Hi Dan, Before drilling down: let's not necessarily get bogged down in the details of these two Dutch-based examples. I prepared them mainly because, as a Dutch citizen, the information on these particular forms was most readily accessible to me. There are certainly other forms, potentially just as suitable or even better, that we could consider. I am very open to discussing such alternatives. As for your questions on the two Dutch-based proposals (obviously IANAL): - The Dutch Vereniging is more of a 'structure' definition than U.S. 501(c)(3) rules, that focus mostly on tax-exemption and limiting private benefit. So yes, a Vereniging in that sense more closely reflects the existing XSF structures as defined in the bylaws. - I don't know if tax-exempt status is/should be a requirement. It is easy to see the theoretical benefit, but I'm not sure if we have been benefiting from this in practice. In Dutch legalise, you typically need an ANBI designation if you want donations to be tax-deductible. The ANBI approval process is usually straightforward if your purpose clearly serves the public benefit and your governance and financial reporting meet the requirements, but it's not automatic. - I think that there's no strict requirement that board members live in the Netherlands. However, for practical purposes, the Dutch Chamber of Commerce may require a registered address in the Netherlands for the organization itself (not necessarily for each board member). Also, in previous experience, when you want to register for things like a bank account, additional regulation kicks in... Kind regards, Guus On Tue, Feb 24, 2026 at 3:09 PM Dan Caseley <dan@caseley.me.uk> wrote:

Thanks for doing all of this research, Guus!

I do like how the Vereniging mirrors the XSF structures. - Presumably it does so more than the existing US 501(c)(3) rules currently do? - We'd wanna be sure we'll get the tax-exempt status before progressing too far? - Do you know if it requires that we have 1+ representatives physically in NL?

I don't expect you to have all of these answers, or to learn enough to answer them all either. Just wanted to blurt out my thoughts.

On Tue, 24 Feb 2026 at 13:51, Guus der Kinderen < guus.der.kinderen@gmail.com> wrote:

...

Dear XSF community,

Documentation has been prepared outlining example approaches for relocating the XSF's legal home to the European Union. These proposals are intended as lightweight, pragmatic illustrations of how such a transition could work. They are not intended to define the eventual legal form, and no decisions have been made.

Please note: although I am currently a Board member, these proposals were created on my own accord and do not reflect any shared opinion or decision of the XSF Board.

Currently, the examples focus on structures under Dutch law and assume a complete migration from the U.S. to the EU. They are meant to help the community explore possibilities, understand trade-offs, and discuss potential paths forward.

The proposals can be found at: https://wiki.xmpp.org/web/XSF_EU_Legal_Transition_Proposal

Please review these examples, ask questions, and share feedback - maybe even add alternative proposals of your own. Your input will help ensure that any future decision is well-informed, practical, and aligned with the needs of the XSF community.

Kind regards,

Guus

Hi, Dutch law requires bylaws to be in Dutch. You can have the notary draft them bilingually (e.g. also in English) for an additional fee, but the legal interpretation will always be using the Dutch language version. This is mostly because it is sometimes hard to translate Dutch legal terms exactly. -- ralphm On 24/02/2026 16.31, Dave Cridland wrote:

One thing that I couldn't see covered, but has been in previous explorations of this nature - would this (and similar options) require our bylaws to be in some non-English language?

While I appreciate that many of us don't speak/read English natively, it is nevertheless the language most of us can read the most (if that makes sense). If the legal form were in Dutch, then much as I appreciate the value of encryption...

On Tue, 24 Feb 2026 at 13:51, Guus der Kinderen <guus.der.kinderen@gmail.com> wrote:

Dear XSF community,

Documentation has been prepared outlining example approaches for relocating the XSF's legal home to the European Union. These proposals are intended as lightweight, pragmatic illustrations of how such a transition could work. They are not intended to define the eventual legal form, and no decisions have been made.

Please note: although I am currently a Board member, these proposals were created on my own accord and do not reflect any shared opinion or decision of the XSF Board.

Currently, the examples focus on structures under Dutch law and assume a complete migration from the U.S. to the EU. They are meant to help the community explore possibilities, understand trade-offs, and discuss potential paths forward.

