Annual conflict-of-interest disclosures: form and process
A conflict-of-interest disclosure form for nonprofit board members, how to collect it every year, and what Form 990 asks about it.
Once a year, every director and officer should fill in a short form listing the relationships that could conflict with the organization's interests. The secretary collects the forms, someone reviews them, and the minutes note that it was done. If you file the full Form 990, it asks whether you do this.
This is general information, not legal advice. Your conflict-of-interest policy and your state's law set the rules for your board.
What Form 990 asks
Line 12 in Part VI of Form 990 has three parts.
- Line 12a asks whether the organization "had a written conflict of interest policy."
- Line 12b asks whether "officers, directors, trustees, and key employees are required to disclose or update annually (or more frequently) information regarding their interests and those of their family members that could give rise to conflicts of interest."
- Line 12c asks whether the organization regularly monitors and enforces compliance with the policy. If it does, Schedule O describes how.
The form is public, so the answers are too.
The form
Copy this and have counsel check it against your policy.
Annual conflict-of-interest disclosure for [Organization], [year]
Name and role:
1. Employers, and businesses you or a family member own or have a substantial interest in:
2. Other boards you or a family member serve on:
3. Any transaction in the past year, or proposed, between [Organization] and you, a family member, or one of the organizations above:
4. Family or business relationships with other directors, officers or staff of [Organization]:
5. Anything else that could look like a conflict:
I have read the conflict-of-interest policy. I will tell the board chair if any of this changes during the year.
Signature and date:
"None" is a fine answer to any line.
How to run it
- Pick one meeting each year and send the form with that packet.
- Give new directors and officers the form when they join.
- The secretary collects the forms and chases the missing ones.
- The chair, or a committee, reads them and tells the board about anything it should know.
- Record in the minutes that the disclosures were collected.
- Keep the forms with the board's records, for as long as your retention policy says.
When someone discloses a conflict
A disclosed conflict matters when a related decision comes up. Your policy sets the procedure. The usual steps are that the director says so, leaves the discussion, and doesn't vote, and the minutes record the recusal.
Our guide on what belongs in the minutes covers recording recusals and abstentions.
How Karma Compass helps
On the Pro plan, a playbook in Karma Compass checks for missing conflict-of-interest forms and flags them, so the secretary knows who to chase. The signed forms can be kept with the board's other documents, on every plan.
Source
- Instructions for Form 990: the IRS on Part VI, lines 12a, 12b and 12c. Read 12 November 2026.
Questions this post answers
Do nonprofit board members have to sign a conflict-of-interest form every year?
Federal tax law doesn't require it, but Form 990 asks whether officers, directors and key employees must disclose or update their interests annually, and the answer is public. Your own policy may require it.
What goes on a conflict-of-interest disclosure form?
Employers and business interests, other board seats, transactions with the organization, relationships with other directors or staff, and anything else that could look like a conflict, for the director and their family members.
Who reviews the conflict-of-interest disclosures?
Your policy decides. Commonly the board chair or a committee reads them and reports anything the board should know.
What happens when a board member has a conflict of interest?
Your policy sets the procedure. The usual steps are that the director discloses it, leaves the discussion and doesn't vote, and the minutes record the recusal.
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