Digging into drama at The Document Foundation [LWN.net]

By Joe Brockmeier
April 20, 2026

The Document Foundation (TDF) is the nonprofit entity behind the LibreOffice productivity suite. Most of the time, the software takes the spotlight, but that has changed in the past few weeks, and not for pleasant reasons. TDF has revoked foundation membership status from about 30 people who work for or have contracting status with Collabora. In response, Collabora has announced plans to focus on a "entirely new, cut-down, differentiated Collabora Office" project and reduce its involvement with LibreOffice. TDF's representatives claim that its actions were necessary to maintain the foundation's nonprofit status, while other community members assert that this is part of a power grab. The facts seem to indicate that there are legitimate issues to be addressed, but it is unclear that TDF needed to go so far as to disenfranchise all Collabora-affiliated contributors.

Membership and contribution

Understanding the current dispute requires going into the weeds of the foundation's governance, and its relationship with Collabora. TDF is a Stiftung, a type of nonprofit foundation, that was incorporated in Berlin in 2012. The foundation's objective is to support the development of open-source office software and to promote its use. To facilitate that, TDF holds LibreOffice assets such as its trademarks, as well as funds to support development, put on community events, and so forth.

Its statutes outline three bodies; the board of trustees (TDF's members), the membership committee, and the board of directors. The trustees elect the membership committee and board of directors; the membership committee oversees membership applications and renewals, as well as the board of directors elections. Note that this article quotes from the English version of the statutes provided for convenience; the German text is the legally binding version, and it is possible there are subtle differences.

To become a member, a contributor has to submit an application to the membership committee. For the application to be approved, the committee must be able to verify that a person has dedicated "more than three months of verifiable time and intellectual work" toward the foundation's goals; this can be any non-trivial programming, translation, documentation, creating marketing material, or other tasks. In addition, the applicant has to indicate that they plan to continue contributing for at least six months. If approved, the membership term lasts one year, and renewal is not automatic; those who wish to continue their membership have to apply to renew each year, and the committee can simply let a person's membership lapse.

A person does not have to be a member of the foundation to contribute to LibreOffice; but being a member is necessary to have a say in TDF governance by standing for the board, membership committee, or voting for the same. The board is responsible for deciding how the foundation's assets are used and how money is spent, which in turn influences the direction of LibreOffice overall.

Collabora's Productivity division was formed in 2013 when the company took over SUSE's LibreOffice business and the team that had worked on LibreOffice for SUSE joined the company. It committed to contribute 100% of its improvements to LibreOffice back upstream to TDF. To date, it has been the largest corporate contributor to the project. It currently offers products and services based on LibreOffice, including Collabora Online, which is a web-based office suite, a mobile version for Android or iOS, and a desktop version. The Online product has been at the center of controversy in the past and is again; LWN covered Collabora moving its development efforts away from LibreOffice Online to Collabora Online in 2020. TDF froze work on LibreOffice Online in 2022, and recently brought it out of retirement.

Public discussion

A blog post by Italo Vignoli, in response to Collabora's announcement, acknowledged that TDF had revoked membership from those affiliated with Collabora. It was fairly light on details, but said that TDF's community bylaws "require that employees of companies involved in legal disputes" with the foundation be removed from TDF's membership "because, in the past, people made decisions in the interest of their employers rather than in the interest of The Document Foundation". It did not, however, provide any detail about the nature of any legal disputes with Collabora. The hint that there might be an ongoing lawsuit between TDF and Collabora caused a great deal of speculation about what might be going on.

After the members were ejected, the board-discuss section of the foundation's Discourse forum was flooded with messages, such as this, pointedly thanking the removed members for their work on LibreOffice. In addition, Collabora's announcement ensured that the news spread quickly; however, while what had happened was widely known, why the TDF would take such action was still a mystery to many.

On April 5, Vignoli posted a follow-up titled "Let's put an end to the speculation" with additional details. He said that the organization would have liked to avoid discussing the events that led to ejecting members affiliated with Collabora.

