Re: Constitution - formal proposal (v0.5)
Dale Scheetz wrote:
>SPI is incorporated in the US, so none of your discussion of the British
>tax laws is of any consequence. Ian, as project leader, collects no money
>and has no control over SPI, and should have no liability here or at home.
Sorry, but that is wishful thinking. I'm not talking about SPI but about
Debian; as I've already explained, there is at lest an arguable case
that Debian could be regarded as being controlled from Britain - that
makes Ian potentially liable. We can't afford to pay lawyers to argue
the point here and in every country where the question might arise.
>
>SPI is, I believe, incoporated as non-profit (or the papers are being
>filed). SPI collects donations for Debian and administers the money for
>us. Debian, technically doesn't own anything. Not even our DNS entries.
>
>SPI was establised as a shield, or umbrella, under which Debian could
>opperate without the need to deal with the monetary aspects of the
>project.
Yes, I understand all this. My concern is to see that it actually remains
so. The point is, that in fact, Debian is an unincorporated association.
As such, it is potentially liable to Corporation Tax in Britain, and
possibly to other taxes in a number of other countries. One of the
criteria for being taxable is possession of property and income.
The proposed constitution is asserting beneficial ownership of certain
moneys and properties held on our behalf by SPI.
What I fear is that the protection afforded by the relationship with SPI may
inadvertently be destroyed. I am not saying that it definitely will be, but
that there is a risk of it. The tax position of Debian would be a
nightmare to sort out, if the question were ever allowed to be raised.
In addition, any Debian officers would possibly have unlimited personal
liability, since Debian is not incorporated.
When you are dealing with tax law, you need to think of what the relevant
tax authorities would say, not what you think ought to be the case.
> Because of hard feelings among its board, it seems that this
>"close" relationship has erroded somewhat, to the detriment of all
>involved.
What is SPI's ownership? Does it issue shares (stock)? or is there some other
criterion?
--
Oliver Elphick Oliver.Elphick@lfix.co.uk
Isle of Wight http://www.lfix.co.uk/oliver
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