[DECISION] Approve 2022 and 2023 corporate and nonprofit tax declarations, approve 2023 VAT declaration

Hello,

the following decision, which has been taken in private yesterday, is now made public in accordance with our statutes.
Given the sensitivity of the topic and pending matters, parts of the decision are redacted for now and will possibly be published at a later stage.

Florian

The Board of Directors at the time of voting consists of 7 seat holders (not including deputies). In order to be quorate, the vote needs to have 1/2 or more of the Board of Directors members, which gives 4.

A total of 5 Board of Directors members have participated in the vote.

The vote is quorate.

A quorum could be reached with a simple majority of 3 votes.

Result of vote:
5 approvals: Paolo, Mike, Sophie, Eliane, Osvaldo
0 abstain
0 disapprovals

Decision: The proposal has been accepted.

Florian

Florian Effenberger wrote on 23.05.25 at 11:22:

The folder in [REDACTED: board-only URL] contains the following documents:

  • the 2023 VAT declaration (“Umsatzsteuererklärung”) as prepared by the tax advisor

  • a non-binding DeepL translation done by TDF

  • explanations for the VAT declaration as prepared by the tax advisor

  • a non-binding DeepL translation done by TDF

  • the 2022 corporate tax declaration (“Körperschaftsteuererklärung”) as prepared by the tax advisor

  • a non-binding DeepL translation done by TDF

  • the 2023 corporate tax declaration (“Körperschaftsteuererklärung”) as prepared by the tax advisor

  • a non-binding DeepL translation done by TDF

  • the 2022 nonprofit tax declaration (“Anlage Gem”) as prepared by the tax advisor

  • a non-binding DeepL translation done by TDF

  • the 2023 nonprofit tax declaration (“Anlage Gem”) as prepared by the tax advisor

  • a non-binding DeepL translation done by TDF

  • [REDACTED: four lines of legal references]

It also contains the VAT filings (“Umsatzsteuervoranmeldungen”) and summarized reports (“Zusammenfassende Meldung”) sent for 2023 already to the tax office, including non-binding DeepL translations done by TDF.

Based on the discussions before, I call for the following vote:

  1. The board approves all of the aforementioned documents in their German version; the accountant will change the description of the business entity to read “Verkäufe in App Stores, Beiratsgebühren und Sponsoring, Verkauf von Merchandise-Artikeln”

  2. The board authorizes Florian to confirm all above filings and the explanatory documents towards the tax advisor on behalf of TDF

  3. The board authorizes the tax advisor to file all of the above with the Berlin tax office, on behalf of TDF, so they can send it to the tax office

  4. The board authorizes any two board members to sign the documents on paper and send them to the tax advisor, both on behalf of TDF

  5. The board authorizes Florian to communicate this vote result, in case it is approved, to the tax advisor

  6. [REDACTED: legal reference]

While the filings will be initially done electronically, tax advise also subsequently needs a signature on paper by board members, which is what item #5 is about.

The vote runs 72h from now. If all board members have voted before, this vote concludes earlier.

it is puzzling that only five of seven directors participated in this very important topic of the TDF administration.

I remember the topic discussed long time ago already in board meetings with the filing deadline.

It seems the same happened with the approval of the annual report: [DECISION] 2023 activity report.

Why didn’t all board members participate in this decision?

This is worrying. I would appreciate a dedicated and clear answer.

Regards,
Andreas

1 Like

it’s really puzzling that those two directors which are not participating in the decision, do not provide the reasons for that.

I would like to know if they are participating in the discussion on those topics. The tax declaration and annual report are key duties of the board.

It’s a duty of any director to participate in those discussions and also in the decisions (if there are no reasons to abstain like a Conflict of Interest / CoI).

Please provide a prompt and clear answer now.

Regards,
Andreas

Hi Andreas,

looking at my inbox and notes I cannot find any participation at all from those 2 directors in relation to the tax declaration that has been discussed since the beginning of May.

Ciao

Paolo

Hello,

I would like to use the opportunity to thank those who did participate in the discussion and the vote.

This tax declaration was demanding due to the events of the year 2022. In light of this, the current board members had to make a declaration of what happened during the past board’s term, which is a big responsibility, so thanks a lot for standing it.

