Who this applies to: Board members, finance professionals, and the leadership team at nonprofit organizations, housing authorities, municipalities, and other governmental entities.
When many organizations hear the term "related party," they immediately think of family-owned businesses. However, related party transactions can occur in nearly any organization, including housing authorities, nonprofits, municipalities, and other governmental entities. Because these transactions often occur outside of normal market forces and may involve individuals with influence over organizational decisions, they can create financial reporting, compliance, and governance risks if not properly identified and disclosed. Understanding what constitutes a related party and how auditors evaluate these relationships can help organizations strengthen transparency and avoid surprises during the audit process.
What is a related party?
Under GASB Statement No. 62, a related party is defined as a person or organization that can significantly influence the management or operating policies of the transacting parties (e.g., through imposition of will) or has an ownership interest in one of the transacting parties and can significantly influence the other to the extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
Common examples include:
- Board members
- Executive directors or senior management
- Family members of key officials
- Organizations controlled by board members or management
- Parent organizations, subsidiaries, or affiliates
- Joint ventures and partnerships
- Component units in governmental reporting structures
- State governments providing loans, advances, or guarantees to a component unit
- Public authority
- A state pension plan investing in an entity controlled by:
- A board member or key executive
- An affiliated organization
- A state department and a related public authority sharing employees, payroll processing, information technology, legal services, or accounting staff
A transaction becomes a related party transaction when resources, services, obligations, or economic benefits are exchanged between related parties. Examples may include:
- Leasing office space from a board member
- Purchasing services from a company owned by management
- Loans made to or received from officers
- Shared employees between affiliated organizations
- Cost allocations among related entities
- Use of facilities or equipment without charge
Not all related party transactions are improper. In fact, many are entirely legitimate and beneficial. The key requirement is transparency and appropriate oversight.
Why auditors focus on related parties
Related party relationships present unique risks because transactions may not occur on arm's-length terms. For example, a housing authority may contract with a maintenance company owned by a commissioner, or a nonprofit may lease office space from a board member. Even when these arrangements are competitively priced, they warrant additional scrutiny because personal interests could influence decision-making.
Auditing standards recognize related party transactions as a potential fraud risk because they may be used to conceal financial difficulties, circumvent procurement requirements, shift costs between entities, misstate revenues or expenses, or enable self-dealing or conflicts of interest. As a result, auditors perform specific procedures designed to identify related parties and evaluate whether transactions have been appropriately accounted for and disclosed.
Related parties in governmental and nonprofit organizations
Governmental and nonprofit organizations often encounter related party considerations that differ from those seen in commercial businesses. Some industry examples of related party considerations are as follows:
- Public housing authorities frequently interact with affiliated nonprofit organizations, instrumentality corporations (a public or private entity created to carry out a specific government function, public service, or commercial task), development entities, and project partnerships. Shared staff, common board members, or intercompany transfers may create related party relationships that warrant disclosure.
- Municipalities may have component units, economic development corporations, authorities, or commissions governed by overlapping leadership structures. Transactions among these organizations may require careful consideration.
- Many nonprofits operate through supporting organizations, foundations, or affiliated entities. Shared governance and common management can create related party relationships even when the organizations have separate legal structures.
Organizations should be alert for circumstances that may indicate undisclosed related party transactions, including:
- Vendors with names similar to board members or employees
- Significant transactions outside normal business activity
- Payments to individuals rather than organizations
- Contracts awarded without documented procurement procedures
- Unusual loans or advances
- Shared office space, employees, or equipment
- Repeated sole-source procurements involving the same parties
These situations do not automatically indicate a problem, but they often warrant further investigation.
Best practices for management and boards
Strong governance is the first line of defense against related party issues. Organizations should consider implementing the following practices:
- Maintain annual conflict-of-interest disclosures: Board members and key employees should annually disclose business interests and relationships that could influence decision-making.
- Document review and approval procedures: Any transaction involving a related party should be reviewed and approved by independent members of the board or governing body.
- Ensure competitive procurement: When possible, obtain multiple quotes or conduct a competitive procurement process, even when working with a related party.
- Maintain clear documentation: Organizations should retain documentation supporting pricing, approvals, and the business rationale behind the transaction.
- Communicate with auditors early: Informing auditors of potential related party relationships early in the audit process can reduce delays and facilitate efficient audit procedures.
- Prioritize transparency: The existence of a related party transaction is not necessarily a concern. The greater risk lies in failing to identify, document, and disclose the relationship appropriately.
Transparent reporting helps stakeholders understand the nature of transactions and evaluate whether resources are being managed in the organization's best interests. It also strengthens public trust, which is especially important for organizations that receive government funding, HUD assistance, federal awards, or charitable contributions.
Governance of related party relationships
Related party relationships are a fact of life for many organizations. Whether involving housing authorities, municipalities, nonprofits, or other entities, these relationships require thoughtful governance and clear disclosure.
Organizations that proactively identify related parties, establish strong conflict-of-interest policies, and maintain thorough documentation will be better positioned for successful audits and stronger stakeholder confidence.
Key takeaways
- Identify related party relationships and transactions that may create financial reporting, compliance, or governance risks.
- Recognize circumstances that may indicate undisclosed related party transactions and warrant further review.
- Strengthen governance through appropriate oversight, documentation, approval procedures, and disclosure.
- Communicate related party relationships to auditors early to help reduce delays and support an efficient audit process.
BerryDunn can help
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