Vignoli said that there were decisions made by previous TDF boards of directors "found to be incorrect for reasons relating to the nonprofit law" by the foundation's lawyers. The decisions in question were the awarding of contracts ("tenders") for LibreOffice work to companies that, at the time, had representatives on TDF's board of directors, and that "companies in the ecosystem" (presumably referring to Collabora and CIB) were improperly granted free use of the LibreOffice trademarks for the purpose of selling the suite through Apple and Microsoft's online stores.

In a Q&A post published on April 10, Vignoli addressed the question of legal disputes with Collabora. There is not an ongoing lawsuit, but there is mediation of some sort happening:

There are legal consultations between TDF lawyers and Collabora lawyers about situations in the past where Collabora representatives elected to the Board of Directors of The Document Foundation and with a clear Conflict of Interest have taken decision in the interest of the company and not in the interest of the non-profit foundation, creating the risk of loss of non-profit status to the foundation itself.

TDF's board has seven members as well as up to three substitute members ("deputies") who can take the place of a board member who can no longer serve for some reason. The board seated at the time period that Vignoli specified (the end of 2021 to mid-2022) included three people affiliated with the companies said to improperly benefit from board decisions: Thorsten Behrens, Michael Meeks, and Cor Nouws. At the time, Behrens was affiliated with CIB which also provides LibreOffice-based software. Meeks and Nouws were employed by Collabora. Behrens is now also employed by Collabora following his move to allotropia which later merged with Collabora in May 2025.

In response to questions via email, Behrens acknowledged that he was CEO of one of the companies that had received a trademark license to publish LibreOffice on the Windows store. TDF wanted to publish on the Apple and Windows stores but did not want to provide free downloads, he said. Thus it turned to ecosystem companies (Collabora and CIB) to do the work of putting LibreOffice in the stores. The trademark policy was changed to allow blocking "the massive amount of scam offers on those stores" around LibreOffice that were difficult for TDF to counter. The new policy, he said, allowed TDF to ask Apple and Microsoft to handle takedowns of scam offers.

So, bottom line: nobody did anything illegal, everything was done to support TDF & LibreOffice. But good intentions don't much matter, if a lawyer says you're doing it wrong - so we stopped this immediately in 2022, after we had learned about the **potential problems** with non-profit laws.

This was possible then for TDF to continue, since the work to get LibreOffice ready for the stores **had already been done by the ecosystem companies**, and it was considered less risky to do business on the stores (despite being a charity), rather than continue the [trademark] agreements.

Vignoli's blog post, however, claimed that matters raised by TDF's lawyers could have been resolved quickly, but the board failed to make any progress due to "years of discussions marked by accusations and finger-pointing". At some point, he said, German authorities requested an audit "whose results confirmed that resolving the issues was absolutely necessary to avoid losing non-profit status". According to the blog post, there were three audits; the first audit (in 2023) "raised concerns", and the second (in 2024) confirmed them.

Fortunately, the introduction of restrictive measures – such as the decision to forfeit TDF membership status of Collabora employees – and the freezing of tenders, alongside the introduction of a robust procurement policy for development, has resulted in a positive outcome for the third audit. At least, the [board of directors] has demonstrated a willingness to break the deadlock that has persisted since 2022.

TDF has not made the results of the audits public, and it is unclear if they have been widely shared with the membership; I have exchanged several emails with Vignoli and spoke to him by video chat while researching this article. In one exchange I asked if the foundation would publish the audits or even confirm the audit firms that it had worked with. He said that the foundation "cannot share the audits and names of the auditors in public". On April 17, Meeks posted an update in which he wrote that TDF is making misleading claims: "there is no confirmed misuse of funds in the most up-to-date audit".

Non-renewals

Some snippets from an audit, however, appear to have leaked out via public conversations on the forum in a discussion started by Dennis Roczek in January 2025. The topic of the discussion was the membership committee deciding not to renew the memberships of three active contributors, including Nouws and Bjoern Michaelsen; the audit results were used as part of the justification to deny renewals.

