OSGeo Europe legal entity registration

	A	B	C	D	E	F	G	H	I	J	K	L	M
1	Country	Type of entity	Governance legal requirements	Residency/nationality requirements of governance members?	Timeframe of registration	Cost to set it up/close down	Capital requirements	Maintainance costs	Notes on liability	Physical address of the entity in country?	Other notes		More notes
2	Netherlands	Association	Bylaws No board required, it has a committee. Committee members as a whole is authorised to sign. This means that members may either jointly or individually sign contracts or perform certain legal acts on behalf of the association, such as reporting a change in the Business Register. These agreements are laid down in the articles of association. Hiring staff is possible. An association normally has a Chair, Secretary and Treasurer. These roles can be combined and role names do not force particular tasks on a person. The board is responsible as a whole to do what should legaly be done and can share these tasks in any way they wish. Legaly only one member is sufficient to establish an association, but at least 2 members are considered the minimum. The easiest way to establish the association is to have a Dutch citizen (or two) to do the registration process, after wich new functionaries can be registered at the Chamber of Commerce. That process is digital and simple (proof of living address is requested in digital form). No additonal cost. Bylaws (articles of association) should be in Dutch (legally leading) and can have translated bylaws too. In order to be considered a non-profit, an up to date businessplan describing the goals of the association is required for the Tax Administration to recognise the association as a non-profit. Any person or legal entity is allowed to become a member of the association, as long as the board agrees to the membership. The board is elected by the membership. Note: In the case of the Python foundation, membership can include voting rights for those who contribute time, work, and money to the foundation.	European It is suggested to establish the entity by 1 or 2 Dutch citizens. Once completed, new, international functionaries can be registered at the Chamber of Commerce through an online process.	Registration is instant, but bylaws and notary need time	Setup cost 80 Euro + 400-800 Euro notary cost	None	600-1800E/yr	The entity is a legal entity. Committee members are not liable unless there is proven, serious mismanagement.	Could be the GeoCat address	This seems to be the preferred legal form, even though some foundations call themselves a foundation while they legally are an association If you set up a vereniging with 'full legal capacity' (volledige rechtsbevoegdheid), then in theory you won't be personally liable for its obligations. You will need a civil-law notary to draft a deed, stating that you have created a vereniging and listing its articles of association. These include: name and address purpose (profit sharing for members is not a valid purpose or objective) member requirements procedures for calling general meeting of members rules for appointing and removing committee members allocation of surplus after dissolution You do not need a civil-law notary to set up an association with limited legal capacity. Nor do you have to list the association in the Dutch Business Register. You can, however, limit the liability of members by listing your association in the Dutch Busines Register. None of the members are then liable with their private assets for possible debts. Public benefit organisation status As an association, you can obtain a ‘public benefit organisation’ (PBO) status. In in Dutch, this is called Algemeen Nut Beogende Instelling (ANBI) status or Sociale Belang Behartigende Instelling (SBBI) status. You will then receive certain tax benefits. Dutch legal entities can move their activities abroad, without also moving their registered office. This makes it possible under Dutch law for an association to be statutorily established in the Netherlands and to develop activities outside the Netherlands.	https://business.gov.nl/starting-your-business/choosing-a-business-structure/association/ for more details	Difference between Association and Foundation In general, you choose to start an association if you and a group of people want to undertake social activities together. For example, a sports or neighborhood association. A foundation is usually set up to achieve an idealistic goal or to run a charity. A foundation is set up through a civil-law notary, an association is not, although it is recommended. An association has members, and the members decide. A foundation does not have members and the board makes all decisions. ANBI status requirements: Virtually all activities should be non-profit (90% requirement) Public website with information about goals, year plan, information about funding (transparency). In case of dissolving the association or foundation, money can be donated to another recognised non-profit organisation (this could be OSGeo, in which case it would be best is OSGeo would obtain the 501(c)3 non-profit public charity organization status)
3	Netherlands	Foundation	Bylaws The foundation has a board. The board has signing authority. Hiring staff is possible. Hiring board members as a foundation with ANBI status is not possible.	European	Registration is instant, but bylaws and notary need time	Setup cost 80 Euro + 400-1000 Euro notary cost	None	600-1800E/yr	The entity is a legal entity. Board members are not liable unless there is proven, serious mismanagement.	Could be the GeoCat address	Foundations with commercial activities must file their financial statements with KVK, if their turnover exceeds a certain threshold. A stichting's articles of association should include: Name, including the word 'stichting' Purpose/cause Procedures for appointing and removing officers Location Decision-making procedures Procedures and payments in the event of dissolution As a foundation, you can obtain a ‘public benefit organisation’ (PBO) status, or in Dutch Algemeen Nut Beogende Instelling (ANBI) status or Sociale Belang Behartende Instelling (SBBI) status. You will then be eligible for certain tax benefits.	https://business.gov.nl/starting-your-business/choosing-a-business-structure/foundation/ for more details
4	Estonia	Not-for-profit (MTÜ - mittetulundusühing)	Statute (bylaws), needs to be in Estonian Has at least 2 members (the highest decision body being the general meeting), and a board to run the daily errands. The number of board members is not restricted (1+). Payment of wages is possible but comes with need to declare and pay the appropriate taxes. Members can be individuals ("physical person") or legal entities ("juridical person"). The statute would regulate that more specifically (up to us to decide if and how to do this)	None. But at least one Estonian is suggested, otherwise an official point-of-contact from a predefined list is required.	Everything can be done online. But would require EE citizenship or e-residency (for digital signatures purposes)	Can be done online, state fee of registration 30EUR. Also notary is a possibility - smth like 40 EUR+VAT	None	Most MTÜs I know keep their own books on volunteer basis. Paying a bookkeeper would be approx anything between 50-100 EUR/month	Is a legal entity ("juridical person"). Board members liable in solidarity for the decisions they make	The Geography Dept of UT (Vanemuise 46) can be used	The most popular NGO type there is. Can engage in some economic activity to raise funds for the purposes laid out in the statute. "Not-for-profit" means the proceeds cannot be distributed among members/board-members. more (in estonian) at https://heakodanik.ee/kuidas-asutada-mittetulundusuhingut/
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