The proposals can be found at: https://wiki.xmpp.org/web/XSF_EU_Legal_Transition_Proposal

Please review these examples, ask questions, and share feedback - maybe even add alternative proposals of your own. Your input will help ensure that any future decision is well-informed, practical, and aligned with the needs of the XSF community.

Kind regards,

Guus

I need to clarify this a bit, because already the language forms a problem of interpretation. The Articles of Association (in Dutch "Statuten") must be in Dutch, but can also have a foreign language translation that is officially notarized as such. Then, you can have Bylaws (in Dutch "Huishoudelijk Reglement") that further define how the entity organizes itself. You don't need a notary for changing these, but you do need to specify in your Statuten how this document functions and how it can be changed. What we currently have in our Bylaws would have to be split between the two. How you make the split depends on how flexible you want to be (without incurring notary costs), but some things *must be* in the Statuten, including how the board is appointed and what members and their obligations are. But for example how the XMPP Council is elected and functions can be in the HR. That brings me to another thing that needs to be sorted: our Officers. We would need to figure out if we want those to be part of the Board proper or that they are proxies with power of attorney. The default in a Vereniging is that the Board is collectively executive and an Executive Director that is not part of the Board is typically a salaried employee (CEO). I'm sure that there are more practical matters when we get to the details. -- ralphm On 24/02/2026 18.09, Ralph Meijer wrote:

Hi,

Dutch law requires bylaws to be in Dutch. You can have the notary draft them bilingually (e.g. also in English) for an additional fee, but the legal interpretation will always be using the Dutch language version. This is mostly because it is sometimes hard to translate Dutch legal terms exactly.

-- ralphm

On 24/02/2026 16.31, Dave Cridland wrote:

...

One thing that I couldn't see covered, but has been in previous explorations of this nature - would this (and similar options) require our bylaws to be in some non-English language?

While I appreciate that many of us don't speak/read English natively, it is nevertheless the language most of us can read the most (if that makes sense). If the legal form were in Dutch, then much as I appreciate the value of encryption...

On Tue, 24 Feb 2026 at 13:51, Guus der Kinderen <guus.der.kinderen@gmail.com> wrote:

Dear XSF community,

Documentation has been prepared outlining example approaches for relocating the XSF's legal home to the European Union. These proposals are intended as lightweight, pragmatic illustrations of how such a transition could work. They are not intended to define the eventual legal form, and no decisions have been made.

Please note: although I am currently a Board member, these proposals were created on my own accord and do not reflect any shared opinion or decision of the XSF Board.

Currently, the examples focus on structures under Dutch law and assume a complete migration from the U.S. to the EU. They are meant to help the community explore possibilities, understand trade-offs, and discuss potential paths forward.

The proposals can be found at: https://wiki.xmpp.org/web/XSF_EU_Legal_Transition_Proposal

Please review these examples, ask questions, and share feedback - maybe even add alternative proposals of your own. Your input will help ensure that any future decision is well-informed, practical, and aligned with the needs of the XSF community.

Kind regards,

Guus

Libervia is a French nonprofit organization, so we have the expertise with goffi for that. My French is definitely not good enough for legal texts. Dutch is convenient for me. On 2/27/26 6:26 PM, Ludovic BOCQUET wrote:

Dear all,

I propose to create the legal structure in France, there is "Association loi de 1901" = "Association à but non lucratif", some links: - https://fr.wikipedia.org/wiki/Association_de_la_loi_1901 - https://fr.wikipedia.org/wiki/Association_%C3%A0_but_non_lucratif#Associatio... - https://fr.wikipedia.org/wiki/Association_%C3%A0_but_non_lucratif - https://en.wikipedia.org/wiki/Nonprofit_organization

Important: A very long time ago, when I have searched a company to host XSF data (before the server crashes) and when I specify that it is US organization, all talks have stopped. I had informed Peter Saint-Andre about this problem.

Good to see that now, in 2026, there is a progress about this situation.