Nouws shared an email sent by Gustavo Buzzatti Pacheco that included findings from the 2023 audit report that match up with more general statements published by Vignoli. According to Pacheco, the auditor listed several problems. For example, his email stated that the audit concluded there was a misuse of funds in the amount of €20,599.62, and the board may have misused funds in previous years. In addition, he wrote that it found that the board had contacted a new law firm "to provide advice that did not serve the foundations' statutory purpose".

The problems identified in the report meant that there was a possibility that the foundation's status as a nonprofit entity could be revoked, and it could face tax payments and penalties that might jeopardize the foundation altogether. Pacheco said that, since Nouws had been involved in the decisions "that led to the unacceptably serious situation TDF faces today", the committee had chosen not to renew his membership.

Simon Phipps, who had at one time been on the membership committee and is currently serving as deputy chairperson of the board, questioned the committee's decision. He cited the membership requirements and said the only grounds in the statutes for non-renewal were "the absence of an application or the failure to indicate the intention to participate".

Board member Paolo Vecchi replied that "the bylaws provide the MC with full authority over this". Phipps argued that TDF's statutes did not grant the committee the power to withhold membership if a person met the requirements, and that expulsion of a member required a separate process with a hearing. Eyal Rozenberg pointed out that the document Vecchi cited was not valid community bylaws, and complained that the membership committee had not held a hearing or communicated its intent to expel the members. "So, they have done nothing wrong which merits an expulsion, in the sense no process within the TDF has demonstrated any such wrongdoing."

The discussion continued off and on through April 2025. At one point Vecchi argued that the situation was complex "as we have to consider the German Stock Corporation Act" for matters not clearly stated in TDF's statutes. He argued that the committee could have revoked the memberships while the individuals were on the board, "due to acts that looked like they were going pretty much against TDF's best interests", but that it had only received written confirmation of that, in the form of the audits, during the current board term.

Let's anyway evaluate the situation as if it were an expulsion, which [it] is not, and hear what the person has to say. The MC still has an audit confirming the acts that justify the expulsion so what would be the point of a hearing?

Rozenberg replied that the matter is not complex, and said that "a foundation is not a Stock Corporation". He said that Vecchi had "put quite a bit of effort in making [the situation] more complex and troubling", and called for him to be "taken out of the [board of directors] as soon as possible".

Delayed elections and new bylaws

According to the usual election schedule, TDF members were supposed to have an opportunity to elect a new board at the end of 2025, with the changes to take effect in February 2026. That has not happened, however, for reasons we will get into shortly. According to the statutes, the foundation should hold elections every two years for the board of directors and membership committee.

The board and membership committee elections are generally offset by a year; the most recent membership committee election was held in 2024. The most recent board election was held in 2023, and directors took office in February 2024. Vecchi was initially a deputy on the board; he was seated as a full member after another board member resigned. The election process should have begun in October 2025; the current board's term expired in February of this year.

The membership committee did not begin the board election process, however, and did not announce its intention to delay the election. While the election should have been ongoing, the board was working on new bylaws. In November 2025, board member Sophie Gautier announced an initial version of additional bylaws ("community bylaws") to extend TDF's statutes, which included a section dealing with revocation of membership. It included some fairly standard reasons a person might lose membership, such as abusing other members on TDF discussion forums, violating the code of conduct, and (of course) members could voluntarily notify the committee that they wish to resign for whatever reason.

The proposed bylaws also featured a somewhat unusual condition: a requirement that members affiliated with "a company/organization having a dispute or case with TDF" must resign immediately. Failing that, the committee can cancel the person's membership and block reapplication "for a suitable time frame". The nature of a dispute or case was not defined. Unsurprisingly, there was a fair amount of debate about the proposed bylaws in the announcement thread.

A final version was submitted for a vote on January 15 as a joint proposal from Gautier and Vecchi; she said that TDF urgently needed to show a change in behavior, and that the bylaws were part of that. Meeks said that it was "deeply unfortunate to vote these through in this profoundly flawed form", and that there was an important question left unanswered:

Has this text been checked and confirmed as being fully compatible with the statutes by a qualified and insured Rechtsanwalt in Germany who has suitable liability insurance and is a member of the bar?

