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CAcert Inc. Proposal for an Association Move
July 2011
- CAcert Inc. is currently an incorporated non-profit association registered with New South Wales (NSW), Australia.
- There are some thoughts about moving the Association to another country
- This page collects questions, answers, infos to start with a proposal
Questions?
<your question here>
Comparison Summary
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Questions \ Countries
NSW, Australia
Germany
Austria
United Kingdom
Switzerland
France
Association rules
Gesetz zur Regelung des öffentlichen Vereinsrechts (Vereinsgesetz)
as example see FSFE constitution(for the type of society, see https://www.gov.uk/set-up-a-social-enterprise)
Loi du 1er juillet 1901 relative au contrat d'association
Minimum National Directors ?
3
0, but the president and vice president need to sign before a German notary.
0
0
International Directors ?
yes
yes x1
yes
yes
International Members ?
yes
yes x1
yes
yes
Minimum members ?
5
2
2
Tax status / method ? || application to ATO || if not-for-profit no need to pay corporate and value added tax || || || if not charitable, yes if annual benefit (ex membership fees) > 10 000 CHF; withholding tax will be refunded || || || Audit ? || no || recommendation: yes, but can be internal audit, pro bono basis or voluntary || || || full external audit if two of the following figures are exceeded 1. total assets of CHF 10 million, 2. turnover of CHF 20 million, 3. average annual total of 50 full-time staff.
The articles of association and the general meeting are free to make such auditing arrangements as they deem fit in other cases. (usually internal audit) || || || Annual Responsibilities ? || AGM + final report|| GM + final report, not necessary every year || || || following the statutes || || || Physical presence ? || Public Officer in NSW || one person in Germany that is allowed to receive mail, similar to PO || || || one person in Switzerland that is allowed to receive mail, similar to PO || || || Strengths || up & going, cheap || || || || up & going, cheap; 25 international organisations based in Switzerland || || || Weaknesses || requires 3 AU directors, AU lacks people || || || || || ||Juris Privacy/Security
DPA under EU regulation, BDSG, data security officer
Federal Act on Data Protection, Ordinance to the Federal Act on Data Protection
x1) yes with no restrictions by default, except persons that act against country's Constitution (veto process)
x2) link through Privacy Policy
Inputs & Thoughts
- 20110722-Piers
The main reason for the move is that the minimum national directors restriction of AU Association rules, together with the fact that the majority of members are located within the EU, results in an artificial over-representation of AU members on the board. It is urgent because we cannot guarantee enough AU members willing to be board members in the near future.
- 20110722-INOPIAE
Michael S. as German lawyer, who is active for OpenOffice, offered help by founding a German association.
- 20110807-u60
Policys, rules, agreements, laws needs to be checked if a move is "allowed" or a rule or policy prevents this: - CAcert Community Agreement (contracts between each Community member and CAcert Inc) - other policies? e.g. Security Policy? (see also Security Manual!), CPS [1], [2] - Inc Rules - 5, 44 ?? - AU Association rules? - AU Privacy Act - European Privacy Act (was it DPA? see board discussion end of 2009) - Association rules of targeted country
[1] http://www.cacert.org/policy/CertificationPracticeStatement.php
[2] http://www.cacert.org/policy/CertificationPracticeStatement.php#p5.8
{-} The CA cannot be transferred to another organisation. {-}
- CPS Status: DRAFT p20091108
- 20130311 - Benedikt H.
Other possible association forms: * Foundation in one EU country * European Co-operative
- 20151229-Etienne
I was told by some people, that there is no way to move an association from NSW to another country. I found just the follwing information that tells otherwise: * [[http://www.unternehmenssitz.ch/gesellschaftsverlegung|from and to Switzerland (in German)]] * [[http://www.winheller.com/gemeinnuetzigkeitsrecht/vereinsrecht-verbandsrecht/sitzverlegung.html|from and to Germany (in German)]] * [[http://www.schuetz-rechtsanwaelte.ch/downloads/publikationen/bak_sitzverlegung.pdf|from Switzerland to Canada (in German, PDF)]]
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