Collecting proposals on TDF subsidiary

Hello,

as discussed during the last board calls, the board is currently collecting proposals on a TDF subsidiary. For that, we've created a folder "TDF Subsidiary" in the Nextcloud "TDF Members" share, where the various ideas will be collected.

The folder is also publicly available at

  https://nextcloud.documentfoundation.org/s/NeBWm25cd2LHyoq

Please do consider all content as a draft, work-in-progress state that is subject to discussion and changes. Note that the documents do not represent any official board opinion, statement or vote, but are drafted by individual members or groups.

The first proposal added so far is the one by Paolo Vecchi on a Luxemburg entity.

The board is eager to get the discussion started, preferably on the public board-discuss mailing list.

Florian

Hello Florian,

perhaps I’ve forgotten something during that long going discussion, but I miss some basic informations:

  1. Why it isn’t possible for TDF to fulfill the activities, the TDF subsidiary should fulfill? In German law there’s the possibility for a foundation to have a “Wirtschaftlichen Geschäftsbetrieb” or - as a better solution - a “Zweckbetreib”.

  2. What are the necessary conditions a TDF subsidiary has to fulfill? Without those criterias it would be difficult to make a helpful proposal. Paola has some requirements in his proposal. Is this consensus in the board? Which criteria are necessary, and which criteria are additional ones?

Perhaps it is possible to add some basic informations to the folder.

Kind regards

Dieter

-------- Weitergeleitete Nachricht --------
Betreff: Collecting proposals on TDF subsidiary
Datum: Wed, 26 Aug 2020 02:30:31 -0700 (MST)
Von: Florian Effenberger [via Document Foundation Mail Archive] ml+s969070n4286132h93@n3.nabble.com
An: dieterp dgp-mail@gmx.de

Hello,

as discussed during the last board calls, the board is currently
collecting proposals on a TDF subsidiary. For that, we’ve created a
folder “TDF Subsidiary” in the Nextcloud “TDF Members” share, where the
various ideas will be collected.

The folder is also publicly available at

https://nextcloud.documentfoundation.org/s/NeBWm25cd2LHyoq

Please do consider all content as a draft, work-in-progress state that
is subject to discussion and changes. Note that the documents do not
represent any official board opinion, statement or vote, but are drafted
by individual members or groups.

The first proposal added so far is the one by Paolo Vecchi on a
Luxemburg entity.

The board is eager to get the discussion started, preferably on the
public board-discuss mailing list.

Florian


Florian Effenberger, Executive Director (Geschäftsführer)
Tel: +49 30 5557992-50 | Mail: [hidden email]
The Document Foundation, Kurfürstendamm 188, 10707 Berlin, DE
Gemeinnützige rechtsfähige Stiftung des bürgerlichen Rechts
Legal details: https://www.documentfoundation.org/imprint


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I’m agreeing with Dieter that description of the current situation versus desired situation is lacking. What the needs and desires are.
Also there is mention of of a few constant objections and issues coming up around a third party option, without mentioning those objections and issues.

Luxembourg would be pretty good choice geographically, linguistically (spoken). However numerous sites are French only; and those sites point in circles. So the (internet) accessibility is rather hard. Germany/ Netherlands are doing a somewhat better job in that area, based on quick assessment of some sites: Like chamber of commerce; tax authorities; courts.

Quote:“It seems a good compromise which could fix a lot of issues, bring additional benefits and still allow the TDF to operate with the same level of freedom as a business but at the same time clearing the doubts about due oversight and brand awareness”
I love clear, explicit communication. What are the comprises made (how, to which extend). Which issues are fixed. Additional benefits, which ones. Kind of opportunity’s/ threats/ strengths/weaknesses of the different domiciles

Anyhow, if we are moving to Luxembourg, is there leave the zits of TDF in Germany. Or should it be considered to move TDF to Luxembourg to. Not knowing anything about the history of TDF and reasoning behind it at the time to opt for Germany.

For the record: TDF Services SIS Proposal pretty OK; for comparison matters, make a list of few other country’s. To have options and a way to compare. Quite a number of the listed SIS benefits don’t seem to be unique. Probably also found in other country’s (like Germany or Netherlands). Maybe not always in the same context. For the Netherlands you might end up with an association: https://business.gov.nl/starting-your-business/choosing-a-business-structure/association/. It’s possible to run a business within the association; so only taxed for the commercial part. And there actual members (being requirement), instead of they MC committee being build into the statutes of the Stiftung. There can be difference in voting rights and so on. I assume this being possible in Germany too.

