Re: [board-discuss] Re: TDF-Business-Entity
Hi All, UK out of the question only because of Brexit? Yes, it has to taken into in account, but isn't a disqualification in advance A major contributor has been located there. And Brexit isn't the end of the world. Luxembourg being seen as a tax haven. Are we talking about a multi-national or a SME :-) Makes sense for Amazon with 42 billion turn over a year. Netherlands being a tax haven is also depending on the perspective. Don't think the Dutch SME's agree. And it's not a stable constant either; things tend to shift a lot. So people might still have impression of a tax having; will it not the case anymore. Or a country becoming a tax haven, but without public knowledge.. So I personally don't attribute much weight to it. People being able to do the paper work. And enough replacements to do they job is important. IMHO. Having connections with people in the area. And knowledge about local law (contracts/ fiscal) is also useful. Which from my perspective would mean around they current bastions of people (UK/DE). And even more specific in the region of the current bases. UK/DE are pretty big country's. FWIW: nothing against LU.. Every country has it own particularity's, but overall pretty the same if you ask me. Principles, idea's. A lawyers like comparing different systems a lot, which in the end mostly ends up with more similar structure (as it is seen as the best way of doing things) Even cross border mergers are possible (which to some extend illustrates how harmonic those actually are) If one country would be superior all the way, every enterprise would move/locate itself to single country. BTW, I assume all proposals use the same format? Ideally even the same headings/ topics. So everybody is doing investigating the same thing (asking the same questions). Don't like to see 3 country options, with total different approaches etc. Would probably feel like comparing apples with oranges. Best, Telesto Op 2-10-2020 om 13:42 schreef Paolo Vecchi: Thanks Michael for your kind support for my proposal and to introduce me to Lionel. Hi Lionel! Let's get in touch to check together my proposal. In regards to the previous proposal I'm still of the idea that it presents as number of issues which have been discussed at lenght but not resolved and that the UK isn't at present a place where I would open a new company that will need to trade with the EU and the rest of the world. Ciao Paolo On 02/10/2020 10:10, Michael Meeks wrote: Hi Andreas, On 30/09/2020 09:40, Andreas Mantke wrote: c) form sub-group to work out and publish business entity proposals URL: https://redmine.documentfoundation.org/issues/3294 Status: Criteria list (Lothar) Draft proposal for Luxemburg entity (Paolo), next meeting orga(Thorsten) ->> https://nextcloud.documentfoundation.org/s/NeBWm25cd2LHyoq ... it's not a really appropriate behavior of a German charity to create a business entity in a country, which is known as a legal tax shelter. I'm sure no-one would want us to search the world for a jurisdiction that is maximally burdensome to incorporate and r un in =) For my part Luxembourg has the major benefit that Paolo wants to be involved and help get something done. It is hard to over-state how important it is to have not only a concrete proposal but good people on the ground. Incidentally this is why I was -so- dismayed to see the UK option discarded on what I felt were poor grounds. Either way - another advantage of Luxembourg is that we are blessed with having Lionel (CC'd) based there - at a professional accountancy that (if we're really nice) may kindly offer us the benefit of their accounting experience & help with oversight. That combination of long term understanding of FLOSS, LibreOffice as well as local company / tax issues would be an incredible plus. Beyond that - having a concrete proposal from any other jurisdiction would be fine - but we should get moving. Andreas - if you want to get involved - I believe Florian is working on a German entity proposal as another option - hopefully we see that soon. Personally I think there may be merit in a UK option still - if Simon is interested in engaging. I think we've discussed a few tests (perhaps there are more) for an entity to sell things in the app-store: * protect TDF by some effective separation ie. a different entity. * have an corporate'y structure ie. no unexpected restriction on activity * provide for effective control by TDF * provide for operational isolation from the BoD + though I'm still hopeful we can de-stress the BoD relationships over time. * have low running costs, risks, and overheads * have local people willing to file forms / documents * have English Gov't interaction so all is transparent Perhaps something else ? One of the
[board-discuss] Re: TDF-Business-Entity
