On Thu, Mar 8, 2012 at 5:30 AM, David Greaves <[email protected]> wrote:
> On 08/03/12 05:27, robert bauer wrote: > > > > > > On Wed, Mar 7, 2012 at 5:04 PM, David Greaves <[email protected] > > <mailto:[email protected]>> wrote: > > > > Recently we've been looking at what we can do to setup some kind of > "non profit" > > structure around Mer. > > > > I reported to the Mer Advisory Board on this last friday. > > > > In the UK there are numerous options : charities, trusts, companies > etc > > The most appropriate initial setup (minimising regulatory concerns) > is an > > Unincorporated Association. This is not a discrete legal entity and > cannot enter > > into contracts. > > > > It has no external constraints (such as regulatory, audits or an > accountant), > > can setup bank accounts and can transform later into a Charitable > Trust or the > > new Charitable Incorporated Organisation (CIO) or other legal entity. > > > > I can't comment on UK options (I've only looked at US), and my comments > can be > > disregarded anyway given my minimal contact with Mer, but it seems a bit > > risky to have money run through an account with no legality. Have you > thought > > about utilizing the services offered by SPI or something similar? If > so, what > > are the issues that led you away from such an option? > > Hmm, a Serial Peripheral Interface.... not sure how that helps? Ah ... > http://www.spi-inc.org/ ... I guess you can tell we're more into the > technical > side than the organisational/legal :) > > No, I hadn't heard of them - OK, yes, an organisation like that may be very > useful. I'll add it to the investigation list, thanks - that's exactly the > sort > of suggestion we need. Also, if anyone knows of a UK or european based > equivalent then please yell. > I do not know of a UK or EU equivalent, but as I heard it you can work with SPI in the US and have your servers and other infrastructure in the UK. > > Actually one thing that was mentioned in my report to the AB and I missed > on > this summary is that this "Unincorporated Association" is intended to be a > first > step and we had intended to establish a trust of some sort which will have > legal > trustees. > > 12:07:29 in > > http://mer.bfst.de/meetings/mer-meeting/2012/mer-meeting.2012-03-02-12.00.log.html > > What risks did you have in mind? Is it primarily trust (which is a > completely > valid concern and I don't mind discussing/mitigating) or are there other > risks > which I may have missed? > > On the other side of the risk coin, I am aware that I would be personally > liable > for any contracts I enter into on behalf of the Mer project - at this > point that > exposure seems fairly low and I plan to manage hosting contracts within a > budget > (ie something like I won't get another server unless we have 12 months > ongoing > funding either cleared or promised). > > Thoughts? > > David > I would look into the taxes if any. At least in the US, having money flowing into an account is presumptively taken as taxable income to the signatories on that account. I don't know how the unincorporated association works in UK. It would seem that there would be need to be some formality to prevent people from using it to avoid taxes. The other risk is IP liability. The amounts can be large and it is better to have the non-profit at risk than an individual. If the infringing code is being served from a server, and you are paying for the hosting of that server, you are probably at risk. Although the patent risk for enterprise *nix is low, the mobile stuff is still quite risky - http://www.infoworld.com/t/linux/linux-gets-bigger-shield-against-patent-attacks-188156 I'd also suggest looking at the recent Debian patent policy. In a non-profit, you can have confidential discussions without increasing risk. Rob
