You do not have to give a personal residence address, and if you do, it will be public.
Which Part VI answers should go to a specialist?
Call a specialist when a line turns up one of these. The checklist finds the question. It does not answer it:
- A significant diversion of assets (line 5)
- Business dealings between the organization and a director, an officer, their family or their companies (lines 1b and 2)
- How executive pay was set, or a worry that pay was too high (lines 15a and 15b)
- A joint venture with a taxable entity (line 16)
- A policy answer you cannot support with a date and a document
Ask a CPA or a nonprofit attorney who works with exempt organizations.
What does a Part VI review look like?
Here is a fictional example. River Arts Collaborative is the made-up calendar-year public charity from our other Form 990 articles. Its governance committee chair reads Part VI beside the roster, the disclosure forms and the minutes, and finds three answers that the records do not support.
| Line | What the draft said | What the records showed and the fix |
|---|---|---|
| 1b | All nine voting directors are independent | One director was paid $12,000 as an independent contractor for website work. That is more than the $10,000 test, so line 1b becomes eight. The secretary tells the preparer |
| 12a | “Yes,” the organization has a written conflict of interest policy | The board approved the policy in February, after the year ended. The answer for that year is “No,” and the board puts the new policy on the calendar |
| 8a | “Yes,” the board documented its meetings | The October minutes were not written until March. The answer becomes “No,” with a Schedule O explanation, and the secretary sets a 30-day target |
Fictional example for illustration. The facts and dates are made up.
The teaching point: Part VI is a true-or-false test against your records, not a place to look well governed. The board chair and secretary usually own most of these answers, so the Nonprofit Board Chair course is a good place to learn the routine. The free download below includes the review checklist, which gives each Part VI question an owner.
Based on the 2025 Form 990 and its instructions, checked against the IRS pages on October 31, 2026. The IRS has posted a draft 2026 form, which keeps Part VI, lines 11a and 11b at the same numbers, but drafts can change and other line numbers may move. Dollar limits and tests can change from year to year. Filing rules depend on your organization’s classification, facts, tax year and state. Use the current IRS instructions and ask a qualified exempt-organization adviser about your situation.