A private foundation is a 501(c)(3) organization funded mainly by one family, person or company rather than by the public. Because it lacks the outside oversight that broad public support brings, the tax law watches it more closely, and the Form 990-PF is how.
Who files
Every private foundation files Form 990-PF, "regardless of financial status" in the IRS's words. Size doesn't matter: a foundation with a few thousand dollars in a brokerage account files the same return as a large endowment. The 990-N and 990-EZ are not available to private foundations. Others that file it include:
- Section 4947(a)(1) nonexempt charitable trusts treated as private foundations
- Taxable private foundations, including a foundation whose exemption was automatically revoked
- Organizations that agree to private foundation status while their exemption applications are pending
- Former public charities that no longer meet a public support test, which check "Initial return of a former public charity" the first time
A public charity that fails the Schedule A public support test two years in a row can find itself in that last group.
What it reports, part by part
| Part | What it covers |
|---|---|
| I | Revenue and expenses in four columns: per books, net investment income, adjusted net income, and disbursements for charitable purposes |
| II and III | Balance sheets and the change in net assets |
| IV and V | Capital gains and losses, and the excise tax on net investment income |
| VI-A and VI-B | Questions on activities, including those that may trigger Form 4720 excise taxes |
| VII | Officers, directors, trustees, foundation managers, highly paid employees and contractors |
| VIII-A and VIII-B | Direct charitable activities and program-related investments |
| IX to XII | Minimum investment return, distributable amount, qualifying distributions and undistributed income |
| XIII | Private operating foundations only |
| XIV | Supplementary information, including grants paid and approved for future payment |
| XV-A, XV-B and XVI | Income-producing activities, how they relate to exempt purposes, and dealings with noncharitable exempt organizations |
Part I's four columns
The same income is viewed four ways. Column (a) follows the books. Column (b) isolates net investment income (interest, dividends, rents, royalties and capital gains, less the expenses of earning them), which is what the excise tax is based on. Column (c) is adjusted net income, used mainly by operating foundations. Column (d) shows what was actually paid out for charitable purposes, on the cash basis. Allocating shared costs, such as investment advisory fees versus grant administration, between columns (b) and (d) is one of the judgment calls that shapes both the tax and the payout.
Parts VI-A and VI-B: the restricted activities
These yes/no questions cover the private foundation rules: self-dealing with insiders (section 4941), failure to distribute income (4942), excess business holdings (4943), jeopardizing investments (4944) and taxable expenditures such as grants to individuals without approved procedures or political activity (4945). A "yes" can mean filing Form 4720 and paying excise taxes. Because the answers depend on the whole year, keep records with the 990-PF in mind.
The excise tax and the payout rule
A domestic exempt private foundation pays a 1.39% excise tax on net investment income under section 4940, computed in Part V. If the foundation's tax is $500 or more, it is expected to pay it through quarterly estimated payments during the year, and an underpayment penalty can apply if it doesn't.
Separately, a non-operating foundation must pay out a minimum amount each year. The minimum investment return is 5% of the net value of assets not used directly for charitable purposes. Subtract the excise tax (and any tax on unrelated business income) and you have the distributable amount, which must go out as qualifying distributions (grants, plus reasonable expenses of charitable activity) by the end of the following tax year. Any shortfall left after that is subject to a 30% tax. Our guide to the payout rule and excise tax goes deeper.
A family foundation reviews its 2025 numbers. The average fair market value of its investment portfolio for the year was $2,400,000, it has no debt, and its net investment income was $64,000.
- Cash deemed held for charitable activities (1.5%): $2,400,000 × 1.5% = $36,000
- Minimum investment return: ($2,400,000 − $36,000) × 5% = $118,200
- Excise tax: $64,000 × 1.39% = $889.60
- Distributable amount: $118,200 − $889.60 = $117,310.40
The foundation must make qualifying distributions of about $117,310 by December 31, 2026. Because its tax is over $500, it should also be making estimated tax payments.
Try your own figures here.
Donors are public
This is the biggest difference from a public charity's return. On a Form 990 or 990-EZ, the names and addresses of contributors on Schedule B are withheld from the public copy (except for section 527 political organizations). On the 990-PF, contributor names and addresses are public, along with the amounts. Foundation founders and donors should know this before they give. See public disclosure.
Due date, extension and e-filing
- Due: the 15th day of the 5th month after the tax year ends (May 15 for a calendar year), moved to the next business day if it falls on a weekend or legal holiday. A calendar-year 2025 return extended with Form 8868 is due November 16, 2026, because November 15 is a Sunday. See due dates.
- Extension: an automatic six months with Form 8868 filed by the original due date. The extension covers filing only; tax still has to be paid by the original due date.
- E-filing: required. The IRS has required e-filing for tax years beginning after July 1, 2019, and the 2025 instructions confirm that a 2025 Form 990-PF must be filed electronically.
Penalties
A late or incomplete 990-PF is subject to the same daily penalty as the Form 990. For returns required to be filed in 2026, that is $25 a day up to the lesser of $13,000 or 5% of gross receipts, or $130 a day up to $65,000 for organizations with gross receipts over $1,309,500. Because the 990-PF is also the return for the excise tax, the general penalties for late filing and late payment of tax apply too; the late-payment penalty is generally 0.5% of the unpaid tax per month, up to 25%. See late-filing penalties. Three missed years mean automatic revocation, after which the foundation becomes a taxable private foundation that still files the 990-PF.
Common mistakes
- Skipping a year because nothing happened. The return is required every year until the foundation formally terminates.
- Missing estimated payments on the excise tax when it reaches $500.
- Counting investment fees as charitable disbursements, which overstates qualifying distributions.
- Answering "no" in Part VI-B without checking payments to family members, shared office space or grants to individuals.
- Leaving Part XIV incomplete. Grants paid must be listed with recipients and purposes, unless the foundation had less than $5,000 of assets at all times during the year.
Don't put Social Security numbers anywhere on the 990-PF or its attachments. The entire return is public, and the IRS can't remove that information before releasing it.
Frequently asked questions
Our foundation had no activity this year. Do we still file?
Yes. The 990-PF is required every year for as long as the foundation exists, even with no grants and little income. Stopping without formally terminating risks penalties and, after three years, automatic revocation.
Can a private foundation become a public charity?
In some cases, by meeting a public support test over a measuring period or by restructuring. It is a significant decision with its own IRS process; talk to an adviser before starting.
Is the excise tax paid with the return?
The tax on net investment income is computed on the 990-PF. Foundations that owe $500 or more generally make estimated payments during the year; any balance is due by the original due date, even if the return itself is extended.
What counts toward the payout requirement?
Grants to public charities, reasonable and necessary administrative expenses of the foundation's charitable work, amounts paid to buy assets used directly for charitable purposes, program-related investments and certain approved set-asides. Investment management expenses don't count.
Do private foundations ever owe tax on business income?
Yes. A foundation with $1,000 or more of gross income from an unrelated trade or business files Form 990-T as well, and that tax also reduces the distributable amount.
Sources
- IRS: 2025 Instructions for Form 990-PF. irs.gov
- IRS: Form 990 series, which forms do exempt organizations file. irs.gov
- IRS: Annual filing and forms. irs.gov
- IRS: Instructions for Schedule B. irs.gov
- IRS: Instructions for Form 8868. irs.gov
- IRS: Rev. Proc. 2024-40, section 3.54. irs.gov
IRS figures change; inflation-adjusted amounts are updated each year. We review this page when the IRS publishes new instructions.
990IRS.com is a private company, not the IRS. This page is general information, not legal or tax advice for your organization. Example organizations and figures are hypothetical.



