- From: Anriette Esterhuysen <anriette@apc.org>
- Date: Fri, 17 Aug 2018 09:20:20 +0200
- To: public-veres-one@w3.org
- Message-ID: <fd06277e-10fc-d775-0ce4-85f1e83990d3@apc.org>
+1 Anriette On 17/08/2018 08:56, Melvin Carvalho wrote: > > > On 16 August 2018 at 20:16, Adam Lake <alake@digitalbazaar.com > <mailto:alake@digitalbazaar.com>> wrote: > > Hello Veres One Community Group, > > It's been almost a week since I sent the updated proposal to > incorporate the Veres One Foundation in Canada. Please reply with > +1, -1, or 0, with an explanation if you choose to include one, > before the end of the day if you have an opinion on the proposal. > > So far we have: > > Six -- +1's > Two -- 0's > Zero -- 1's > > More specifically: > > *Kilnam Chon*: "Canada sounds better than others" > > *Kaliya Young*: “Canada seems like the best option. They (the > Canadians) are doing really good identity work too.” > > *Joe Andrieu*: +1, “Canada is alright” > > *Manu Sporny*: +1, agreed. The country has a fairly excellent > track record wrt. > identity work, the government is progressive wrt. privacy… > > *Dave Longley*: +1 > > *Adam Lake*: +1 > > *Christopher Allen*: 0, Abstain > > *Melvin*: “Not a stake holder in this, but Estonia sounds like an > exciting option” > > I am interpreting Melvin as a Zero--Melvin, please correct me if > this is wrong. I believe you are a stakeholder since you are part > of the CG and have interest in the work. You are a stakeholder if > you want to be. > > > Ok thanks! :) I'm happy to go with zero as I dont want to get in the > way of consensus :) > > > > Kind Regards, > > Adam > > > > On 8/10/2018 12:04 AM, Adam Lake wrote: >> >> ** >> >> *Hello Veres One Community,* >> >> * >> >> It sounds like we may have consensus around the proposal to >> incorporate the Veres One Foundation in Canada. >> >> >> The proposal is more specifically: >> >> >> “UPDATED PROPOSAL: After doing more research into the various >> country options for incorporation my proposal has changed >> somewhat. I propose that we incorporate in Canada to start with >> and leave the next country of incorporation more open ended. >> Canada may end up being a good long term home for the Veres One >> Foundation. The CG and the Board can decide where, when, and if >> the Veres One Foundation should migrate to another jurisdiction >> at a later date.” >> >> >> Since this is the first proposal and decision we are making >> together as a community it might be good to review the decision >> making process <https://veres.one/network/governance/>. >> >> >> We are in the second stage of the decision making process, >> “consideration”. I would like to request that in order to >> determine if we do in fact have consensus that members reply with >> +1 to show support for the proposal or -1 to express opposition >> to sending the proposal to the Board for ratification. >> >> >> Anyone with remaining objections or concerns please raise them in >> the next week, by the end of business Thursday the 16th. >> >> >> If there are not any objections we can send the proposal to the >> Board of Governors for ratification late next week. >> >> >> >> Kind Regards, >> >> >> Adam >> >> * >> >> On 8/6/2018 3:12 PM, Adam Lake wrote: >>> >>> Dorothy, >>> >>> I will do my best to fulfill your request. Not being a >>> international nonproft lawyer and the differing definitions and >>> regulations in each jurisdiction make the analysis difficult. My >>> focus has not been on the specific term used for the >>> designation, nonprofit, foundation, society, ect... but the >>> other considerations of startup and operating costs, whether >>> we'll qualify for tax exemption, if the country is stable and >>> viewed as a neutral arbiter, and whether said designation will >>> require that Veres One continue to operate based on it's >>> nonprofit mission. >>> >>> Generally speaking, as I understand it, nonprofit is a broad >>> term that encompasses the term and designation of "Foundation". >>> The definition of a Foundation differs from country to country. >>> >>> *Canada* >>> >>> Unlike the US and Switzerland Canada has a more specific >>> definition for "Foundation"; it is limited to "Charities". If >>> we choose to incorporate Veres One in Canada it will still have >>> the option of identifying itself as a Foundation (since that is >>> the term most familiar to our prospective Global user base) but >>> Veres One would technically be designated as a Nonprofit >>> "Society" for legal purposes. >>> >>> Here is a good resource >>> <https://www.canada.ca/en/revenue-agency/services/charities-giving/giving-charity-information-donors/about-registered-charities/what-difference-between-a-registered-charity-a-non-profit-organization.html> >>> that