[Consortium] Meeting at Karlsruhe

Daniel James daniel at mondodesigno.com
Tue May 25 05:16:04 EDT 2004

Hi Jaromil,

> I gathered some information on the topic of registering a
> foundation here in Amsterdam, but please keep in mind IANAL.
> what is a Foundation (Stichting) in Netherlands?
> Foundations are continental European equivalents of the Anglo-Saxon
> trusts, the long-established estate and tax planning tool whose
> chief purpose is to provide a safe haven for assets intended for
> selected beneficiaries.

Thanks for your work looking into this. I'm not sure if the tax issues 
are going to be very relevant to linuxaudio.org at this stage! 

In the UK we have a not-for-profit structure known as a 'company 
limited by guarantee' which can be registered for a couple of hundred 
pounds. Here's a definition from http://www.ukincorp.co.uk/s-45 :

"There are two types of limited companies - those limited by shares 
(e.g. commercial companies) and those limited by guarantee (usually 
charities or non-profit distributing companies).

Companies limited by shares are owned by shareholders, of which there 
only needs to be one, and are run by boards of directors. Companies 
limited by guarantee have members and are usually run by a committee 
of management. In general, trading is carried out by companies 
limited by shares since guarantee companies can't usually pay the 
benefits of their trade to their members.

A company limited by guarantee is a registered company having the 
liability of its members limited by the memorandum to such amounts as 
the members may respectively undertake to contribute to the assets of 
the company in the event of its being wound up. Such companies are 
widely used for schools, professional and trade associations, clubs 
and management companies for blocks of flats. 

The main differences between a guarantee company and a company with 
shares are:

 Its members do not receive share certificates and whilst they control 
the guarantee company, through decisions taken by them at General 
Meetings, they do each not "own" a proportionate part of the 
guarantee company.
Its members cannot receive any dividend, profit or other income from 
the guarantee company, nor can they share in its assets if the 
guarantee company comes to an end. 
Its members enjoy limited liability, but usually have to pay an annual 
subscription (at a rate set annually by themselves at General 
Meeting) and, if the guarantee company comes to an end through a 
liquidation, they are obliged to pay a final sum of £1.00 each to the 
The members elect the Board of Directors (usually called Trustees or 
Governors to avoid connotations of salaries and bonuses) which is 
responsible for setting and overseeing the policy of the guarantee 
 The directors also enjoy limited liability, provided that they have 
not acted negligently, or fraudulently, or have not permitted the 
guarantee company to continue trading when it was insolvent (this is 
known as "wrongful trading")."

I'm not personally bothered which country that linuxaudio.org is 
registered in, but I now recall that I have a contact which provides 
low cost legal advice for not-for-profits here:

I'll ask them what they think.

The Agnula project is going through a similar process of formal 
registration, and I've suggested to Andrea Glorioso that we work 
together on this to reduce duplicated bureaucratic overhead, since 
the aims of both entities are very similar.



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