[Consortium] Meeting at Karlsruhe
daniel at mondodesigno.com
Tue May 25 05:16:04 EDT 2004
> 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
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
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.
More information about the Consortium