Conflict of Interest & FCOI Disclosure Form

A conflict of interest (COI) disclosure form is the document an organization uses to collect, on a recurring basis, the outside financial interests, relationships, and positions held by the people who make or influence its decisions — board members, officers, and employees in a position to affect a contract, hire, grant, or purchase. It is the operational instrument of a conflict-of-interest policy; the policy sets the rule, the form is how the organization actually finds out who might be affected by it.

This guide covers the institutional-governance version of this form — the one a nonprofit board, research institution, or employer uses to manage its own decision-making. If you’re looking for the form journals require from manuscript authors before publication, see Conflict of Interest Disclosure in Scholarly Publication, which covers the ICMJE Disclosure Form and journal-submission requirements specifically — a related but distinct process with a different audience, different timing, and different consequences for non-disclosure.

What counts as a conflict of interest, for this form’s purposes

The governing definition most US nonprofits work from comes from the IRS’s own guidance on Form 990 (the annual information return tax-exempt organizations file) and Form 1023 (the application for 501(c)(3) recognition). Per the IRS, a conflict of interest arises when a person in a position of authority over the organization — an officer, director, or key employee — may benefit financially from a decision they could make in that capacity, including indirect benefit to a family member or a business with which they’re closely associated. That definition, or something close to it, is what most disclosure forms operationalize into specific questions.

See CASRAI’s dictionary definition of conflict of interest disclosure for the research-specific operational definition (the version institutions use for investigator/PI disclosures tied to sponsored research), which overlaps with but is narrower than the general governance definition covered here.

Why organizations require a disclosure form, not just a policy

A written policy states the principle; it doesn’t, by itself, tell the organization who actually has a conflict. That’s the specific gap the form closes, and it’s why regulators and governance bodies treat the two as separate requirements:

IRS Form 990, Part VI asks tax-exempt organizations three separate questions: whether they have a written conflict-of-interest policy, whether officers, directors, trustees, and key employees are required to disclose annually any interests that could give rise to conflicts, and whether the organization regularly and consistently monitors and enforces compliance with the policy. Adopting a policy and using a disclosure form isn’t legally mandatory for tax-exempt status, but the IRS has stated it attaches significance to how an organization answers these governance questions — in practice, a “no” is a visible red flag on a public tax filing.
IRS Form 1023 instructions include a sample conflict-of-interest policy as Appendix A, which many nonprofits adapt directly. That sample policy is structured around exactly the two pieces covered in this guide: a policy describing how conflicts are identified and handled, and an annual disclosure statement each covered individual signs.
Nonprofit governance practice — per guidance from BoardSource and the National Council of Nonprofits, the two leading US nonprofit-governance resource bodies — treats an annual signed disclosure statement, refreshed whenever a new conflict arises during the year, as standard practice, not an optional extra.

For research institutions specifically, the same logic extends to financial conflict of interest (FCOI) disclosure tied to sponsored research and to institutional review processes — see CASRAI’s research integrity term for how disclosure obligations connect to the broader institutional compliance framework.

Financial conflict of interest (FCOI) disclosure forms in federally funded research

The form covered above is the general nonprofit/employer governance version. A meaningful share of search demand for “financial conflict of interest form” reflects a narrower, federally regulated instrument instead: the disclosure investigators complete under the Public Health Service (PHS) financial conflict of interest regulations at 42 CFR Part 50, Subpart F (governing PHS grants and cooperative agreements, which includes NIH-funded research) and the parallel 45 CFR Part 94 (governing PHS contracts). These regulations require an institution receiving PHS funding to maintain a written FCOI policy and to collect a specific disclosure from every “Investigator” on the award — defined broadly as anyone responsible for the design, conduct, or reporting of the research, not just the PI.

What counts as a “significant financial interest” (SFI)

Per 42 CFR 50.603, an investigator must disclose a significant financial interest in a publicly traded entity once the aggregated value of remuneration received in the prior twelve months plus the value of any equity interest exceeds $5,000. For a non-publicly-traded entity, disclosure is required once remuneration exceeds $5,000, or if the investigator holds any equity interest at all, regardless of value. The definition also reaches intellectual property rights and royalty income, and certain reimbursed or sponsored travel connected to the investigator’s institutional responsibilities.

When investigators must complete the form

At the time of proposal or award — before an institution can accept PHS funding on the investigator’s behalf.
At least annually while the PHS-funded research is ongoing, on the schedule the institution’s policy sets.
Within 30 days of discovering or acquiring a new significant financial interest (through purchase, marriage, inheritance, or any other means) — per 42 CFR 50.604, this update cannot wait for the next annual cycle.

What the institution does with the form

Unlike the governance version of this form, the FCOI form triggers a regulatory review sequence, not just an internal one. The institution’s designated official reviews each disclosure, determines whether the interest relates to the PHS-funded research, and, if so, whether it constitutes a financial conflict of interest. If it does, the institution must develop and implement a management plan before spending any award funds, and must report the FCOI to the PHS awarding component. 42 CFR 50.604(f) also requires FCOI training for every investigator before engaging in PHS-funded research and at least every four years afterward, with immediate retraining if the institution substantively revises its FCOI policy, a new investigator joins a project, or the institution finds an investigator out of compliance with the policy.

