Hi Mario, Thanks for those insights. I agree that having representation in both the US and the EU could have real benefits. I can see the strategic value in being present in both places.
My hesitation is mostly pragmatic. My expectation is that having one domicile is a lot simpler than maintaining a structure in two jurisdictions. We have been talking about structural changes like this for several years now, but nothing has really happened yet. To me, that suggests that the available bandwidth to actually execute something like this is limited. Because of that, I worry that aiming for representation in both places might increase the complexity for the XSF. I suspect that this is not only an issue at the start, but also a long-time burden. Even if the setup works, we would still need to deal with: governance, compliance, administration, etc, etc in two legal systems. I am not sure we have the capacity to maintain that - and if we do, I wonder if that is the best utilization of the limited resources that we have available to us. So while I agree that dual representation has advantages, I wonder if those benefits outweigh the extra complexity and the risk that we end up not implementing either option well. From that perspective, focusing on a single move might simply be the more realistic way to actually get something done. Of course I am happy to be convinced otherwise, especially if there is a clear and practical path to making a dual structure work. Kind regards, Guus On Sun, Mar 8, 2026 at 6:32 PM Mario Sabatino via Members <[email protected]> wrote: > domenica 8 marzo 2026 16:26, Peter Saint-Andre <[email protected]> ha > scritto: > > > On 3/8/26 8:57 AM, Mario Sabatino via Members wrote: > > > > > My burdens are not especially heavy. My concern is that if I die or > > become incapacitated there is no one else in the U.S. to ensure the > > continuity of the XSF with regard to banking, maintenance of our legal > > status, etc. > > I am not an expert in US non-profit law, but I did some research and think > we need to to clearly distinguish between two functions that are different > in nature: on the one hand, the registered agent, and on the other, the > executive director. > > The registered agent (Peter if I am not wrong is the registered agent of > XSF and also the treasurer) is a figure required by the legislation of > individual US states. Their function is essentially formal: they maintain > an address in the state of incorporation of the foundation and receive > official notifications and any legal documents on behalf of the entity. > However, they do not perform any management tasks nor do they have any > powers of representation or signature for the foundation. For this reason, > many companies offering registered agent services expressly limit their > role to receiving legal communications. > > Once Peter is no longer actively involved (may God keep him healthy and > alive for another 100 years!), from an organisational point of view, the > most efficient solution would be to appoint a registered agent in the state > of incorporation to ensure the formal continuity of the entity. > > Only the registered agent needs to be resident in the United States. In > fact, if I am not mistaken, the executive director of XFS in charge is not > a U.S. resident. Nor does the treasurer have to be a resident of the United > States. > > I think it is absolutely necessary to seek advice from a US lawyer who is > an expert in non-profit law. > > Mario