Regards,

BOCQUET Ludovic

________________________________________ From: Guus der Kinderen <guus.der.kinderen@gmail.com> Sent: Tuesday, February 24, 2026 1:50 PM To: XSF Members Subject: [Members] XSF EU Legal Structure: Example Proposals

Dear XSF community,

Documentation has been prepared outlining example approaches for relocating the XSF's legal home to the European Union. These proposals are intended as lightweight, pragmatic illustrations of how such a transition could work. They are not intended to define the eventual legal form, and no decisions have been made.

Please note: although I am currently a Board member, these proposals were created on my own accord and do not reflect any shared opinion or decision of the XSF Board.

Currently, the examples focus on structures under Dutch law and assume a complete migration from the U.S. to the EU. They are meant to help the community explore possibilities, understand trade-offs, and discuss potential paths forward.

The proposals can be found at: https://wiki.xmpp.org/web/XSF_EU_Legal_Transition_Proposal

Please review these examples, ask questions, and share feedback - maybe even add alternative proposals of your own. Your input will help ensure that any future decision is well-informed, practical, and aligned with the needs of the XSF community.

Kind regards,

Guus

Hi everyone, Thanks again for your thoughtful feedback! I'm really delighted to see that we're making concrete steps on this. It's encouraging how the discussion is shaping up. Peter, I really appreciate the list of topics you suggested. I'll take those pointers and add them to the suggested template for proposals on the wiki, and I'll also try to apply them to the proposals I've already added there. Regarding the financial and administrative impact of setting up an EU legal entity: from my experience with setting up a (very) small Dutch Stichting (much smaller than Eclipse or even the XSF, without a bank account yet, but with international board members), it was quite doable. Costs were low enough that I was comfortable covering them out of pocket, so I'm hopeful that the impact could be much less than what you described. I do not doubt that we can easily make things very expensive, but maybe we can safely do without many of the expensive bits. Alex, I see your point, and it reminds me that, no matter which country we choose, we'll always need to rely on and trust local representatives to steer things correctly. In that sense, the move itself doesn't fundamentally change the situation (as we currently already depend mostly on one person for this, too). The main difference might be language accessibility and available guidance: this could favor a country where English is an official language for legal matters, or where authorities provide key resources in English, even if it's not the primary language for legal documents. On the suggestion of working without a legal entity: I do have some concern specifically around intellectual property. How would IP be handled in that scenario? As an aside, if we do pursue any kind of migration, do we need to coordinate with Cisco regarding management of the Jabber trademark agreement currently held by the XSF? That's something we may want to clarify early on to avoid surprises. Kind regards, Guus On Wed, Mar 4, 2026 at 12:19 PM Alexander Gnauck <gnauck@gmail.com> wrote:

Am 04.03.26 um 03:54 schrieb Peter Saint-Andre:

...

(4) which roles within the EU org could be filled by volunteers (and who is volunteering??) and which roles need to be outsourced to professionals (e.g., bookkeeping service, accountants, lawyers, auditors); this topic is related to (1) above because right now we operate very inexpensively (no paid legal counsel, no accountants, no bookkeepers, no required yearly auditing of the financial accounts, etc.) and I don't know what the ongoing costs would be to operate in various EU countries (e.g., would we need a paid financial audit every year?) ... this stuff can add up fast!

I would like to volunteer and help here. But I have some concerns.

The proposals and research is really great. But with an org being in the Netherlands there will be still the language barrier and NL legal stuff most of us are not aware of.

Doing bookkeeping and filing taxes is even challenging in your own country and native language. So my concern would be that we heavily will rely here on our NL members or pay for services.

The same concerns would apply to any other EU country or the UK. The EU still hasn't standardized any of this.

...

(and here's a deeper question: do we need a formal organization at all or could we structure things in a more lightweight manner with crowdfunding of conferences, ad-hoc donations for particular initiatives, simple hosting of specifications in a repository instead of having them be owned by an organization, etc.) this is a very interesting question and idea. Would be great when there is a way to run the org without all the red tape and bureaucracy a legal org entity put on us.