defines Charities and Nonprofits in Canada and following is >>> the essential text from this source: >>> >>> Registered charities and non-profit organizations (NPOs) both >>> operate on a non-profit basis, however they are not the same. >>> >>> _Registered charities_ are charitable organizations, public >>> foundations, or private foundations that are created and >>> resident in Canada. They must use their resources for charitable >>> activities and have charitable purposes... >>> >>> _Non-profit organizations_ are associations, clubs, or societies >>> that are not charities and are organized and operated >>> exclusively for social welfare, civic improvement, pleasure, >>> recreation, or any other purpose except profit. >>> >>> *Estonia * >>> >>> Under Estonia law, depending on their purpose, nonprofits can be >>> designated as charities, community associations, charitable >>> projects, civil society organizations, or foundations. I am not >>> finding definitions of these designations but my understanding >>> based on feedback from a contact in Estonia is that the Veres >>> One nonprofit model would be designated as a Nonprofit >>> Foundation in Estonia. >>> >>> I can further search for definitions for the various nonprofit >>> designations in Estonia if it seems necessary to our analysis >>> and incorporation discussion. >>> >>> Please let me know if you require additional information and I >>> will expand my research. >>> >>> >>> Kind Regards >>> >>> Adam >>> >>> >>> >>> On 8/6/2018 1:16 PM, dorothyg wrote: >>>> Kindly explain the difference between Foundations and >>>> Not-for-profits under both Estonian and Canadian law. Thanks in >>>> advance. A quick table listing features is enough. >>>> best >>>> >>>> On Monday, 6 August 2018, 14:11:31 GMT, Adam Lake >>>> <alake@digitalbazaar.com> <mailto:alake@digitalbazaar.com> wrote: >>>> >>>> >>>> Dorothy, >>>> >>>> Yes, we can incorporate in Canada even though none of the Board >>>> resides there. It just requires domiciliary services, an >>>> address where papers can be served if for whatever reason we >>>> ever get sued. This is the case for Switzerland and Estonia as >>>> well. >>>> >>>> I was hoping that Estonia would be a more straight forward and >>>> affordable option as well and that we could perform all >>>> required tasks through their online eGoverment services. It >>>> turns out that eGov services are not comprehensive for >>>> Foundations like they are for for-profit entities. That being >>>> said, Estonia is my 2nd or 3rd choice too. >>>> >>>> I hope we can make a decisions soon as well! >>>> >>>> Adam >>>> >>>> On 8/5/2018 3:32 PM, dorothyg wrote: >>>> On the basis of the facts you present Canada does make the most >>>> sense. Can you clarify if they are ok with Boards that do not >>>> have Canadians? I was surprised the operating costs were so >>>> high for Estonia. I was leaning that way until your mail. >>>> >>>> I hope we can come to a decision soon. I go with Canada now, >>>> Estonia would be my second choice. >>>> >>>> best regards >>>> Dorothy >>>> >>>> >>>> On Sunday, 5 August 2018, 15:43:51 GMT, Adam Lake >>>> <alake@digitalbazaar.com> <mailto:alake@digitalbazaar.com> wrote: >>>> >>>> >>>> ** >>>> >>>> *The Veres One Community Group is currently discussing the >>>> topic of where to incorporate the Veres One Foundation. We >>>> would like to make this decision before we go into production. >>>> The original proposal was to incorporate in the US because it >>>> is the most cost effective and presents the least unknowns for >>>> those overseeing the incorporation process. Once incorporated, >>>> we would then move the Veres One Foundation operations to >>>> Switzerland once the Foundation’s cash on hand hit a particular >>>> threshold. In response to this proposal, several other >>>> countries were mentioned as candidates for incorporation. The >>>> following details are my findings and analysis to date. * >>>> >>>> * >>>> * >>>> >>>> UPDATED PROPOSAL: After doing more research into the various >>>> country options for incorporation my proposal has changed >>>> somewhat. I propose that we incorporate in Canada to start with >>>> and leave the next country of incorporation more open ended. >>>> Canada may end up being a good long term home for the Veres One >>>> Foundation. The CG and the Board can decide where, when, and if >>>> the Veres One Foundation should migrate to another jurisdiction >>>> at a later date. >>>> >>>> >>>> Overall, it was not particularly easy to discover the >>>> requirements to incorporate as a Foundation in the various >>>> counties identified as good candidates by the group. I have >>>> included