No one, to date, has given a direct answer to that question. I posed the question to Vignoli by email; he responded that the bylaws had been reviewed "by lawyers", but did not confirm that the lawyers were practicing in Germany or licensed to practice there.

Meeks also quoted the final text of the bylaws (ODF document) which now state that members "involved in legal claims for endangering the foundation" must resign their membership by notifying the membership committee; in addition, the bylaws also state that if a member is affiliated with a company or organization involved in a legal claim, then the member must resign as well. If a member does not resign voluntarily, the membership committee can revoke the membership, and the person is not eligible to apply again "for a period of no less than three years". Meeks asked if the board could specify which organizations that would apply to and said: "It would be good to know whom the board thinks should resign from the membership before the next elections start."

Phipps objected to the vote and called for the motion to be withdrawn. It was not, and on January 19, TDF's executive director Florian Effenberger announced that the vote had passed with five in favor and one opposed, no abstentions. There was a great deal of further debate over the fact that Phipps's vote was not counted because, according to Effenberger, the vote included a conditional and was not valid.

Vignoli said in an email that the members who were removed were informed in advance with two separate messages before their memberships were revoked. "So, the suspension did not come out of the blue." He said that no one was happy about applying this new rule to the members, but it was "a necessary evil, to prevent unforeseen consequences for the foundation." The behavior of many people from both parties had led to a situation that was difficult to solve. "At the moment, the focus is on a solution, not on details (and in this case the three years of suspension are a detail, although important, but still a detail)".

Old wounds and old problems

Many of the people involved in this current situation were part of the formation of TDF and have been participating in its development since the beginning; indeed, even before its beginning, in the days before Sun Microsystems was bought by Oracle, and OpenOffice.org was sent to languish at the Apache Software Foundation. It is clear from reading the public discussions, both new and old threads, as well as communicating with people involved in TDF and those removed from its membership, that there are differing opinions about how to achieve the foundation's goals, the roles that ecosystem companies should play in developing LibreOffice, as well as some deep personal grievances between members of the various factions that have evolved over the years.

For example, in 2019 there was a plan approved by the board to create a community benefit company called The Document Collective (TDC) that would conduct "commercial activities that complement the community's work" (begins at slide 19). It was controversial at the time and never got off the ground; in July 2024, the board's decision was revoked, effectively killing it for good. But it has remained at the forefront of the current discussions.

The problems around trademark usage and use of funds stem from efforts over the years to find ways to fund LibreOffice development and effectively promote its usage in an ever-changing market. In 2020, Meeks outlined problems faced by "ecosystem companies" in a message that is worth reading in full. As he noted, he looked at the problem from a vendor's point of view, but the problems he identified are real ones that are common where open-source projects and vendors meet. Collabora has had a hard time finding ways to differentiate its products against LibreOffice in order to monetize its work to ensure that it can continue to contribute to the project.

In a discussion in 2023, Jean-Baptiste Faure complained about conflicts of interest and said that companies with members on the board of directors "should not be allowed to respond to a call for tenders from TDF". Meeks responded that the issue of conflicts of interest in awarding tenders was overstated, and that board members were "completely recused" on matters related to competing tenders and provided some context:

Let me put some rough, perhaps not already public, numbers to this - [Collabora] has bid on ~24 tenders and won ~7 - ie. under 1/3rd of them. We've been in business for ~10 years. A rough adding up of what TDF has paid in total comes to some small (single digit?) %age of both TDF's income, and Collabora's. That seems neither excessive nor under-contested to me.

In an email to me, Meeks said: "TDF are by a very long distance our worst ever customer, the staggering expense of dealing with all of this angst wipes out any commercial benefit."

Despite any angst in dealing with TDF, Collabora has had a huge hand in LibreOffice development through the years. According to a state of the project blog post published on April 9, Collabora was the largest single contributor to LibreOffice in the last 12 months based on Git data; 47 people employed by Collabora contributed 43% of the patches, while eight developers employed by TDF were responsible for 37% of the patches. Thus, TDF has effectively removed many of its most prolific contributors from any say in governance of the foundation. It has not barred them from contributing if they so choose, but it does not seem likely to motivate future contributions from individuals or Collabora.

