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


Hi,

There is also the option of a General partnership (VOF) Same joint ventures are places in that kind of construction. It can be made up of different entities (say TDF and eco-system partners joining). The essence: a cooperation of people can get shape in different legal entities. It doesn't need to be a cooperation in legal terms. It can also be a Private limited company (BV) The shares can be distributed. Different types of shares can be introduced. Voting rights can be distributed. There is a possibility of share holder agreements (regarding to voting; which can be non-public). Share can be split in only voting rights or only dividends. You can introduce a STAK as a form of legal form of asset protection (https://intercompanysolutions.com/stak-structure-netherlands/)

Possibility's are rather endless (in nearly every law system, not only in the Netherlands). So not simply reading the general descriptions of different types of entities on the web. Building a (legal) structure is a kind of craftsmanship. There is no one size fits all solution you find on the web. Maybe so snippets, building blocks, but not holistic version. It's similar coding; you use different components, (Skia/Harfbuzz/ICU/Python etc) and build a program with it. So standard components becoming an unique product.  A consulting firm could might help out; some - like the big four -  do pro bono consultancy (I assume smaller ones do to). Or say take a look at https://probono-rechtsberatung.de.  They eco-system partners are commercial entity's so not sure how far consultancy firms are willing to do it pro bono. Need inquiry's if and how they can help out. Larger consultancy firms have probably more a world wide view and have experts in nearly every area; from licensing to fiscal or organizational stuff.  Which might be useful.

Regards,
Telesto


Op 26-8-2020 om 10:40 schreef sophi:

Hi,

Just for information, there is a European form of cooperative, see
https://en.wikipedia.org/wiki/Societas_cooperativa_Europaea

Cheers
Sophie
Le 25/08/2020 à 22:02, Telesto a écrit :
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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