Ellis McGehee Carter, J.D., LL.M. in Taxation

Ellis exclusively represents nonprofit, tax-exempt and mission-based businesses with respect to corporate, tax and regulatory matters as well as donors with respect to major gifts. Ellis spent 13 years practicing nonprofit law with large firms, forming Caritas Law Group (formerly Carter Law Group) in 2010.

Representative experience includes:

  • Assisting affiliated nonprofits to determine their ideal structure, implementing the structure and counseling to ensure ongoing legal and tax compliance;
  • Advising corporate, independent and family private foundations regarding compliance with tax rules and regulations, including those related to self-dealing, investments and grant making;
  • Advising family foundations during difficult transitions, particularly following the death of the founders and transitions from one generation to the next;
  • Representing charitable organizations in all aspects of their start-up including formation, state and federal tax exemptions, corporate governance and board fiduciary duties, hiring and compensation of employees and consultants, and charitable solicitation licensing and compliance;
  • Advising conversion foundations regarding post-conversion issues including tax status;
  • Negotiating the terms of major gifts, including perpetual naming rights related to educational programs, facilities, faculty positions, etc.;
  • Working with hospitals to ensure compliance with 501(r) including preparing financial assistance and collections policies;
  • Advising businesses engaged in cause marketing on strategies regarding compliance with various fundraising laws including commercial co-venture regulations;
  • Representing nonprofits in various business combinations and reorganizations, including divestitures, asset acquisitions, mergers, and affiliations;
  • Assisting tax-exempt organizations engaged in lobbying including setting up related 501(c)(3) and 501(c)(4) organizations and counseling to ensure ongoing legal and tax compliance;
  • Counseling corporate foundations in all aspects of their management, including governance, tax compliance, matching gift programs and grant agreements;
  • Advising various public charities on issues related to governance, conflicts of interest, fiduciary duties, private inurement and related party transactions, including best practices to promote compliance and correcting existing violations.

When not assisting clients, Ellis loves to read, play with her five pugs, explore Tempe by bicycle, attend theatrical performances, and travel her with her husband, son, and daughter.


  • LL.M. in Taxation, University of Washington School of Law, 1998
  • J.D., cum laude, Seattle University School of Law, 1996
  • Certificate in Chinese Law, East Shanghai University of Politics and Law, 1994
  • B.A., cum laude, Northeastern University, 1993


  • AZ Big Media, AzBusiness Leaders 2018 – 2019, Nonprofit Law
  • AZ Best Lawyers in America, Non-Profit/Charities Law, 2007-2019
  • Best Lawyers® 2015 Non-Profit/Charities Law “Lawyer of the Year” in Phoenix, Arizona
  • Champion of Diversity Award, Black Women Lawyer’s Association, 2013
  • Rated “AV Preeminent” (the highest rating available), by Martindale Hubbell
  • Phoenix Magazine, Top Lawyers, Nonprofit-Charities Law, 2007
  • Volunteer Lawyers Program, Non-Profit Advocate of the Year, 2002

Community Activities

Professional Activities

  • Member, State Bar of Arizona, 2000 to Present
  • Member, Washington State Bar Association, 1997 to Present
  • Member, Tax Law Section and Committee on Exempt Organizations, American Bar Association, 2000 to Present
  • Member, National Alliance of Public Charter School Attorneys, 2013 to Present

In the News

Articles and Recent Presentations

  • Presenter, “Charter School Governing Documents,” Governance Week Sponsored by the Arizona Charter School Association, March 5, 2019.
  • Presenter, “The Legal Role,” Business on Board Program, sponsored by Alliance of Arizona Nonprofits, APS Corporate Campus, May 1, 2018.
  • Presenter, “Nonprofit Legal Checkup”, Clifton Larsen Allen Annual Nonprofit Conference, Desert Willow Conference Center, April 22, 2018.
  • Panelist, “Conscious Capitalism and Nonprofit Sector: Collaborative, Sustainable Enterprise,” 25th Annual Nonprofit Conference on Sustainability Strategies (2017), sponsored by ASU’s Lodestar Center for Philanthropy and Innovation, October 18, 2017.
  • Presenter, “Long Arm of Fundraising Laws,” sponsored by the Association of Fundraising Professionals, August 9, 2017.
  • Presenter, “Developing and Sustaining a Social Enterprise,” sponsored by ASU’s Morrison Institute for Public Policy, October 19, 2016.
  • Presenter, “The Legal Role,” Business on Board Program, sponsored by Alliance of Arizona Nonprofits, APS Corporate Campus, October 4, 2016.
  • Presenter, “The Legal Role -Boardroom Basics – Nonprofit Board Leadership Workshop for Young and Emerging Professionals,” Alliance of Arizona Nonprofits, National Bank of Arizona Conference Center, August 25, 2016.
  • Co-Presenter, “Six Degrees of Separation: Sr. Staff Employment Contracts & Separation Agreements”, Organization of Nonprofit ExecutivesJune 15, 2016.
  • Co-Presenter, “Arizona Benefit Corporations – Imagining Relevant Litigation Issues,” Arizona State Bar Convention, June 25, 2015.
  • Presenter, “Must Have Policies (And What Can Happen When You Don’t),”  Planned Giving Roundtable, Arizona Planned Giving Conference, June 3, 2015.
  • Co-Presenter, “So You Want to Start a Nonprofit,” Arizona Community Foundation’s Professional Education Series, February 26, 2015.
  • Presenter, “Why Should You Consider Forming An Affiliated Entity,” Henry and Horne CPA’s Annual Conference, January 28, 2015.
  • Presenter, “Top 10 Legal Risks for Nonprofits,” CBIZ CPA’s annual conference, December 8, 2014.
  • Presenter, “Top 10 Mistakes in Nonprofit Board Governance,” Experience Matters Arizona’s Encore Fellowship Program, Native American Connections, September 22, 2014.
  • Co-Presenter, Starting a Nonprofit, Hive@Central, Burton Bar Library, June 26, 2014.
  • Presenter,“Is it Time for a Legal Audit,” Clifton Larsen Allen Annual Nonprofit Conference, Desert Willow Conference Center, May 20, 2014.
  • Live Chat Expert, How to Choose a Fiscal Sponsor, Foundation Center Live Chat, January 30, 2014.
  • Panelist, Small Charities – Problems and Solutions, American Bar Association Exempt Organizations Committee of the Section of Taxation, 2014 Mid-Year Meeting, Phoenix, Arizona, January 24, 2014.