TDF had anticipated that, however. In the "end to speculation" blog post, Vignoli said that the foundation had been "preparing for some time for Collabora's announcement, by hiring developers and exploring new partnership opportunities". LWN covered some of the tensions about hiring its own developers in 2022. Vignoli elaborated on what he meant by preparing in a post on April 17:

It would be a mistake to read the current moment as purely defensive. While managing a governance crisis that it did not choose, TDF has continued to invest in the software and the community that give the foundation its purpose.

In the past twelve months, TDF's eight staff developers contributed 4,077 patches to LibreOffice. Two additional developers have recently joined TDF staff, with one specifically assigned to LibreOffice Base, a module that has been under-resourced for years. Also, work is underway on deeper code modernization: architectural improvements that have accumulated for decades and that require sustained, focused effort rather than feature-driven patch contributions. Announcements on this work are forthcoming.

TDF's income is primarily in the form of donations; according to the public ledgers, it received more than €1,976,000 in donations in the 2025 calendar year. It spent about €590,000 on contractors ("freelancers"), and about €500,000 on employee salaries and taxes during the same period. Time will tell how the foundation's strategy to bring more development in-house works out.

It is still an open question whether TDF's nuclear option of removing all Collabora-affiliated members was actually something specifically recommended by auditors or legal counsel. Behrens does not think so, and said this in an email:

I consider the expulsion without apology of so many long-time contributors to LibreOffice to be deeply hurtful. They are also likely illegal, disproportionate & in no way useful to solve any of TDF's past or future problems. Instead, it seems to be the power-grab of a desperate & unpopular board, ahead of elections.

Vignoli's April 17 blog post, however, claims the move is "a governance safeguard doing exactly what governance safeguards are designed to do". He also said "a foundation even partially governed by the people associated with its largest commercial contributor is not a foundation but a subsidiary". That is, to say the least, an unusual view. Plenty of open-source foundations and similar bodies have representation from their largest commercial contributors. At any rate, TDF had already demonstrated the ability to block someone from serving on the membership committee despite being voted into the office by trustees.

Specifically, in 2024, the board decided not to seat Nouws on the membership committee despite the fact that he garnered enough votes. Instead, the board voted (five in favor, two against) to pass him over and appoint another candidate on the basis of conflicts of interest and Nouws's past actions. The announcement included board member László Németh's objection to the decision as a comment. He said that one of the board's directors had "bypassed official channels" to seek legal advice about whether Nouws's "past actions as a director [are] to be taken in consideration by this board to evaluate if he should ever again become [a] member of one of TDF's bodies?"

Effenberger has announced that the board will hold meetings on April 20 and April 22 for strategic planning "regarding the next steps of the LibreOffice development". Those calls will be private, but he said that the board would keep the community posted on next steps and engage in a public discussion. At some point, presumably, the membership committee should be announcing the overdue board election. Meeks said that he hopes TDF "will engage constructively in mediation" to solve the disagreements between the parties. "There have been a number of generous offers around this on the table for months or even years now. I look forward to engaging with them there."

There is little doubt that this will be an eventful year for TDF and LibreOffice. Its next election, when it finally arrives, is bound to stir up some pointed conversations. It will also be interesting to see what comes from Collabora's plans of a streamlined Collabora Office and whether it can build a community around its own fork. We will, of course, be covering things along the way.

to post comments

What a ride

Posted Apr 20, 2026 18:19 UTC (Mon) by kleptog (subscriber, #1183) [Link] (9 responses)

While reading this I was trying to figure out why a Stiftung would be getting audits relating to their charter. The equivalent Stichting in the Netherlands is also non-profit and exempt from corporation taxes but no audits for that kind of thing.

The issue appears to actually be related to the fact they are Gemeinnützigkeit, which is the status that makes donations tax deductable for the donors (equivalent to ANBI in the Netherlands). That is a stricter requirement and can lead to audits.

Or in US legal terms, this is about the IRS classification rather than the legal entity itself.