In any case, the past issues take a significant amount of time to be dealt with. They take resources and energy from making progress with developing the software, the community, and the foundation, so it is already a net loss of some sort.

Thanks to all of you who reviewed the documents despite the language barriers (which we used translations for, but a little barrier always remains).

Like the tax declaration, the review of the annual report is an administrative burden that comes without glory. Thanks to everyone involved, especially to the team members who wrote and translated it and prepared it so I can finalize the document to be sent to the foundation supervisory authority.

The next relevant project is the finalization of the budget. Not having it, or not having it properly, will create quite some issues as well. I’ve prepared the spreadsheet and gave some update jus today: Budget 2025 planning

I look forward to the discussion in the board call, so we hopefully can swiftly conclude the missing bits and pieces.

Florian

2 Likes

As a reminder, I need two signatures on the final document, and we need to ship it this way to the tax consultant.
@mikesaunders confirmed he will sign it, but I urgently need a second signature so we can finalize it.

Anyone from the board who could handle it?

Hi Florian,
I saw you asked Simon as deputy chair some days ago on the board list, so I was waiting for his reply. But happy to sign the tax declaration of course. I’ll take care of it later today.

1 Like

I only deal with TDF business on Tuesdays and Thursdays and haven’t seen Florian’s request yet so do go ahead.

S.

As Florian asked last Wednesday already, I guess it’s a bit urgent now, so yes, I’ll deal with it.

1 Like

I must have missed that one when I looked through, my apologies. I am always available on Signal for urgent matters as Florian knows.

S.

Thanks @sophi and @mikesaunders - I got the signed document

1 Like

Hi all,

[quote=“andreasma, post:3, topic:13013”]

there were only an explanation from one board member, which didn’t participated in the vote, yet. Simon Phipps stated:

The vote runs for 72 hours and the result was published on a Friday. It looks as if there has been already a Tuesday and a Thursday inside this 72 hours. Thus the answer from Simon is not comprehensible.
His answer showed too that he seemed perceive his role in the board only as a part time director. I’ve never heard about such interpretation of the role of a director of a legal entity in Germany (like TDF is one).

But aside from this I miss an answer from the other board member which didn’t participate in the vote about this important topic and one of the key duties of a director of TDF, László Németh.
If he is not participating in this and the other key duties of a director at TDF, he reject to do his board member work and shows that he is not able to hold office.

Regards,
Andreas

Hi @andreasma ,

While it would certainly be of general interest, to know the details of how & why apparently also this board has split into warring factions - to me, since you @andreasma are now a full member of the Membership Committee, would IMO better spend your time & energy encouraging your fellow MC members to address the many open questions for that body, some of them unanswered since >6 months.

Given that openness, transparency & fairness were on your list of election promises - that seems currently more worrying to leave unaddressed I think?

My 2 cents, Thorsten

Hi @thb

I believe Cor already provided the answer you are looking for:

Do you feel it’s really necessary to reopen also this discussion?

Ciao

Paolo

I would not think that there was any closure, as witnessed e.g. here - and at any rate there was ~no answer from those who should actually have answered…

If you apologised to the community it would help in reaching a closure and allow everyone to move on from these discussions.

So you want to reopen a discussion we already had when the board received a letter with the same arguments and you did whatever you could to put pressure on the MC to change its decision?

That as well has already been settled here:

and if it wasn’t already clear most of the board supports the apologies to the MC for what you did:

I hope this settles also this matter.

Ciao

Paolo

Hi y’all,

I don’t believe I need to repeat my refusal of the framing above, and the allegations. For those interested, please look up my answers here.

What’s more interesting, is the recurring pattern of Paolo distracting, attacking & answering for others. So back to the topic at hand: @andreasma are you planning to address the questions upthread (and perhaps then also the many pending ones on the MC focum)?

Thanks, Thorsten

As far as I can see, all -apart from just one- have dealt with the specific topic this thread started with.
Thanks to those who stayed focused on: Approve 2022 and 2023 corporate and nonprofit tax declarations, approve 2023 VAT declaration