data points that I was able to acquire. >>>> >>>> >>>> I believe it is important to note that while Veres One is a >>>> nonprofit that it is also a lean startup. Cost effectiveness >>>> and simplicity are critical in the early stages. Achieving >>>> traction and sufficient revenue to grow is the first phase. >>>> Once Veres One achieves traction and a stable base of revenue, >>>> the community and the Board can always decide to migrate >>>> operations and incorporate in a more preferable jurisdiction. >>>> >>>> >>>> It would be ideal for Veres One to move forward with >>>> incorporation as soon as possible as not to miss the target of >>>> going into production by the end of Q3 2018. It is also >>>> imperative that Veres One become an independent organization >>>> and that decision making authority related to governance be >>>> separated from Digital Bazaar. >>>> >>>> >>>> The country of incorporation provides a legal framework for the >>>> organization to operate but it does not have a lot of weight in >>>> shaping the character of the organization. The Community, >>>> Advisors, the Board, and the Foundation’s governing principles >>>> shape the character of the organization. While the country of >>>> incorporation is important it is not likely to determine the >>>> success of the project. >>>> >>>> >>>> Following are the notes on the costs and considerations for >>>> incorporating in each country mentioned. Note, all cash values >>>> are in USD. >>>> >>>> >>>> >>>> Canada >>>> >>>> >>>> Costs: Startup, $5K-10K, more likely closer to $5K, with >>>> assistance from an Canadian law firm. >>>> >>>> >>>> Operating, $5.5 - $7.8K at most for first year, less after that >>>> because we will better understand the compliance requirements >>>> and won’t need as much legal advisement. >>>> >>>> >>>> Tax Rates: Tax Exempt, but we can’t issue tax receipts to >>>> individuals. Organizations and foreign foundations can still >>>> donate to the Veres One Foundation and write the donation off >>>> of their taxable income. >>>> >>>> >>>> Familiarity: Familiar, we have a point of contact and an >>>> advising law firm. >>>> >>>> >>>> Neutral: Yes >>>> >>>> >>>> Stability: Excellent >>>> >>>> >>>> Human Rights: Excellent >>>> >>>> >>>> Pros: One of the positives of starting in Canada vs the US is >>>> that we may want to continue operations there, whereas if we >>>> incorporate in the US we expect to later transfer operations >>>> from the US to Switzerland or some other country. >>>> >>>> >>>> Cons: $2K-$7K more to incorporate and $4.5K - $6.8K more to >>>> operate in first year than in the US. >>>> >>>> >>>> United States >>>> >>>> >>>> Costs: Startup $3K, Operating $1K/year >>>> >>>> >>>> Tax Rates: Tax Exempt >>>> >>>> >>>> Familiarity: Very Familiar, fewest unknowns >>>> >>>> >>>> Neutral: Somewhat >>>> >>>> >>>> Stability: High, but potentially litigious >>>> >>>> >>>> Human Rights: Good >>>> >>>> >>>> Pros: United States is an attractive option because it is >>>> familiar to those that will be incorporating and administering >>>> the Veres One Foundation and because the startup and operating >>>> costs are low. >>>> >>>> >>>> Tax exemption is easy to obtain, good for early donations if >>>> the opportunity arises. >>>> >>>> Political concerns should not affect the Foundation. >>>> >>>> >>>> Incorporating in the US where startup costs are approximately >>>> $3K and operating costs for low revenue foundations are less >>>> that $1K per year. >>>> >>>> >>>> Cons: The United States is not generally viewed as a neutral >>>> arbiter. There is historical baggage associated regarding >>>> governance of technical infrastructure for the Internet (e.g. >>>> ICANN).. >>>> >>>> >>>> >>>> Estonia >>>> >>>> >>>> Costs: Startup, ~$1000, includes drawing up the articles of >>>> association and other documentation as well as state fee, does >>>> not include applicable translations. Operating Costs, >>>> $8.4K-$11.3K/year >>>> >>>> >>>> Tax Rates:20% VAT, would likely get tax exemption >>>> >>>> >>>> Familiarity:Somewhat familiar, some unknowns >>>> >>>> >>>> Neutral: Yes >>>> >>>> >>>> Stability: Good >>>> >>>> >>>> Human Rights:Good >>>> >>>> >>>> Estonia is not known for being a neutral country or for its >>>> civil rights but there doesn’t seem to be any red flags or >>>> concerns in these areas either. >>>> >>>> >>>> Pros:Estonia is increasingly known for its innovation in >>>> digital services including it’s eGovernment and eResidency >>>> programs. Veres One being incorporated in Estonia could >>>> increase the chances that the Estonian government would use >>>> Veres One identifiers but country of incorporation is unlikely >>>> to be a significant factor in