What a ride

Posted Apr 20, 2026 18:48 UTC (Mon) by rgmoore (✭ supporter ✭, #75) [Link] (8 responses)

That makes sense. I think the relevant distinction under USA law would be between a 501(c)3 charity and something like a 501(c)6 business league. Neither one pays taxes, but contributions to a charity are tax deductible, while contributions to a business league are not. It does seem like a valid worry for the tax authorities. If most of the money is coming in from businesses that direct how the money is spent and benefit from it, it looks more like a business league than like a charity. They would definitely need to show how the public benefits rather than just the member businesses.

What a ride

Posted Apr 21, 2026 6:08 UTC (Tue) by lunaryorn (subscriber, #111088) [Link] (7 responses)

I think it's worth pointing out that a Stiftung in an by itself is not exempt of any taxes. Only a Stiftung under "Gemeinnützigkeit" is exempt from corporate tax and municipal trade tax. If the TDF lost Gemeinnützigkeit it'd likely loose about 20% of its immediate income to taxes, and face a considerable drop in donations.

Since the rules around Gemeinnützigkeit are strict and , it's essential for large organisations under this status to maintain good processes and exceptional standards for governance, and, frankly, allowing employees of a company to decide upon tenders awarded to that company is neither.

What a ride

Posted Apr 21, 2026 13:18 UTC (Tue) by anselm (subscriber, #2796) [Link] (6 responses)

allowing employees of a company to decide upon tenders awarded to that company is neither.

So if there are employees of a company on the board of directors of the charitable foundation, they recuse themselves when the vote on the tenders comes up. Problem solved. It does stand to reason that in general, the major contributors to an open-source software project would have valuable insights to add to the management of the foundation that governs the project, whether they work for a commercial entity involved with the project or not, so having them on the board should not be taboo as long as any conflicts of interest are carefully handled.

(I used to be on the board of directors of a UK charity and the rule there was “Conflicts of interest are not a problem if they are disclosed up-front and the people who have a conflict do not participate in decisions where the conflict might matter”.)

What a ride

Posted Apr 21, 2026 14:39 UTC (Tue) by lunaryorn (subscriber, #111088) [Link] (5 responses)

It's not that simple, and in this aspect it's also apparently very different from how UK charities operate.

"Gemeinnützigkeit", ie, the legal status the TDF operates under to be exempt from corporate tax and trade tax, is regulated in §51-68 Abgabeordnung, which is essentially the basic German tax code.

This law has rather very requirements. Specifically, §55 requires "Selbstlosigkeit" (ie, disinterest) and specifically states:

"Die Mitglieder oder Gesellschafter (Mitglieder im Sinne dieser Vorschriften) dürfen keine Gewinnanteile und in ihrer Eigenschaft als Mitglieder auch keine sonstigen Zuwendungen aus Mitteln der Körperschaft erhalten."

Which DeepL translates to

"Members or shareholders (hereinafter referred to as ‘members’) may not receive any share of profits, nor, in their capacity as members, any other payments from the corporation's funds."

Since Stiftungen have in the past been used for tax avoidance, German tax offices and financial courts interpret this rather strictly.

As such, it's highly problematic to have employees of companies the foundation does business with in an kind of governing body if the foundation. The foundation would need very strict processes, effective controlling, and a stellar paper trail.

What a ride

Posted Apr 21, 2026 15:53 UTC (Tue) by benzea (subscriber, #96937) [Link] (1 responses)

Right, but if you read that this strictly, wouldn't you need to draw similar consequences elsewhere?

As far as I can tell, at least two board member are also doing paid work for the Stiftung. And then there are certainly employees who are also Members of the Foundation. Now, I would not say that this is necessarily problematic–after all it says "in their capacity as members", and I am certainly not claiming they got hired because they are member or because they are on the board. However, I am honestly wondering why one of these is supposedly highly problematic while the other one seems to be happening without issues.

Am I missing something simple that explains the difference?

What a ride

Posted Apr 21, 2026 16:46 UTC (Tue) by lunaryorn (subscriber, #111088) [Link]

I cannot say. In general, you'd need to take a look at the specific contracts.