Alex

Hallo Guus! Thanks for sharing your thoughts and for your leadership on this issue. I'd like to tug on one thread below. On 3/4/26 6:01 AM, Guus der Kinderen wrote:

On the suggestion of working without a legal entity: I do have some concern specifically around intellectual property. How would IP be handled in that scenario?

Although in general I'm not a big believer in the concept of intellectual property [1] and that might be coloring my thoughts on this topic, I do wonder exactly what the threat model is regarding the protocol specifications that "we" define (right now "we" is the XSF, but in the future "we" could run something more like an open-source community, or to be pedantic an open-protocol community). Here are some possibile threats, with my comments on likelihood and potential damage. 1. Other organizations could fork our specs. Likelihood: low (I'm not aware of any such organizations) Damage: medium (I suppose it could be confusing to have multiple versions of the same protocol produced by different organizations) 2. Change control could be unclear. Likelihood: low (it seems to me that protocol developers would still want their specs to be published in the primary "repository" even if we don't have a legal organization behind that publishing location) Damage: medium (similar to #1 above) 3. The community could fragment. Likelihood: medium (if we no longer have an "official" place to do the work, then protocol developers might go off and define their own extensions ... but in fact we've had this situation for a long time with custom extensions defined by companies and open-source projects, and it's not clear to me that having a *legal* organization is necessary to solve this "problem" - if indeed it is a problem) Damage: medium (as noted, we've actually been dealing with this risk since the beginning and I think we've worked through it pretty well) Do folks disagree with my assessment of these threats, or are there other significant threats that I haven't listed here? Peter [1] https://stpeter.im/writings/essays/publicdomain.html

On 3/4/26 6:01 AM, Guus der Kinderen wrote:

As an aside, if we do pursue any kind of migration, do we need to coordinate with Cisco regarding management of the Jabber trademark agreement currently held by the XSF? That's something we may want to clarify early on to avoid surprises.

As Dave Cridland mentioned elsewhere in these threads, the trademark licensing agreement with Cisco over the JABBER trademark is indeed something to think about. However, here are several considerations: 1. Very few developers use the JABBER mark in their XMPP-related software anymore, no? Doing so was rather common in 1999 and for a few years afterward (when the XSF was still called the JSF), but that was a long time ago. Most of the existing applications date to 2004-2006: https://xmpp.org/about/xsf/jabber-trademark/approved-applications/ 2. For all I know, Cisco might not be using the JABBER mark anymore either. 3. The purpose of the trademark licensing agreement was to make it easier for all those open-source projects circa 2004 to use the JABBER mark. If the agreement lapses (preferably in a controlled way, i.e., we would contact Cisco and let them know we're shutting down old-XSF and the successor organization or project doesn't wish to take on trademark licensing), then projects and companies could continue to contact Cisco directly about licensing the trademark. Or they could simply choose a name that doesn't include the JABBER mark... Peter

Hello Peter and all, I have verified Jabber trademarks are always here and Cisco Jabber always exists: - https://www.google.com/search?q=Cisco+Jabber - https://www.cisco.com/c/en/us/products/unified-communications/jabber/index.h... - https://www.webex.com/downloads/jabber.html - https://www.webex.com/downloads/jabber/jabber-vdi.html - https://apps.apple.com/us/app/cisco-jabber/id467192391 - https://apps.apple.com/us/app/guest-access-cisco-jabber/id834663605 - https://apps.apple.com/us/app/cisco-jabber-for-intune/id1487776871 - https://apps.apple.com/us/app/cisco-jabber-for-intune/id1487776871 - https://play.google.com/store/apps/details?id=com.cisco.im - https://play.google.com/store/apps/details?id=com.cisco.im.intune - https://play.google.com/store/apps/details?id=com.cisco.im.bb - https://marketplace.microsoft.com/en-us/product/office/wa200001496 For me, if the XMPP Standards Foundation (XSF) moves of country (address changes), the previous contracts continue. It is needed to contact all entities, for example Cisco and to request an update with the new localisation, the new address. Regards, BOCQUET Ludovic ________________________________________ From: Peter Saint-Andre <stpeter@stpeter.im> Sent: Wednesday, March 4, 2026 8:33 PM To: XSF Members Subject: [Members] Re: XSF EU Legal Structure: Example Proposals On 3/4/26 6:01 AM, Guus der Kinderen wrote:

As an aside, if we do pursue any kind of migration, do we need to coordinate with Cisco regarding management of the Jabber trademark agreement currently held by the XSF? That's something we may want to clarify early on to avoid surprises.

