Re: [Talk-us] Incorporation

[Serge Wroclawski]

On Fri, Dec 4, 2009 at 12:54 PM, Andrew Ayre  wrote:
> I took Serge saying:
>
> "As discussed, we can incorporate as a corporate entity, get our EIN, and
> then work on the non-profit part"

I guess my shorthand wasn't clear.

Registration as a corporate entity is a separate step from tax
exemption and they're always done as two steps (since there's a
waiting period for non-profit entities anyway).

We can begin this process by registering as a corporate entity (which
would us to open a bank account, get funds, get a board together,
etc.) while we work on the task of getting our articles of
incorporation ready for approval.

The only difference will be that the organization won't be tax exempt.

It's true that for normal for-profit corporations, the tax laws in
Delaware make it very attractive to register in.

The same isn't true for non-profits. Instead the issues for
non-profits are about qualifications and procedures that non-profits
must follow.

DC is known as being very non-profit friendly (low requirements for
registration, paperwork, filing, etc.) That's probably due to a
combination of non-profit legislation and the fact that DC is home to
such a large number of non-profit entities.

That's also not to say we won't have to keep very close tabs on our
accounting, but that the number and complexity of the hoops to go
through for our final registration are fairly low.

- Serge

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Re: [Talk-us] Incorporation

[Andrew Ayre]

I took Serge saying:

"As discussed, we can incorporate as a corporate entity, get our EIN, 
and then work on the non-profit part"

to mean something different to what you just described. Sorry...

Andy

Kate Chapman wrote:
> Since we are going to incorporate as a non-profit the benefits of 
> incorporating in Delaware aren't as great as they would be if we were a 
> for profit business.  Our intention is to apply for tax exempt status 
> both federally and in the state or district that we do incorporate in.  
> 
> Thanks,
> 
> Kate
> 
> 
> 
> On Fri, Dec 4, 2009 at 12:41 PM, Peter Batty  > wrote:
> 
> As I've mentioned before, every lawyer I have ever talked to about
> this has told me to incorporate in Delaware. My current company
> Spatial Networking is based in Colorado but incorporated in Delaware
> through a "registered agent" - you can find lots of these via Google.
> 
> 
> On Fri, Dec 4, 2009 at 10:23 AM, Andrew Ayre  > wrote:
> 
> I believe that California will charge $800 per year income tax for
> for-profit corporations even if you make a loss or no profit...
> 
> A large number of Corporations in the US are incorporated in
> Delaware
> because my understanding is that they are very friendly towards
> businesses and easy to deal with.
> 
> Andy
> 
> Serge Wroclawski wrote:
>  > There are two major "candidates" for incorporation at the
> moment. The
>  > first is California, with the possible help of an attorney
> that works
>  > with OSM International. Unfortunately this has been difficult
> as the
>  > attorney is quite busy at the moment, and so asking him to do
> more
>  > pro-bono work may be difficult going forward.
> 
>  > As discussed, we can incorporate as a corporate entity, get
> our EIN,
>  > and then work on the non-profit part- part of which will be the
>  > mission statement and other documents we're working on at the
> same
>  > time.
> 
> --
> Andy
> PGP Key ID: 0xDC1B5864
> 
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> 
> 
> 
> -- 
> Peter Batty - President, Spatial Networking
> W: +1 303 339 0957  M: +1 720 346 3954
> Blog: http://geothought.blogspot.com
> 
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Andy
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Re: [Talk-us] Incorporation

[Kate Chapman]

Since we are going to incorporate as a non-profit the benefits of
incorporating in Delaware aren't as great as they would be if we were a for
profit business.  Our intention is to apply for tax exempt status both
federally and in the state or district that we do incorporate in.

Thanks,

Kate



On Fri, Dec 4, 2009 at 12:41 PM, Peter Batty  wrote:

> As I've mentioned before, every lawyer I have ever talked to about this has
> told me to incorporate in Delaware. My current company Spatial Networking is
> based in Colorado but incorporated in Delaware through a "registered agent"
> - you can find lots of these via Google.
>
>
> On Fri, Dec 4, 2009 at 10:23 AM, Andrew Ayre wrote:
>
>> I believe that California will charge $800 per year income tax for
>> for-profit corporations even if you make a loss or no profit...
>>
>> A large number of Corporations in the US are incorporated in Delaware
>> because my understanding is that they are very friendly towards
>> businesses and easy to deal with.
>>
>> Andy
>>
>> Serge Wroclawski wrote:
>> > There are two major "candidates" for incorporation at the moment. The
>> > first is California, with the possible help of an attorney that works
>> > with OSM International. Unfortunately this has been difficult as the
>> > attorney is quite busy at the moment, and so asking him to do more
>> > pro-bono work may be difficult going forward.
>>
>> > As discussed, we can incorporate as a corporate entity, get our EIN,
>> > and then work on the non-profit part- part of which will be the
>> > mission statement and other documents we're working on at the same
>> > time.
>>
>> --
>> Andy
>> PGP Key ID: 0xDC1B5864
>>
>> ___
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>> http://lists.openstreetmap.org/listinfo/talk-us
>>
>
>
>
> --
> Peter Batty - President, Spatial Networking
> W: +1 303 339 0957  M: +1 720 346 3954
> Blog: http://geothought.blogspot.com
>
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>
>
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Re: [Talk-us] Incorporation

[Peter Batty]

As I've mentioned before, every lawyer I have ever talked to about this has
told me to incorporate in Delaware. My current company Spatial Networking is
based in Colorado but incorporated in Delaware through a "registered agent"
- you can find lots of these via Google.

On Fri, Dec 4, 2009 at 10:23 AM, Andrew Ayre  wrote:

> I believe that California will charge $800 per year income tax for
> for-profit corporations even if you make a loss or no profit...
>
> A large number of Corporations in the US are incorporated in Delaware
> because my understanding is that they are very friendly towards
> businesses and easy to deal with.
>
> Andy
>
> Serge Wroclawski wrote:
> > There are two major "candidates" for incorporation at the moment. The
> > first is California, with the possible help of an attorney that works
> > with OSM International. Unfortunately this has been difficult as the
> > attorney is quite busy at the moment, and so asking him to do more
> > pro-bono work may be difficult going forward.
>
> > As discussed, we can incorporate as a corporate entity, get our EIN,
> > and then work on the non-profit part- part of which will be the
> > mission statement and other documents we're working on at the same
> > time.
>
> --
> Andy
> PGP Key ID: 0xDC1B5864
>
> ___
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> Talk-us@openstreetmap.org
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>



-- 
Peter Batty - President, Spatial Networking
W: +1 303 339 0957  M: +1 720 346 3954
Blog: http://geothought.blogspot.com
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Re: [Talk-us] Incorporation

[Andrew Ayre]

I believe that California will charge $800 per year income tax for 
for-profit corporations even if you make a loss or no profit...

A large number of Corporations in the US are incorporated in Delaware 
because my understanding is that they are very friendly towards 
businesses and easy to deal with.

Andy

Serge Wroclawski wrote:
> There are two major "candidates" for incorporation at the moment. The
> first is California, with the possible help of an attorney that works
> with OSM International. Unfortunately this has been difficult as the
> attorney is quite busy at the moment, and so asking him to do more
> pro-bono work may be difficult going forward.

> As discussed, we can incorporate as a corporate entity, get our EIN,
> and then work on the non-profit part- part of which will be the
> mission statement and other documents we're working on at the same
> time.

-- 
Andy
PGP Key ID: 0xDC1B5864

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[Talk-us] Incorporation

[Serge Wroclawski]

I want to apologize for taking this long to get back to everyone about
the incorporation documents. I've had the flu since Monday and only
today have I completely come out of it.

So appologies for the delay. I've added a few pages to the US Chapter
page: http://wiki.openstreetmap.org/wiki/Foundation/Local_Chapters/United_States

It's a bit spartan right now, but here's a summary on the discussion
on the calls:

There are two major "candidates" for incorporation at the moment. The
first is California, with the possible help of an attorney that works
with OSM International. Unfortunately this has been difficult as the
attorney is quite busy at the moment, and so asking him to do more
pro-bono work may be difficult going forward.

The other major candidate is the District of Columbia. DC has a
relatively straightforward incorporation process and several of us on
the call (who live in/around DC) have been involved with incorporating
other non-profits.

As discussed, we can incorporate as a corporate entity, get our EIN,
and then work on the non-profit part- part of which will be the
mission statement and other documents we're working on at the same
time.

We don't actually need an attorney to file for any of this, but I've
been assured by one attorney that they would be willing to help us on
a limited basis. In addition, I know that Kate is talking to several
attorneys, and we're looking at trying to find some law school
students who might be willing to help us. DC has the most lawyers of
anywhere in the world, so while I'm not saying it will be easy, it
should be fairly doable.

To that end, we're gathering up the steps that need to be taken for
the incorporation, as well as non-profit status (which will require
mission statement, decision on membership, a board of directors, a
budget, etc.)

But one step at a time.

- Serge

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