Regards,
Telesto

Op 26-8-2020 om 13:51 schreef dgp-mail@gmx.de:

Hello Florian,

perhaps I’ve forgotten something during that long going discussion, but I miss some basic informations:

  1. Why it isn’t possible for TDF to fulfill the activities, the TDF subsidiary should fulfill? In German law there’s the possibility for a foundation to have a “Wirtschaftlichen Geschäftsbetrieb” or - as a better solution - a “Zweckbetreib”.

  2. What are the necessary conditions a TDF subsidiary has to fulfill? Without those criterias it would be difficult to make a helpful proposal. Paola has some requirements in his proposal. Is this consensus in the board? Which criteria are necessary, and which criteria are additional ones?

Perhaps it is possible to add some basic informations to the folder.

Kind regards

Dieter

-------- Weitergeleitete Nachricht --------
Betreff: Collecting proposals on TDF subsidiary
Datum: Wed, 26 Aug 2020 02:30:31 -0700 (MST)
Von: Florian Effenberger [via Document Foundation Mail Archive] ml+s969070n4286132h93@n3.nabble.com
An: dieterp dgp-mail@gmx.de

Hello,

as discussed during the last board calls, the board is currently
collecting proposals on a TDF subsidiary. For that, we’ve created a
folder “TDF Subsidiary” in the Nextcloud “TDF Members” share, where the
various ideas will be collected.

The folder is also publicly available at

https://nextcloud.documentfoundation.org/s/NeBWm25cd2LHyoq

Please do consider all content as a draft, work-in-progress state that
is subject to discussion and changes. Note that the documents do not
represent any official board opinion, statement or vote, but are drafted
by individual members or groups.

The first proposal added so far is the one by Paolo Vecchi on a
Luxemburg entity.

The board is eager to get the discussion started, preferably on the
public board-discuss mailing list.

Florian


Florian Effenberger, Executive Director (Geschäftsführer)
Tel: +49 30 5557992-50 | Mail: [hidden email]
The Document Foundation, Kurfürstendamm 188, 10707 Berlin, DE
Gemeinnützige rechtsfähige Stiftung des bürgerlichen Rechts
Legal details: https://www.documentfoundation.org/imprint


To unsubscribe e-mail to: [hidden email]
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


If you reply to this email, your message will be added to the discussion below:
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Hello Dieter,

thanks a lot for your interest in and feedback on the topic!

1. Why it isn't possible for TDF to fulfill the activities, the TDF subsidiary should fulfill? In German law there's the possibility for a foundation to have a "Wirtschaftlichen Geschäftsbetrieb" or - as a better solution - a "Zweckbetreib".

indeed, a nonprofit in Germany can have several parts. One is the nonprofit part, the tax-exempt "Idealbetrieb". This is where we get donations and fulfill our nonprofit mission, it is by far the largest part of TDF in terms of income and spendings.

Then there is something best described as a tax-reduced, limited business part directly related to fulfilling the mission, with some constraints, which is called "Zweckbetrieb". TDF currently doesn't have any activities there. Other entities with an educational mission e.g. collect (educational) conference attendance fees via this part. Another sample, if I remember correctly, is fees for retirement homes run by a nonprofit, although I am not 100% sure of that.

The third part is a regular and taxable business entity, the "Wirtschaftsbetrieb". TDF already has such a part, this is e.g. where we handle conference sponsorships, t-shirt sales commissions or advisory board fees.

For details on the financial breakdown between the various parts, you can find our ledgers at https://wiki.documentfoundation.org/TDF/Ledgers

The tax regulations of all these entities are different, as money is taxed differently. The key rules of the statutes are always applicable, as all these entities are inside TDF. TDF itself is bound by the donor's will expressed e.g. in the statutes and the next-decade manifesto these are based on.

There are further conditions on the various entities, e.g. cross-funding is not allowed.

The choice of entity and which route to take is something the board is currently discussing, but I hope the above sheds some light and gives an overview.

Florian

Hi Paolo,
Hi Florian,

Thanks Florian for the new proposal.

Personally I do like the idea of having a Lux-based company.

I still have some questions about the "TDF Services SIS Proposal Draft"

1) "TDF’s fully owned Social Impact company (Société d’Impact Sociétal)"
--> Does that mean that the TDF is also fully responsible? Then I have
to ask what is different to the general idea that the TDF can do it on
its own without having another layer? How does this work with Germans
law of a foundation?

2) "TDF may also decide to buy services from TDF Services, once its
fully operational, and use it as itsown service provider to streamline
and make more efficient the running of shared operations."
Does this mean that the TDF won't open any new code-tenders but simply
hand the tasks over?

3) I'm still missing (hence might not be worked on in this published
proposal) what happens if something goes wrong? How can the TDF take
down SIS and take over and regain the App Store rights and existing App
Store users?