As Dave Cridland mentioned elsewhere in these threads, the trademark licensing agreement with Cisco over the JABBER trademark is indeed something to think about. However, here are several considerations: 1. Very few developers use the JABBER mark in their XMPP-related software anymore, no? Doing so was rather common in 1999 and for a few years afterward (when the XSF was still called the JSF), but that was a long time ago. Most of the existing applications date to 2004-2006: https://xmpp.org/about/xsf/jabber-trademark/approved-applications/ 2. For all I know, Cisco might not be using the JABBER mark anymore either. 3. The purpose of the trademark licensing agreement was to make it easier for all those open-source projects circa 2004 to use the JABBER mark. If the agreement lapses (preferably in a controlled way, i.e., we would contact Cisco and let them know we're shutting down old-XSF and the successor organization or project doesn't wish to take on trademark licensing), then projects and companies could continue to contact Cisco directly about licensing the trademark. Or they could simply choose a name that doesn't include the JABBER mark... Peter

On 3/6/26 11:49 AM, eevvoor via Members wrote:

...

For me, if the XMPP Standards Foundation (XSF) moves of country (address changes), the previous contracts continue. It is needed to contact all entities, for example Cisco and to request an update with the new localisation, the new address.

That is also my legal understanding

First, I am not a lawyer. However, my understanding, based on our conversation a few years ago with the Executive Director of the Eclipse Foundation and also based on discussion that happened around the same time on the (private) open-source foundations discussion list, is that things are not so simple. Naturally, we will need to consult with lawyers about all of this, but one thing is for sure: we're not just changing our address! We need to create an entirely new E.U. organization and then shut down the U.S. organization. The new organization will have, in its new locality, the equivalent of what in the U.S. we call articles of incorporation, bylaws, and whatever other governing documents are required in the new locality. Plus entirely separate bank accounts, professional relationships with accountants and legal counsel, different board members, and so on. The address change is the least of our concerns. Once the new E.U. organization is in place, various responsibilities (e.g., the trademark licensing agreement with Cisco) and assets (e.g., XEPs, logo, monies if anything remains after paying lawyers etc.) of the old U.S. organization will be transferred via legal agreements to the new E.U. organization. As far as I can see, the previous contracts don't simply continue, because they were entered into (e.g., by Cisco) with the old U.S. organization and that organization will cease to exist. New contracts will need to be signed with the new E.U. organization. As to Cisco, the last time we had to talk with them (maybe in 2016 or 2019 when the most recent applications happened?) all the lawyers I had worked with before were gone and no one in the legal department had institutional memory of the Jabber trademark licensing agreement. It was like starting all over. I would imagine that the same thing will happen here in 2026 or whenever we get busy with this migration project. Finally, I would not assume that Cisco lawyers will necessarily want to sign a new agreement, given how infrequently this "code path" is exercised (seven years since the last appication), and how expensive lawyers are. The same holds for the XSF and its E.U. successor. Personally I am skeptical that this is worth spending time on in 2026, over twenty years since we went through all the brain damage of changing the name of the foundation from Jabber Software Foundation to XMPP Standards Foundation (thereby effectively deprecating "Jabber" in favor of "XMPP"). tl;dr Perhaps it's time to move on?? Peter

I read this as "Don't bother licensing the Jabber trademark" since we're not really using it. On Sun, 8 Mar 2026, 07:42 eevvoor via Members, <members@xmpp.org> wrote:

Dear Peter

On 3/8/26 2:34 AM, Peter Saint-Andre wrote:

...

tl;dr Perhaps it's time to move on??