On Fri, Oct 02, 2020 at 09:10:53AM +0100, Michael Meeks wrote: > On 30/09/2020 09:40, Andreas Mantke wrote: >>> c) form sub-group to work out and publish business entity proposals >>> URL: https://redmine.documentfoundation.org/issues/3294 >>> Status: Criteria list (Lothar) Draft proposal for Luxemburg entity >>> (Paolo), next meeting orga(Thorsten) ->> >>> https://nextcloud.documentfoundation.org/s/NeBWm25cd2LHyoq I took a look at the above document. My general impression is that any CIC / SIS / ... like structure will have to be carefully considered to see whether the inherent limitations thereof are something that can be lived with, or whether they will lead to similar/same problems as with TDF money, which is what we try to avoid! The Luxembourg SIS has the clear advantage over (my understanding of) the previous UK CIC proposal that it would be clearly owned by TDF, the management has to present its report (at least once per year) to the shareholder (TDF), and the shareholder (TDF) approves... or not! of the management's past actions. Just like in any company. In a Luxembourg SIS, that report is not only on the general management of the company and its accounts, but also specifically on the "social purpose" of the SIS, and must measurably demonstrate whether the goals (which must be quantifiable) have been met, or not, and "how much" they have been met. Another approach, which was my first thought before reading the above linked document, is to make a straight commercial company, fully owned by TDF. This will clearly allow "any" commercial activity, while ensuring that any profits, if not tendered out, are ploughed back into the community by way of TDF. I'm a big believer in the "theory" of incentives. A taxable structure also comes with an incentive to spend the money (tender it out), since the tenders will count as expenses, and reduce the income tax owed. I'm not saying that is in itself a reason to choose a taxable structure. In all cases (CIC/SIS-like structure or straight commercial company), we have to delineate clearly the functioning of the company, and its governance. In order to allow the company to be focused, and so that it is not just an echo chamber of TDF processes, we could consider that, while economically fully owned by TDF, the governance is such that a group of "well-chosen" people (initially formally chosen/approved by the TDF as incorporator of the company; in practice can be chosen by the TDF BoD, by "the community at large" according to some process, ...) will be able to run the company (or choose the people that will). If we choose for that, there are company types that allow it. I understand that "the TDF BoD runs the company" is emphatically not a governance model we want for the company. So the question is: what governance model do we want? Once that question is answered, we can start to think technically to choose a structure type that will match that. Just to give me an impression of scale, what would be the order of magnitude of the expected cashflow (turnover) in the "expected average success" scenario? What would be the order of magnitude of the turnover in the "sky high, we never thought we would be so successful financially" scenario? -- Lionel -- To unsubscribe e-mail to: board-discuss+unsubscr...@documentfoundation.org Problems? https://www.libreoffice.org/get-help/mailing-lists/how-to-unsubscribe/ Posting guidelines + more: https://wiki.documentfoundation.org/Netiquette List archive: https://listarchives.documentfoundation.org/www/board-discuss/ Privacy Policy: https://www.documentfoundation.org/privacy
[board-discuss] Re: TDF-Business-Entity
On Fri, Oct 02, 2020 at 09:10:53AM +0100, Michael Meeks wrote:
> On 30/09/2020 09:40, Andreas Mantke wrote:
>>> c) form sub-group to work out and publish business entity proposals
>>> URL: https://redmine.documentfoundation.org/issues/3294
>>> Status: Criteria list (Lothar) Draft proposal for Luxemburg entity
>>> (Paolo), next meeting orga(Thorsten) ->>
>>> https://nextcloud.documentfoundation.org/s/NeBWm25cd2LHyoq
>> it's not a really appropriate behavior of a German charity to
>> create a business entity in a country, which is known as a legal
>> tax shelter.
> I'm sure no-one would want us to search the world for a
> jurisdiction that is maximally burdensome to incorporate and run in
> =)
I'm aware that (some) German (and French, and Belgian) politicians
like to deflect from domestic problems by blaming Luxembourg, and that
they have some success doing that, but that doesn't make their dreams
true.
They like to announce big sweeping "we will investigate this-and-this
behaviour by Luxembourg"... the press echoes the big announcement, but
when the investigation silently peters out, nobody reads about it.
Recent examples include the Belgian "investigation" of Luxembourg tax
rulings (the Belgian tax office probably "reminded" the minister that
they issue far more...). Some press, e.g.
https://www.icij.org/investigations/luxembourg-leaks/luxembourg-falls-further-behind-eu-aml-rules-as-companies-fail-to-disclose-ownership/
like to announce when Luxembourg faces delays in the nitty gritty
implementation of a particular transparency measure required by EU
legislation, but is mum when France flat out refuses to implement it
fully (with some help of its top courts, which seem to think it is not
obviously wentirely compatible with fundamental human rights), or
Poland has (at the time of the article) not even begun a draft law to
implement it (Poland has since have not only drafted that law, but
passed it).
