Fw: advise on legal guidance for HOT organization formation

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Fw: advise on legal guidance for HOT organization formation

Mikel Maron
Received this unofficial, IANAL advice.

The approach you propose sounds practical, however I'm afraid we have no experience establishing a legal entity in either USA or France. Generally I guess you might want to think about the following:
  • How to ensure long term aligned governance between both entities: eg have substantially same group of board members on both sides...?
  • Annual accounts and reporting requirements will be duplicated - this could require considerable effort. Don't underestimate the admin burden regulatory requirements of any non-profit - who will do this?
  • To be eligible for tax-deductible donations I think a US organisation has to achieve 501(c)(3) status with the IRS. Not sure for French non-profits.
  • Having a French non-profit won't (as far as I know) allow donors in other EU countries to donate to it tax-free, unfortunately. You would need a non-profit entity in every country where you have donors, which of course isn't practical.
Getting authoritiative legal advice on this is going to be a bit tricky. You aren't likely to find a lawyer who has know-how across multiple jurisdictions. But you could try via the new Thomson Reuters Foundation initiative TrustLaw, which brokers pro bono work: http://www.trust.org/trustlaw/pro-bono/

The ideal situation, I guess, sees single governance structure, with two legal entities providing status as needed for funding, etc. I don't know if it's possible to stipulate the same board of directors on both sides, via the elections laid out in the HOT US by-laws; later on the Board could amend the HOT US by-laws if this seemed reasonable.

TrustLaw has been suggested a couple times for pro-bono legal advice for us. The kicker is that you need to be an established entity to apply. We could do this either through OSMF or OSM US, and then ask for advice on setting up the relationships between two entities. Apparently there's some paper work in the process, etc., so going through OSM US could end up being quicker to qualify.

Thoughts?

Mikel
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Re: Fw: advise on legal guidance for HOT organization formation

Mikel Maron

> TrustLaw has been suggested a couple times for pro-bono legal advice for us. The kicker is that you need to be an established entity to apply. We could do this either through
> OSMF or OSM US, and then ask for advice on setting up the relationships between two entities. Apparently there's some paper work in the process, etc., so going through OSM
> US could end up being quicker to qualify.

Turns out you must be established for at least 3 years to qualify. That leaves OSMF, I'll ask the Board if I can proceed (would be useful generally for OSMF).