See CASRAI’s dictionary definition of conflict of interest disclosure for the operational definition of this research-specific process, and research integrity for how FCOI management connects to the broader institutional compliance framework. This FCOI form and the general governance form covered earlier in this guide share a common purpose — surfacing outside interests before they affect a decision — but they operate under entirely separate legal authority, with different reviewers, different triggers, and different consequences for non-disclosure.

Core elements a disclosure form should include

Across the IRS Form 1023 sample, BoardSource’s sample policies, and the disclosure forms used by research institutions, the same structural elements recur. A well-built form includes:

Identifying information — name, role (board member, officer, employee, committee member), department or program area, and the disclosure period covered.
Financial interests — ownership or investment interest (including stock, partnership interest, or other equity) in any entity that does business with, competes with, or seeks to do business with the organization.
Compensation arrangements — any compensation, consulting fee, honorarium, or other payment received from an entity that transacts with, or seeks to transact with, the organization.
Positions held elsewhere — directorships, officerships, trusteeships, or employment at another organization, especially one that could compete with, supply, or benefit from decisions of the disclosing organization.
Family and close-relationship interests — whether a family member (spouse, domestic partner, parent, sibling, child) or someone the disclosing individual has a close personal relationship with holds any of the above interests. Most policies define “family member” explicitly rather than leaving it to interpretation.
Gifts, travel, and hospitality — anything of material value received from a party doing business with the organization, above whatever de minimis threshold the policy sets.
A general/catch-all question — an open item asking whether any other situation exists that a reasonable person could view as a conflict, since a checklist alone will miss situations the drafters didn’t anticipate.
Certification and signature — a statement that the individual has read the conflict-of-interest policy, that the disclosures above are complete and accurate, and a dated signature. This is what converts the form from an information-gathering exercise into an enforceable record.
An update trigger — language requiring disclosure of any new conflict as soon as it arises, not just at the next annual cycle. IRS Form 990’s own governance question distinguishes between requiring an annual disclosure and actually monitoring/enforcing it on an ongoing basis — a form that’s only completed once a year satisfies the letter of the first without necessarily satisfying the second.

Sample structure

The outline below reflects the common shape of the forms described above (IRS Form 1023 Appendix A’s sample policy, BoardSource’s sample disclosure forms, and comparable institutional forms) as a general template pattern — not a reproduction of any single organization’s actual form, which you should adapt to your organization’s specific policy and legal counsel’s review before use.

Header — organization name, form title (“Annual Conflict of Interest Disclosure Statement”), the fiscal or disclosure year it covers.
Instructions — a short paragraph defining what counts as an interest to disclose and reiterating that disclosure does not automatically bar someone from serving; it triggers a review process.
Part 1 — Identifying information — name, role, date.
Part 2 — Disclosure questions — the financial interest, compensation, outside positions, family-relationship, and gifts/travel items listed above, each phrased as a yes/no question with a required explanation field if “yes.”
Part 3 — General disclosure — the catch-all question.
Part 4 — Certification — the acknowledgment-of-policy statement, signature, and date.
Part 5 (internal use) — a section completed by the board chair, compliance officer, or COI committee documenting how a disclosed conflict was reviewed and what management action, if any, was taken (recusal from the vote, recusal from the discussion entirely, or a determination that no material conflict exists).

Board member forms vs. employee forms

The core structure above is shared, but what the form actually needs to surface differs by role:

Board member disclosure forms focus on governance-level decisions: related-party transactions the board itself will vote on, other board or advisory-committee memberships (including at organizations the board might partner with, fund, or compete with), and any financial relationship with the organization beyond standard board compensation or reimbursement.
Employee disclosure forms focus on operational decisions: relationships with vendors or contractors the employee has influence over selecting, outside employment or consulting that could compete for the employee’s time or create a conflicting loyalty, and hiring or supervisory relationships involving family members.

Per BoardSource’s governance guidance, when a director discloses (or a conflict is identified through the review process), the standard practice is that the director notifies the board chair in writing and is excused from the room during deliberation and voting on the matter — not merely asked to abstain from the vote while remaining present for the discussion. Employee-level conflicts are more often managed through a documented mitigation plan (reassigning the decision to someone without the conflict, additional approval layers) rather than a formal recusal-from-a-vote process, since most employee conflicts don’t involve a board-style vote at all.

Timing: when to collect it, and how often

Two timing questions come up in nearly every form design:

Onboarding — new board members and employees in covered roles should complete the form before or at the start of service, not on the next annual cycle.
Annual refresh — the IRS Form 990 governance question specifically asks whether disclosure is required annually; annual redisclosure is the near-universal baseline even though (as noted above) the IRS does not mandate any particular frequency by law.
As-it-arises updates — a conflict that develops mid-year (a new outside directorship, a new vendor relationship) should trigger an update, not wait for the next annual form. Most policies state this explicitly as a standing obligation rather than relying on the annual form to catch it retroactively.

