[Members] S is for Software once more?

Arc Riley arcriley at gmail.com
Mon Mar 21 22:23:10 UTC 2016

If you're not looking for a corporation to hold your trademarks and
copyrights, and you have no financial assets, then you don't really need a
legal entity. But sooner or later every software project needs a legal

You're confusing the Software Freedom Conservancy (SFC) from the Software
Freedom Law Center (SFLC). The SFLC spawned the SFC but they are separate
groups. Membership with the SFC does not grant SFLC status. SFLC is
available for license enforcement on a case by case basis for any free
software project, not just those under the SFC umbrella.

Yes, I'm thoroughly put off the idea of forming any kind of legal entity.
> Within the US, it'd be a significant challenge

Its actually fairly easy, I've done it a few times. Here's how to do it
(this is for anyone who might be interested in doing this for their project)

1) Get a friend or a UPS Store PO Box located in New Hampshire. The UPS
Store will be happy to forward mail monthly for the cost of shipping, or a
friend of the project can act as the registered agent to forward the 1-2
pieces of mail a year. You can also hire a commercial registered agent in
New Hampshire for a reasonable annual fee.

2) Fill out an Articles of Association. Include the 501(c)(3) boilerplate
(use the wording for an educational non-profit in the mission statement,
remaining assets must be given to a 501(c)(3) if the corporation is
dissolved, etc you can easily find this online) and signatures of 6 adult
members of the project.

3) File these in Concord, NH along with $25 filing fee. Congrats, the
non-profit corporation now exists. You need 4/6 (2/3rds) supermajority of
the people who signed the incorporation paperwork to later approve the
first bylaws (this accounts for up to 2 disappearing).

4) File for an EIN with the IRS. This is free and you get a PDF to print
out with your new EIN.

5) Take the Articles of Incorporation, a printout of the EIN, and a
printout of meeting minutes in which you are authorized by your
co-incorporators to open a bank account to a bank or credit union, open a
business checking account.

If the corporation earns less than $5000/year it can act as a 501(c)(3)
non-profit without an official ruling from the IRS, though honestly at that
level most people would just use their standard deduction vs itemized tax
write-off so it doesn't matter. IRS Form 1023-EZ can be used at this level
to get official 501(c)(3) recognition for small non-profits and is filled
out entirely online.

If your project is super small, you can skip some of these steps too - form
an unincorporated association.

Unincorporated associations are small entities (generally less than
$5000/year income) that even the state government doesn't want to bother
with. You still need bylaws and meetings, you still need an EIN (file as an
unincorporated association), but while you can open a bank account without
the incorporation paperwork you're often asked to supply additional
documentation such as bylaws.
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