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

Mon Jun 21 13:59:54 UTC 2021

May be just create the top foundation organization in Luxembourg (for legal
and tax registration), you may still keep a local official branch
(subsidiary) of the Foundation in UK, without moving people (officially
they could be employed either in UK, or in the EU/Luxembourg, which
ever best fits and limits the fiscal and social costs).
So the Foundation would not be dissolved but split in two parts, only the
head moving out of UK. The official top structure would be very limited
(including in terms of activity): just the few people required by law for
its registration, but without necessarily a constant residence: a president
(important for working with the board of directors and representing the
foundation, even if it does not decide all by itself), a treasurer (may be
an employee, but could work with a local contractant, notably for auditing
and certifying the accountability), a secretary (should be part of the
board of directors, and elected by the board).
The board could continue to meet in UK in the existing offices, employees
of contractants would be employed in the lower UK structure, or in the new
office in the EU.
Assets would be transfered to the EU (probably as well some web domains and
the top domain for legal reasons). The new structure on EU would remain
bound to EU law protection (including the adhoc database rights, and the
RGPD for protection of privacy that lot of OSMers want to preserve).
I think that Luxembourg allows very easy installation of organizations of
all types, without the residence restrictions of Ireland.
For fiscal reasons or to protect money donated and keeping the tax
exemption status for donators, UK will become very unfriendly (and it is
very risky now). And there are gowing financial risks if you can only keep
all the donations by converting them all to the British Pound: you probably
need a diversity of currencies and possibility to transfers from separate
accounts owned by the same organization and in the same financial
institution or bank, with ease of access to brokers with low costs of
operations (and low fiscal fees): Luxembourg seems OK for that (and it has
lot of people working there in many European languages, and has lot of
skilled people and companies offering good legal services).
The only problem is with international transport with not a lot of direct
links (but these links still exist daily): the alternatives locations are
with airports in Bruxelles (good links as well with TGV trains from London,
Paris), or Frankfurt, or Bâle-Mulhouse (France/Switzertland, also linked
from Germany; here also there are lot of people and companies working in
English) or in Geneve.

A location in Genève (in one of the French suburbs, just like the CERN:
Ferney-Voltaire, nearest from the international airport, Prévessin-Moëns,
Saint-Genis-Pouillis, but there are cheaper areas and lovely villages along
the western and known cities in southern borders of the Swiss canton, with
good links to the Alpine stations: Saint-Julien-en-Genevois, Annemasse) is
also a good possibility (and there's excellent Internet links there with
very large colocation areas). Internet costs for employees that would live
in France are also among the cheapest of the world (they are cheaper than
on the Swiss side in the same area, as well the residential coasts: even
Swiss people with lowest incomes find their home in France, while
travelling or commuting without problem and visiting their family in
Switzerland, and their Swiss right of vote; they can also vote in France
for local elections as legal residents, and can keep their incomes being
paid and kept in Switzerland, and can easily convert them in Euros when
they want in any one of the many European banks present in this area). This
is a very lovely places, with many technical advantages, and lot of
cultural possibilities (language is not a problem: French, German, Italian,
and English are already largely present and available in lots of services,
including attorneys if you want to defend a legal case). This area could as
well be used with some additional branch office registered in Switzerland
and owned by the Foundation in the EU. Lots of international banks are
present there, and you can easily manage accounts located in various
European countries and currencies (including keeping bank accounts in UK,
and Ireland; the l:ocation in UK is also at risk because of the possible
split of Scotland to join back again to the EU).

If you want to save on financial or fiscal coasts for your banks, you may
want to consider accounts located in Jersey (you can manage them easily
from UK, you don't need a permanent residence there, and as well English
and French are official: it's also a lovely place for tourists with ferries
links from UK and France: Southampton/Portsmouth/Wight, Guernsey,
Saint-Malo , Granville, Cherbourg; there's even a small airport for links
through the English Channel/La Manche: you won't go there often for your
board meetings, just for some administrative tasks that can be made by your
employees or contractors and you don't need large internet capacities
there).

Le dim. 20 juin 2021 à 11:28, Stéphane Chatty <
stephane.openstreetmap at chatty.fr> a écrit :

> 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
>
> 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
>
> http://finbaltconsulting.eu/non-profit-organization-registration/
>
> sob., 19 cze 2021 o 19:34 Guillaume Rischard <
> 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-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
>>
>> _______________________________________________
>> osmf-talk mailing list
>> osmf-talk at openstreetmap.org
>> https://lists.openstreetmap.org/listinfo/osmf-talk
>>
>
>
> --
> Tomek "Polimerek" Ganicz
> http://pl.wikimedia.org/wiki/User:Polimerek
> http://www.ganicz.pl/poli/
>
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