What happens after someone discloses

Disclosure is the first step of a process, not the end of one. A disclosed interest is typically reviewed by the board chair, a designated compliance officer, or (in larger organizations and research institutions) a standing conflict-of-interest committee, which determines whether the interest is material and, if so, how it will be managed — commonly through recusal from the specific decision, additional independent review or oversight of the decision, or, in rarer cases, a determination that the individual cannot participate in a broader area of the organization’s work. None of this is meant to be punitive: a disclosed and properly managed conflict is normal and expected in any organization with an active board or research portfolio. The failure mode governance frameworks are designed to catch is an undisclosed conflict discovered after the fact, which is treated far more seriously — up to and including removal from a board or, in the research-misconduct context, referral for institutional review (see CASRAI’s research misconduct definition for how undisclosed conflicts intersect with broader integrity findings).

How this differs from a journal-submission COI form

It’s worth being explicit about the distinction, since both processes use the same phrase and the same underlying concept: a search for “conflict of interest disclosure form” surfaces both an institutional-governance form (covered here) and a manuscript-submission form (covered separately). They differ in every practical respect:

Who completes it: governance forms are completed by board members and employees about their own outside interests relative to the organization; journal COI forms are completed by manuscript authors about interests relative to the specific study or paper being submitted.
Who reviews it: governance forms go to a board chair, compliance officer, or internal COI committee; journal forms go to an editor and, on publication, become a public statement attached to the article.
Consequence of non-disclosure: governance failures are addressed through internal management action (recusal, removal, in serious cases regulatory scrutiny of the tax-exempt entity); undisclosed COI in a published paper is addressed through correction, expression of concern, or retraction under COPE’s guidelines.

See Conflict of Interest Disclosure in Scholarly Publication for the publishing-specific version of this process in full.

Frequently asked questions

What is a conflict of interest disclosure form?

It’s the document an organization uses to collect outside financial interests, relationships, and positions from board members, officers, and employees, so the organization can identify and manage situations where personal interest could affect an institutional decision. It operationalizes a written conflict-of-interest policy into specific, answerable questions.

Is a conflict of interest disclosure form legally required?

For US tax-exempt organizations, adopting a conflict-of-interest policy and disclosure form is not legally mandatory to obtain or keep 501(c)(3) status, but IRS Form 990 (Part VI) specifically asks whether the organization has one and requires annual disclosure — and the IRS has indicated it weighs the answer as part of how it assesses an organization’s governance. Many state nonprofit statutes and individual funder or grant terms impose their own requirements on top of this.

Is there a standard conflict of interest disclosure form template or PDF?

There’s no single universal template. The most widely used starting point in the US is the sample conflict-of-interest policy in Appendix A of the IRS Form 1023 instructions, which includes an annual disclosure statement; BoardSource also publishes sample policies and disclosure forms nonprofits commonly adapt. Because the specific questions should reflect your organization’s actual risk areas (procurement, grants, related-party transactions), legal counsel typically customizes the base template rather than using it unmodified.

What’s the difference between a conflict of interest disclosure form for employees and one for board members?

Both cover the same categories of interest (financial, family, outside positions, gifts), but an employee form is scoped to the employee’s operational authority (who they can hire, which vendors they influence), while a board member form is scoped to governance-level decisions the full board votes on, including other board memberships that could create competing loyalties.

Do nonprofit board members have to disclose conflicts of interest every year?

Annual redisclosure is standard nonprofit governance practice and is specifically what IRS Form 990’s governance questions ask about, but it’s not the only trigger — a new conflict that arises during the year (a new outside directorship, a new business relationship) should be disclosed when it arises, not held until the next annual cycle.

What happens if someone doesn’t disclose a conflict of interest?

An undisclosed conflict discovered after the fact is treated more seriously than a disclosed one, precisely because the organization had no opportunity to manage it. Consequences range from internal governance action (removal from a board or committee) to, in research settings, referral into an institutional research-integrity review process.

What is a financial conflict of interest (FCOI) form?

It’s the disclosure PHS-funded (including NIH-funded) investigators complete under 42 CFR Part 50, Subpart F, reporting significant financial interests — generally over $5,000 in combined remuneration and equity from a single entity connected to the investigator’s institutional responsibilities — so the institution can determine whether a conflict exists and, if so, manage it before spending award funds. It is a distinct, more heavily regulated instrument than the general nonprofit-governance disclosure form covered earlier in this guide.

How much money triggers a financial conflict of interest disclosure?

Under 42 CFR 50.603, a significant financial interest in a publicly traded entity is triggered once combined remuneration (prior 12 months) and equity value exceed $5,000. For a non-publicly-traded entity, the threshold is $5,000 in remuneration, or any equity interest at all, regardless of value. Some interest types — certain reimbursed travel and income from a US government entity among them — are excluded from the definition; check the specific exclusions in 42 CFR 50.603 before assuming an interest doesn’t need disclosing.