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Re: [board-discuss] Agenda for TDF board meeting on Friday, August 14th at 1300 Berlin time (UTC+2)


Hi,

Thanks for the quite response and acknowledging of the issues with the Canadian route. Next step is to list advantages/disadvantages for a number of country's;  from my perspective European country's. There are quite some country's allowing a Genossenschaft kind of structure or even a Verein (DE) (Club/association). Some examples for the Netherlands are ANWB (Verein with members (DE)) combined with commercial BV (GmbH (DE)). They Rabobank has a cooperation structure, but nowadays more a light (more symbolic) version). ForFarmers (a feed company). Originally established by group of farmers as a kind of purchasing organization for cattle feed in a Cooperative structure. Grown to large company, and made the move to the stock market. Partly because of farmers not being able to sell there shares (or bonds or whatever they created for that) in the cooperation easily and fuzz about the market value (as there was no exact figure; and account who 'calculated' a price). Not sure if they farmers are happy now, with a new group of interests (investors) who like to see returns on investment. Not only a good price/ quality cattle feed. However there are remains, see: https://www.forfarmersgroup.eu/en/bestanden/ForFarmers_Group/PDF/Overig/30160-1/Relationship_Agreement_between_ForFarmers_NV_and_Cooperatie_FromFarmers_UA_EN.pdf

Anyhow, I personally would opt/ start with country's in the region where the main eco-system partners are situated. So United Kingdom or Germany. As this easiest way. I only opt for a different country if there is some substantial (legal/fiscal/practical) benefit. Outweighing all the trouble (and additional costs). However, they Brexit doesn't make things easier. As it makes things bit unpredictable, IMHO.  So next best would maybe be Ireland. They advantage base in Ireland/ United Kingdom would be the language. Not a big fan of translations of official documents (not clue about European SE). However, I personally prefer civil law above common law, as it's rather easy to look up the law (if you're able to read the language in question). If you want geographical in the middle of they big eco-system partners you end up in the Netherlands. Germany rather procedural so maybe slower? Or simply a stigma. One of the advantages the Netherlands is claimed to be the numerous tax rules. However probably every country is promoting some advantage. And next question is of course if those advantages being actually relevant (or kind of gimmick). Based on my (heavily biased, unfounded) gut feeling I end up with Germany, Netherlands, United Kingdom, Luxembourg, Austria, Belgium, Denmark (or maybe Poland or Czech Republic). [Read you're own preferred order]

The Board members could share their experiences with ups/downs of operating in they different country's. United Kingdom, Germany, Netherlands are all represented on the board. Say the costs of running a business (Laws/taxes/administration requirements; local costs of accountants/ lawyers/ permits). Germany still cheaper in quite some area's compared to the Netherlands (at least on goods/grocery's/homes). Britain in general rather expensive, based on my experiences. I would assume this is valid for the whole living standard.

I would consider to euro to be slightly more stable compared to to say Britain (especially after Brexit and Covid-19). However there might be a repeat of they EU-crisis of 2008 regarding to South Europe (as they depend on tourism and already having deficits). So maybe is Brexit only the start of an exodus. So the advantages of Europe as a whole might dwindle. So choice should ideally be acceptable even in worst case scenario's.

Simply some pointers. Not sure if Kevin has some insights or experiences.

Regards,
Telesto




Op 25-8-2020 om 17:54 schreef Kev M:

Hi,
Regarding setting up in Canada:
Reading through this article will tell you everything you need to know regarding entities, tax, and liability implications: https://uk.practicallaw.thomsonreuters.com/9-564-0499?transitionType=Default&contextData=(sc.Default)&firstPage=true I think Telesto raises some strong points against setting up in Canada; The ones that resonated with me were related to the geographic separation of board directors and the ability and familiarity with Canadian law. Unless you have a Canadian board member or TDF or TDC employee domiciled in Canada, it will be difficult to go through bureaucratic processes in the country. There are also nuances to Canadian law and culture that may seem a bit confusing or backwards compared to say, the Netherlands or another European country. Consider this example; in the Netherlands, a Digital ID system is in place that allows for board members to sign documents electronically from anywhere in the world, which significantly speeds up the process of making decisions and getting government approval on forms, changes, etc. In Canada, we are still debating how a national Digital ID system will be implemented (it's at least 2-3 years out). Currently in many provinces they still require you to fax or mail-in documentation. I tried to email a scanned PDF once and my provincial business registrar refused to accept it. The TDF would have to weigh bureaucratic inefficiencies and the time to resolve them with the overall tax savings (which, I do not know what the tax comparison between Canada and an EU tax-haven like Luxembourg would be.) Geopolitically I also see LibreOffice as being a European-based project; and as such with the unfortunate impending balkanization of technology to geographic spheres, European government support of LibreOffice may increase if any perceived corporation headquarters (despite it being owned by the TDF -- because headquarters seems to be the only metric policymakers care about anymore) is domiciled in the EU rather than Canada. Canada is also heavily lobbied by Microsoft for government contracts and if there are future inroads being made by LibreOffice into Microsoft's cash cow product, I wouldn't be surprised to see speedbumps from the Canadian bureaucrats impeding TDC initiatives. I personally believe positioning LibreOffice as a made-in-Europe solution could lead to government grants and more support contracts, but this would require the TDF/TDC/Enterprise Stakeholders to commission a government relations firm to advocate on LibreOffice's behalf, or to engage in a grassroots campaign with LibreOffice users to raise awareness with local politicians (a tall order for something most people don't think about regularly). If you did want to proceed with setting something up in Canada then following the rules in the link above will cover your bases, but I would still recommend speaking to a Canadian lawyer who specializes in taxes and incorporation. I do know of a few that I can introduce the board to if they want to seriously consider this route. IMO it wouldn't be worth it - though I don't have complete information on the financial benefits of doing so vs. using a European country.

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