20 Feb
2021
20 Feb
'21
1:13 a.m.
On Friday 19 of February 2021 18:13:04 Mike Bird via tde-users wrote:
Yes, here I was a little inaccurate in the description - OpenCollective is
a platform and Open Source Collective (for the US) and Open Collective
Europe (for the EU) are the fiscal hosts I had in mind when I mentioned
the choice between the US and the EU. As I mentioned, these fiscal hosts
only provide fund management and legal status in terms of tax returns.
In this regard, I hoped that if SF Conservancy agreed to become a
membership project and take us under its roof, these legal issues would be
on SF Conservancy's shoulders. This is exactly what I saw as an advantage
over a simple fiscal host as well as over when we would have our own small
organization without the background of lawyers. At SF Conservancy, I
expect lawyers who have experience with this, and that this is their
important advantage.
Yes, we completely agree here.
At present, I do not know of any other company of such a focus that could
be as option 2c.
For our own small organization, we would have to deal with filing tax
returns as well as monitoring possible changes in legislation. This can be
easy or it may require hiring an accountant and possibly a lawyer. At the
same time, we would have to verify whether the members of such an
organization can come from countries other than the one in which the
organization will be formed, or whether there is a condition to reside in
that state. In any case, it would not provide a protective roof, as it
could be from the SF Conservancy.
0. "Legislation" in English refers to laws
enacted e.g. by the EU or
national, regional, or local governments. I think what you're
talking about is a legal entity such as a partnership, association,
club, society, or nonprofit corporation.
What I mentioned as option 3. I assumed some form of non-profit
organization. In this option 0. you mean something different than I
thought in option 3.?
1. Fiscal host
... e.g. OpenCollective.
OpenCollective itself is not a Fiscal Host. It looks like a
potentially useful tool if you don't want to work directly with
Stripe. You either need a bank account or a Fiscal Host.
Open Collective Europe is such a Fiscal Host but it doesn't do legal
so you're maybe not getting much for your admin fee.
2a. A company
that focuses on providing legal status - sfconservancy
Speaking here from USA I'd be very concerned about getting tied into
the US legal system - or China's or Russia's or India's. The EU is
not perfect but you're in the EU and the EU is less awful than some
of the other big players so I would suggest trying to keep your legal
footprint within the EU and worry less about patent trolls and sanctions
and trade wars and encryption export restrictions.
2b. A company
that focuses on providing legal status - dyne
Tried researching them. Very opaque. Thumbs down from me.
3. Our own
non-profit organization.
The option of founding our own organization may seem the most
attractive, but at the same time it represents the greatest overhead
burden for us. Because the current active team members want to focus
on code maintenance and development, we would have to hire someone
trusted to deal with the legislation of such an organization. We would
probably also have to hire some lawyers to deal with the legislation
to create the company. Because we do not have our own funds and there
is no certainty what income we will be able to earn, there is no
certainty how we will be able to pay such people. I see too many
pitfalls here for this way.
There are alternatives to being a nonprofit corporation such as being
an association or club, or being a partnership. You'd have to do some
research or talk to a CZ lawyer to see exactly what is available and
what the tradeoffs are.
There's some work involved in setting up and maybe some work involved in
filing a tax return but I don't think it's all that much. I've set up
businesses and as long as you don't have employees it's easy and doesn't
need a lawyer. However I'm in the US so YMMV in CZ. I would suggest at
minimum investigating if there's an easy route for nonprofits or clubs
below a certain turnover.
The nonprofits I've been involved with in the US were indeed
incorporated. They file tax returns. Some have employees and some
don't. Those without employees are easy.
My parents lived in the UK and were members of a drama group and a
community group and some years they were officials such as chair or
secretary or treasurer. NO EMPLOYEES. There would be an annual meeting
but other than that the bookkeeping and correspondence took less than
half an hour a month in the days before they had a computer. They may
have used a lawyer for the initial setup but more likely just followed
the instructions in a book.
X. Liability
Liability is why you incorporate. If a patent troll attacks we can't
afford to defend TDE. Dyne or some Fiscal Host might regret the
incident but they wouldn't pay to defend something as small as TDE.
Unlike a drama club we're not worried about fires, falling lights, and
people tripping and breaking their legs in the aisles. But if some
corporation accuses TDE software of losing data, or letting a hacker
in, we can't afford to defend TDE. Doesn't matter if the accusation
is valid or not.
Incorporation means that if they take TDE there's a good chance that
they won't also take everything the developers own. An unincorporated
partnership tied to a Fiscal Host may not provide that protection -
research CZ law or ask a lawyer.
And when you've got liability you have to think about liability
insurance. You may or may not need it. It might be mandated by some
government, or by one of the organizations you do business with. For
example in the US I mainly needed liability insurance to satisfy the
landlord of the office I rented.
We provide TDE under the GNU GPL license, where the disclaimer is part of
this license (points 11 and 12). As Chris mentioned and suggested by
Philippe, this disclaimer could be added to the first card in the
KPersonalizer. That seems like a good idea to me.
--Mike
____________________________________________________
Thank you for many of your helpful observations and comments.
Cheers
--
Slávek