[Osmf-talk] Moving the OSMF to the EU?

[Stéphane Chatty]

Hi all,

Belgium has a law dedicated to international associations: https://uia.org/belgianlaw. Might be worth considering, given the lobbying objective.

Cheers,

St.

> Le 19 juin 2021 à 23:24, Tomasz Ganicz <polimerek at gmail.com> a écrit :
> 
> Have you considered Estonia?
> 
> Estonia is probably the most easy-going country to register and maintain anything in EU. Is it possible to do all paper (or rather electronic) work on-line. No problem communicating in English. 
> No need to be Estonian citizen to establish Foundation or Association. No income tax for NGO's if they do not share profit with members but use for its statutory needs.  Very fast process of registration. See:
> 
> https://www.lawtrend.org/wp-content/uploads/2016/01/Rukovodstvo_eng_fin-web_estonia.pdf <https://www.lawtrend.org/wp-content/uploads/2016/01/Rukovodstvo_eng_fin-web_estonia.pdf>
> 
> Plus - there are a number of Estonian companies which helps to register NGO, just examples I googled:
> 
> https://estoniancompanyregistration.com/nonprofit-organisation-registration-in-estonia <https://estoniancompanyregistration.com/nonprofit-organisation-registration-in-estonia>
> 
> http://finbaltconsulting.eu/non-profit-organization-registration/ <http://finbaltconsulting.eu/non-profit-organization-registration/>
> sob., 19 cze 2021 o 19:34 Guillaume Rischard <guillaume.rischard at osmfoundation.org <mailto:guillaume.rischard at osmfoundation.org>> napisał(a):
> Hi all,
> 
> The OSMF board is considering relocating the OSMF to the EU. We haven’t taken our decision yet, and would like to first consult its membership for feedback, advice and whether we’ve missed anything.
> 
> There is not one reason for moving, but a multitude of paper cuts, most of which have been triggered or amplified by Brexit:
> 
> • One important reason is keeping sui generis database rights (https://www.gov.uk/guidance/sui-generis-database-rights-after-the- <https://www.gov.uk/guidance/sui-generis-database-rights-after-the->transition-period) in the EU. We still have other protections, but this is a solid one and has been useful in the past.
> • Banking, finance and using PayPal in the UK is becoming more and more complicated and expensive.
> • We might be able to get charity status, and make our donations tax-deductible. We paid about £6000 in tax in the last fiscal year, but this will increase geometrically as we raise money for iD and the senior reliability engineer job.
> • We would be allowed to keep our .EU domains ourselves
> • We could more effectively lobby the EU, EU governments and have more of an impact, especially in countries where there is no local chapter.
> • Managing membership could become easier
> • We could more easily employ people in the EU
> 
> The negative side is that it would mean a lot of work, and cost time and money.
> 
> Some points to consider when moving:
> 
> 	• Asset transfer, especially intellectual property
> 	• Will this have an effect on the contributor agreement? 
> 	• Porting the AoA to another legal system – adding maybe asset locks and takeover protection mechanisms.
> 	• Change membership? Does every member need to agree?
> 	• Would donations be tax-free EU wide?
> 	•  Move the whole foundation? A hybrid approach – keeping the “main” OSMF in the UK and having a sister OSMF in the EU – might reduce the effort or even work better.
> 
> We are not focusing on a certain country yet, but have instead made a list of criteria:
> 
> Requirements (Must)
> 
> 	• Retention of current license and contributor terms
> 	• Legal successor to OSMF corporation if/when the OSMF is dissolved
> 	• Formal non-profit status so we don’t pay income tax
> 	• No requirement for any director to be resident in country of incorporation (this excludes Ireland)
> 	• Relevant laws permit bank accounts to be held by resident non-profits with non-resident members and directors
> 	• Communication in English with banks and local authorities is possible (this probably excludes France)
> 	• Democratic control. One-person-one-vote
> 	• Ability to have “members”/directors from all (nearly all?) countries
> 	• EU sui generis database protection
> 
> Highly desirable (Should)
> 
> 	• Tax-deductible donations
> 	• Low cost of transferring assets from the UK
> 	• Minimal overhead and reporting requirements
> 	• Legal structure easy to understand for community members, donors, and the public
> 	• Ability to employ people
> 	• AoA can be written in English
> 	• Accounting can be done in English
> 	• Banking available in EUR, GBP and USD
> 	• Banking available fully in English
> 	• Low non-profit maintenance costs
> 	• Ability to take donations from 501c3 charities in the US
> 
> Desirable (Could)
> 
> 	• English-language legal system
> 	• Low incorporation cost
> 	• Corporate address can be maildrop for forwarding
> 
> What do you think? Is there anything we’ve missed? Have we missed easier ways of solving some of our issues?
> 
> Thanks,
> 
> Guillaume (treasurer) and the rest of the OSMF board
> 
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> 
> -- 
> Tomek "Polimerek" Ganicz
> http://pl.wikimedia.org/wiki/User:Polimerek <http://pl.wikimedia.org/wiki/User:Polimerek>
> http://www.ganicz.pl/poli/ <http://www.ganicz.pl/poli/>
> 
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