>From the times of Francis Bacon and before, "calomniez, calomniez, il
en restera toujours quelque chose" (I wish I knew the English
original, not only the canonical French translation) has been a
principle of statehood.
Bullying small Luxembourg is obviously easier, and safer, than even
small but somewhat bigger neighbours, like the Netherlands (ever heard
about the "Dutch Sandwich"?), Belgium ("tax shelter" for many French
or Dutch "rich people"... no taxation of "capital income", as long as
it is not a professional activity) or France (where whole city/town
districts are tax-exempt... how's that for a "tax shelter"?), or small
jurisdictions under the protection of e.g. the United Kingdom.
If you want to take the discussion on the moral level, you have to
decide whether it is "proper" for "a German charity" to join in this
bullying, or whether it should stand as a beam of light and virtue in
refusing to do so.
If you want to have the discussion on factual bases of where and how
it would work best, like Michael seems to try to do, then we can
forget about this whole subdiscussion.
--
Lionel
--
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Re: [board-discuss] Re: TDF-Business-Entity
On Fri, Oct 02, 2020 at 01:42:14PM +0200, Paolo Vecchi wrote: > Hi Lionel! Let's get in touch to check together my proposal. Sure. My office is rue Aldringen, right next to the Royal-Hamilius buildings. Are you in the area? -- Lionel -- To unsubscribe e-mail to: board-discuss+unsubscr...@documentfoundation.org Problems? https://www.libreoffice.org/get-help/mailing-lists/how-to-unsubscribe/ Posting guidelines + more: https://wiki.documentfoundation.org/Netiquette List archive: https://listarchives.documentfoundation.org/www/board-discuss/ Privacy Policy: https://www.documentfoundation.org/privacy
Re: [board-discuss] Re: TDF-Business-Entity
Thanks Michael for your kind support for my proposal and to introduce me to Lionel. Hi Lionel! Let's get in touch to check together my proposal. In regards to the previous proposal I'm still of the idea that it presents as number of issues which have been discussed at lenght but not resolved and that the UK isn't at present a place where I would open a new company that will need to trade with the EU and the rest of the world. Ciao Paolo On 02/10/2020 10:10, Michael Meeks wrote: > Hi Andreas, > > On 30/09/2020 09:40, Andreas Mantke wrote: >>> c) form sub-group to work out and publish business entity proposals >>> URL: https://redmine.documentfoundation.org/issues/3294 >>> Status: Criteria list (Lothar) Draft proposal for Luxemburg entity >>> (Paolo), next meeting orga(Thorsten) ->> >>> https://nextcloud.documentfoundation.org/s/NeBWm25cd2LHyoq > ... >> it's not a really appropriate behavior of a German charity to create a >> business entity in a country, which is known as a legal tax shelter. > I'm sure no-one would want us to search the world for a jurisdiction > that is maximally burdensome to incorporate and run in =) > > For my part Luxembourg has the major benefit that Paolo wants to be > involved and help get something done. It is hard to over-state how > important it is to have not only a concrete proposal but good people on > the ground. Incidentally this is why I was -so- dismayed to see the UK > option discarded on what I felt were poor grounds. > > Either way - another advantage of Luxembourg is that we are blessed > with having Lionel (CC'd) based there - at a professional accountancy > that (if we're really nice) may kindly offer us the benefit of their > accounting experience & help with oversight. That combination of long > term understanding of FLOSS, LibreOffice as well as local company / tax > issues would be an incredible plus. > > Beyond that - having a concrete proposal from any other jurisdiction > would be fine - but we should get moving. > > Andreas - if you want to get involved - I believe Florian is working on > a German entity proposal as another option - hopefully we see that soon. > Personally I think there may be merit in a UK option still - if Simon is > interested in engaging. > > I think we've discussed a few tests (perhaps there are more) for an > entity to sell things in the app-store: > > * protect TDF by some effective separation ie. a > different entity. > * have an corporate'y structure ie. no > unexpected restriction on activity > * provide for effective control by TDF > * provide for operational isolation from the BoD > + though I'm still hopeful we can de-stress > the BoD relationships over time. > * have low running costs, risks, and overheads > * have local people willing to file forms / documents > * have English Gov't interaction so all is transparent > > Perhaps something else ? > > One of the wider problems we have I think is a lack of decisiveness. > Also some sort of steady stream of people arriving late to a discussion > and re-starting it =) perhaps that is inevitable as discussions ripple > outwards through the community as they get more concrete. > > From a process perspective I think we'd want to get a deadline for > short, summary proposals - perhaps under