[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

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