their adoption. >>>> >>>> >>>> Incorporation can be settled in a matter of days once all the >>>> paperwork is prepared. >>>> >>>> >>>> Cons: Tax exemption is likely but not guaranteed. >>>> >>>> >>>> Estonia has not automated, through their eGovernment services, >>>> all aspects of starting and operating a nonprofit Foundation >>>> like they have for for-profit entities. This means that some of >>>> the administrative tasks such as filing certain documents and >>>> bookkeeping would need to be done within Estonia. This results >>>> in higher costs than what was previously estimated when we >>>> thought we could start and operate the Foundation exclusively >>>> through their eGovernment services. >>>> >>>> >>>> If all board members are foreigners, appointment of a contact >>>> person in EE is required. >>>> >>>> >>>> >>>> Switzerland >>>> >>>> >>>> Costs: Startup, $65K Operations, $10K/year >>>> >>>> >>>> Tax Rates:Tax Exempt within 6 months >>>> >>>> >>>> Familiarity: Not particularly familiar but have done a lot of >>>> due diligence and feel comfortable with incorporating here if >>>> we decide to >>>> >>>> >>>> Neutral:High >>>> >>>> >>>> Stable:Very >>>> >>>> >>>> Human Rights:High >>>> >>>> >>>> Pros: Switzerland is globally viewed as a neutral country and >>>> is home to many international non-profits and UN agencies. >>>> Swiss cultural support for civil society organizations is strong. >>>> >>>> >>>> They have been easy to work with and I feel comfortable >>>> executing on incorporation in Switzerland if and when the Veres >>>> One Community decides that it's the appropriate course of action. >>>> >>>> >>>> Cons: Swiss incorporation requires $65K USD in startup costs >>>> and up to $10K USD per year in operating costs. This includes >>>> $50K for a capital requirement that could be placed in a Swiss >>>> bank account and used for operations. >>>> >>>> >>>> Swiss incorporation also presents additional regulatory risks >>>> since the Maintainer/Founders (Digital Bazaar) are US-based and >>>> the nonprofit Foundation would be Swiss-based. The risks are >>>> minimal and the additional costs are not astronomical but it >>>> would be far more lean and cost effective to incorporate in the >>>> US or Canada, or Estonia to start with. >>>> >>>> >>>> >>>> Liechtenstein >>>> >>>> >>>> Costs: N/A >>>> >>>> >>>> Tax Rates: N/A >>>> >>>> >>>> Familiarity:Low >>>> >>>> >>>> Neutral: Good >>>> >>>> >>>> Stable:Very >>>> >>>> >>>> Human Rights: Good >>>> >>>> >>>> Pros:Liechtenstein has a favorable environment for blockchain >>>> and cryptocurrencies. >>>> >>>> >>>> Cons: It is a monarchy which does not send the right message >>>> for a multistakeholder global public utility. >>>> >>>> >>>> >>>> Iceland >>>> >>>> >>>> I had trouble getting information about Iceland. I could not >>>> find basic details about starting a Foundation in Iceland. The >>>> attorneys that I corresponded with were not willing to provide >>>> me with many details without first giving them a retainer. It >>>> does sound like it is possible to incorporate the Veres One >>>> Foundation there but it’s unclear what value Iceland provides >>>> over other countries that would be worth going through the >>>> extra trouble and costs of incorporating there. >>>> >>>> >>>> >>>> Umbrella Org, Internet Governance Forum or Internet Society >>>> >>>> >>>> The idea of operating the Veres One Foundation under another >>>> foundation, more specifically the Internet Governance Forum and >>>> the Internet Society was mentioned. The advisement I received >>>> on this option was “ whether the Veres One Foundation could be >>>> incorporated under ISOC or the IGF: the answer to the latter is >>>> not, as legally this would not be possible (the IGF has no >>>> separate legal entity - it is a platform convened by the UN >>>> Secretary-General). ISOC could be an option in theory, I >>>> suppose, but it would be too mind bogglingly complex to consider. >>>> >>>> >>>> Multi-country >>>> >>>> >>>> It is an option to incorporate the Veres One Foundation in >>>> multiple countries. This is more of a phase II option. >>>> >>>> >>>> -- >>>> Adam Lake >>>> Director, Business Development >>>> Digital Bazaar >>>> Veres.io >>>> 540-285-0083 >>>> >>>> -- >>>> Adam Lake >>>> Director, Business Development >>>> Digital Bazaar >>>> Veres.io >>>> 540-285-0083 >>> >>> -- >>> Adam Lake >>> Director, Business Development >>> Digital Bazaar >>> Veres.io >>> 540-285-0083 >> >> -- >> Adam Lake >> Director, Business Development >> Digital Bazaar >> Veres.io >> 540-285-0083 > > -- > Adam Lake > Director, Business Development > Digital Bazaar > Veres.io > 540-285-0083 > >
Received on Friday, 17 August 2018 07:20:57 UTC