You mean leave it an US organization, did I get you right?

eevvoor

Thx for the clarification. My feeling is the JABBER trademark is mainly used *orally* - but that a lot, still after so many years. On 3/8/26 2:26 PM, Peter Saint-Andre wrote:

On 3/8/26 12:46 AM, Dan Caseley wrote:

...

I read this as "Don't bother licensing the Jabber trademark" since we're not really using it.

Correct.

Existing license-holders would continue to have permission to use the JABBER mark (I believe - we'll have to check this with lawyers), but new applicants would need to talk with Cisco directly instead of working through the XSF or a successor organization.

Peter

Ciao Mario! On 3/8/26 8:57 AM, Mario Sabatino via Members wrote:

With regard to bank payments, I believe that the XSF, even as a US legal entity, could hold a bank account in Europe and appoint someone to operate it on behalf of the foundation. This solution would ease some of Peter's current burdens.

My burdens are not especially heavy. My concern is that if I die or become incapacitated there is no one else in the U.S. to ensure the continuity of the XSF with regard to banking, maintenance of our legal status, etc. Peter

Hi Mario, Thanks for those insights. I agree that having representation in both the US and the EU could have real benefits. I can see the strategic value in being present in both places. My hesitation is mostly pragmatic. My expectation is that having one domicile is a lot simpler than maintaining a structure in two jurisdictions. We have been talking about structural changes like this for several years now, but nothing has really happened yet. To me, that suggests that the available bandwidth to actually execute something like this is limited. Because of that, I worry that aiming for representation in both places might increase the complexity for the XSF. I suspect that this is not only an issue at the start, but also a long-time burden. Even if the setup works, we would still need to deal with: governance, compliance, administration, etc, etc in two legal systems. I am not sure we have the capacity to maintain that - and if we do, I wonder if that is the best utilization of the limited resources that we have available to us. So while I agree that dual representation has advantages, I wonder if those benefits outweigh the extra complexity and the risk that we end up not implementing either option well. From that perspective, focusing on a single move might simply be the more realistic way to actually get something done. Of course I am happy to be convinced otherwise, especially if there is a clear and practical path to making a dual structure work. Kind regards, Guus On Sun, Mar 8, 2026 at 6:32 PM Mario Sabatino via Members <members@xmpp.org> wrote:

domenica 8 marzo 2026 16:26, Peter Saint-Andre <stpeter@stpeter.im> ha scritto:

...

On 3/8/26 8:57 AM, Mario Sabatino via Members wrote:

...

My burdens are not especially heavy. My concern is that if I die or become incapacitated there is no one else in the U.S. to ensure the continuity of the XSF with regard to banking, maintenance of our legal status, etc.

I am not an expert in US non-profit law, but I did some research and think we need to to clearly distinguish between two functions that are different in nature: on the one hand, the registered agent, and on the other, the executive director.

The registered agent (Peter if I am not wrong is the registered agent of XSF and also the treasurer) is a figure required by the legislation of individual US states. Their function is essentially formal: they maintain an address in the state of incorporation of the foundation and receive official notifications and any legal documents on behalf of the entity. However, they do not perform any management tasks nor do they have any powers of representation or signature for the foundation. For this reason, many companies offering registered agent services expressly limit their role to receiving legal communications.

Once Peter is no longer actively involved (may God keep him healthy and alive for another 100 years!), from an organisational point of view, the most efficient solution would be to appoint a registered agent in the state of incorporation to ensure the formal continuity of the entity.

Only the registered agent needs to be resident in the United States. In fact, if I am not mistaken, the executive director of XFS in charge is not a U.S. resident. Nor does the treasurer have to be a resident of the United States.

I think it is absolutely necessary to seek advice from a US lawyer who is an expert in non-profit law.

Mario

On 3/8/26 7:26 AM, eevvoor via Members wrote:

Thx for the clarification. My feeling is the JABBER trademark is mainly used *orally* - but that a lot, still after so many years.

Sure. But under trademark law that's fair use. Someone needs to apply for a license to use the trademark only if they're going to use it in a product or company name. The trademark licensing agreement describes the different uses of the JABBER mark: https://xmpp.org/about/xsf/jabber-trademark/ Peter