some agreed grid / headings > (cf. above) - that we can present to the membership as a simple poll (we > have a great ranked / voting method to handle this sort of thing). > > With the membership's views in hand, the board could perhaps vote to > give confidence to the teams involved to get on with final preparation > and the actual formation. > > Again - it would be lovely to help out by build a constructive, > detailed alternative proposal if you can Andreas, and I imagine that > would be welcome. > > My 2 cents, > > Michael. > -- Paolo Vecchi - Deputy Member of the Board of Directors The Document Foundation, Kurfürstendamm 188, 10707 Berlin, DE Gemeinnützige rechtsfähige Stiftung des bürgerlichen Rechts Legal details: https://www.documentfoundation.org/imprint signature.asc Description: OpenPGP digital signature
Re: [board-discuss] Re: TDF-Business-Entity
Hi Michael, On Fri, Oct 2, 2020 at 9:11 AM Michael Meeks wrote: > > Personally I think there may be merit in a UK option still - if Simon is > interested in engaging. > I'd be happy to be involved in such an entity, sure. The problem last time was that, having taken all the steps necessary to get started with a project that would have actually occupied my working time to the exclusion of other income, the project was placed on indefinite hold at the last moment, and in a way that showed no respect. Simon
[board-discuss] Re: TDF-Business-Entity
Hi Andreas, On 30/09/2020 09:40, Andreas Mantke wrote: >> c) form sub-group to work out and publish business entity proposals >> URL: https://redmine.documentfoundation.org/issues/3294 >> Status: Criteria list (Lothar) Draft proposal for Luxemburg entity >> (Paolo), next meeting orga(Thorsten) ->> >> https://nextcloud.documentfoundation.org/s/NeBWm25cd2LHyoq ... > it's not a really appropriate behavior of a German charity to create a > business entity in a country, which is known as a legal tax shelter. I'm sure no-one would want us to search the world for a jurisdiction that is maximally burdensome to incorporate and run in =) For my part Luxembourg has the major benefit that Paolo wants to be involved and help get something done. It is hard to over-state how important it is to have not only a concrete proposal but good people on the ground. Incidentally this is why I was -so- dismayed to see the UK option discarded on what I felt were poor grounds. Either way - another advantage of Luxembourg is that we are blessed with having Lionel (CC'd) based there - at a professional accountancy that (if we're really nice) may kindly offer us the benefit of their accounting experience & help with oversight. That combination of long term understanding of FLOSS, LibreOffice as well as local company / tax issues would be an incredible plus. Beyond that - having a concrete proposal from any other jurisdiction would be fine - but we should get moving. Andreas - if you want to get involved - I believe Florian is working on a German entity proposal as another option - hopefully we see that soon. Personally I think there may be merit in a UK option still - if Simon is interested in engaging. I think we've discussed a few tests (perhaps there are more) for an entity to sell things in the app-store: * protect TDF by some effective separation ie. a different entity. * have an corporate'y structure ie. no unexpected restriction on activity * provide for effective control by TDF * provide for operational isolation from the BoD + though I'm still hopeful we can de-stress the BoD relationships over time. * have low running costs, risks, and overheads * have local people willing to file forms / documents * have English Gov't interaction so all is transparent Perhaps something else ? One of the wider problems we have I think is a lack of decisiveness. Also some sort of steady stream of people arriving late to a discussion and re-starting it =) perhaps that is inevitable as discussions ripple outwards through the community as they get more concrete. From a process perspective I think we'd want to get a deadline for short, summary proposals - perhaps under some agreed grid / headings (cf. above) - that we can present to the membership as a simple poll (we have a great ranked / voting method to handle this sort of thing). With the membership's views in hand, the board could perhaps vote to give confidence to the teams involved to get on with final preparation and the actual formation. Again - it would be lovely to help out by build a constructive, detailed alternative proposal if you can Andreas, and I imagine that would be welcome. My 2 cents, Michael. -- michael.me...@collabora.com <><, GM Collabora Productivity Hangout: mejme...@gmail.com, Skype: mmeeks (M) +44 7795 666 147 - timezone usually UK / Europe -- To unsubscribe e-mail to: board-discuss+unsubscr...@documentfoundation.org Problems? https://www.libreoffice.org/get-help/mailing-lists/how-to-unsubscribe/ Posting guidelines + more: https://wiki.documentfoundation.org/Netiquette List archive: https://listarchives.documentfoundation.org/www/board-discuss/ Privacy Policy: https://www.documentfoundation.org/privacy