4) and of course, what Stephan Ficht asked. :wink:

Best regards,

Dennis Roczek

Hi Dennis,

see below but keep in mind that the this is a draft proposal so it may
require some fine tuning and further verifications.

Hi Paolo,
Hi Florian,

Thanks Florian for the new proposal.

Personally I do like the idea of having a Lux-based company.

I still have some questions about the "TDF Services SIS Proposal Draft"

1) "TDF’s fully owned Social Impact company (Société d’Impact Sociétal)"
--> Does that mean that the TDF is also fully responsible? Then I have
to ask what is different to the general idea that the TDF can do it on
its own without having another layer? How does this work with Germans
law of a foundation?

The SIS is a special type of Sarl (Ltd) so the liability is limited to
the company capital so, unless TDF as the only/majority shareholder and
the company directors do something illegal, there is no liability for TDF.

The need to have another layer is due to the way contracts for App
Stores have been written and could be changed by those corporations in
future. Having a dedicated entity helps in separating the commercial
aspects of dealing with App Stores and the main focus of the foundation.

During the due diligence process executed to assess the validity of this
option it seems like TDF can be the only/majority shareholder of this
type of external entity.

2) "TDF may also decide to buy services from TDF Services, once its
fully operational, and use it as itsown service provider to streamline
and make more efficient the running of shared operations."
Does this mean that the TDF won't open any new code-tenders but simply
hand the tasks over?

My idea is to do things one step at the time starting with the App
Stores and then, depending on the level of success and income generated,
use the new entity also to deal with some of the development.

I personally wouldn't mind, if consensus and funds are available, to
employ some developers to deal with code streamlining and simplification
to make it easier for new contributors to participate and to deal with
the tenders that TDF is unable to issue.

3) I'm still missing (hence might not be worked on in this published
proposal) what happens if something goes wrong? How can the TDF take
down SIS and take over and regain the App Store rights and existing App
Store users?

I had the same questions that haven't been answered in a satisfactory
fashion when another proposal has been presented at FOSDEM and that's
why I did not feel comfortable supporting it.

I believe that the new entity should be seen as an extension of TDF
which can deal with tasks that may go beyond the purpose of the
foundation but with the clear intent of benefiting TDF, LibreOffice, the
community and the user base.

In this case TDF, as the majority shareholder, has the power to directly
influence the direction of company, fire the company's director/s and to
take control.

This doesn't mean the entity can/should be micromanaged by TDF but at
any moment TDF's board can have a majority vote on instructions that the
director/s must follow or come up with good explanations on why they
shouldn't.

In any case TDF will have a lot more power than by just using a TM
agreement as a way to force an external organisation to comply.

4) and of course, what Stephan Ficht asked. :wink:

As I wrote in the document I still have to check 'The “precise
definition of the corporate purpose” which satisfies both TDF and the
auditors'.

At last BoD meeting I got permission to meet with the relevant Ministry
to verify with them if "the development of cultural and creative
activities;" is the best purpose or if there are other types of
incorporations we should use.

I should be able to meet them next week and report back my findings.

Hi Flo, all,

Florian Effenberger wrote:

The board is eager to get the discussion started, preferably on the public
board-discuss mailing list.

I'm somehow not able to add to that folder, so here's a separate share
link:

  https://nextcloud.documentfoundation.org/s/TyRPPBJNsRkcdz8

Thanks to Uwe for doing the drafting with me; with TDF being based in
Germany, it's kind of the most obvious thing to do.

With my board hat on - would love to have perhaps one or two
additional proposals, so there's actual choice? :wink:

Ultimately though, what I consider most important (with business rules
largely comparable at least within the EU) - is who's going to be the
persons running this entity.

All the best,

-- Thorsten

Hi Thorsten,

Thorsten Behrens wrote:

I'm somehow not able to add to that folder, so here's a separate share
link:

it's in the TDF Members, TDF Subsidiary folder, you should have write access there. If it doesn't work, let me know, so we can poke hostmaster@ to tweak the ACLs :slight_smile:

   https://nextcloud.documentfoundation.org/s/TyRPPBJNsRkcdz8

I've just uploaded that file to the shared folder at

  https://nextcloud.documentfoundation.org/s/NeBWm25cd2LHyoq

which now contains the Luxemburg as well as the German entity proposal.

Florian

Florian Effenberger wrote:

as discussed during the last board calls, the board is currently collecting
proposals on a TDF subsidiary. For that, we've created a folder "TDF
Subsidiary" in the Nextcloud "TDF Members" share, where the various ideas
will be collected.

The board would like to discuss (and I hope move this forward) during
its FOSDEM meetings.

So I'd like to repeat this call for proposals, and add a deadline for
submission in time for the pre-FOSDEM meeting, let's say Thursday
January 28th.

Best,

-- Thorsten