However, I believe it would also be very problematic if board members were employed/contracted by the foundation while, in their capacity as board members, also having decision authority about the remuneration or scope of that employment or contract. Practically speaking, if a board member would sign both sides of their own employment contract, or do disciplinary review of themselves, that'd likely raise a red flag.

But presumably the TDF got this right, since it's one of the more obvious aspects of good governance. And then this sort of employment probably has less of a history in terms of tax evasion, so perhaps then auditors/lawyers saw it as less of an issue.

In the end, it always comes down to the foundations ability to convince tax office auditors who are very much unfamiliar with how software development in general and open source in particular work, and, a priori, suspect that the whole foundation exists primarily for tax evasion purposes, that this is not so and you're definitely spending your whole funds strictly for the charity purpose according to the foundation’s statues.

What a ride

Posted Apr 22, 2026 7:15 UTC (Wed) by tao (subscriber, #17563) [Link] (1 responses)

If both types of Stiftungen are tax exempt, why use the one that allows contributors to make tax deductions? TDF shouldn't serve as a tax loophole for companies.

What a ride

Posted Apr 22, 2026 11:58 UTC (Wed) by lunaryorn (subscriber, #111088) [Link]

They aren't. Only a foundation under "Gemeinnützigkeit", ie, the current status of the TDF, is exempt from (some) taxes. A foundation that doesn't have this status would have to pay standard corporate tax and, depending on the municipality, trade tax as well.

That said, tax exemption of donations is also a worthwhile in and by itself. If the TDF could not receive deductable donations it'd likely receive much less donations, because corporations typically only donate if they can deduct donations from their taxes.

What a ride

Posted Apr 22, 2026 12:06 UTC (Wed) by anselm (subscriber, #2796) [Link]

"Die Mitglieder oder Gesellschafter (Mitglieder im Sinne dieser Vorschriften) dürfen keine Gewinnanteile und in ihrer Eigenschaft als Mitglieder auch keine sonstigen Zuwendungen aus Mitteln der Körperschaft erhalten."

This means that the foundation may not spend its money by simply giving it to its members as opposed to putting it to the beneficial/charitable uses the foundation is set up for. In other words, the regulation is supposed to ensure that the foundation actually does the charitable thing it is meant to do, instead of enriching its members.

AFAIK, this does not preclude giving money to individual members to reimburse them for expenses they personally incurred in the course of their work for the foundation (“Aufwandsentschädigung”) nor does it preclude giving money to companies for services rendered in the pursuit of the charitable aims of the foundation. As long as there is appropriate transparency in the tendering process and any board members with a conflict of interest do not participate in the relevant decisions, this should be fine. (In particular, Collabora would not receive money from TDF “in its capacity as a member”, as per the passage above, but in its capacity as a contractor.)

Should TDF exist?

Posted Apr 20, 2026 19:34 UTC (Mon) by geofft (subscriber, #59789) [Link] (6 responses)

First off, thank you for this excellent article setting out the background.

This article reports multiple times TDF's directors claiming that certain decisions needed to be made in the best interest of TDF. However, TDF's mission is essentially to support LibreOffice development, and it's not clear to me that all of this mess and alienating the largest single contributing entity is helpful to that mission.

What I think is actually happening is that certain decisions need to be made in the best interest of maintaining TDF's existence as a charitable organization. It may well be true (subject to all the questions, of course, about what happened in the audits and which lawyers were involved) that getting rid of commercial contributors to LibreOffice is necessary to maintain the non-profit / charitable status. But the mission, one would hope, is not to maintain a legal non-profit; it is to actually accomplish some goals in the world, with the legal non-profit as a means toward that end.

If it is indeed impossible to maintain good relationships with contributors to LibreOffice, to have them involved in governance, to fund them to do work, etc. while being a charitable organization, then the obvious answer to me seems to be to renounce the charitable status and figure out some other legal structure, either a non-charitable industry association (whatever form that takes, the US would call this a 501(c)(6) instead of a 501(c)(3)) or perhaps even selling them to Collabora and then routing the proceeds plus all existing assets to some unaffiliated appropriate charitable cause, perhaps some other software non-profit in a related ecosystem. (In the US, at least, part of the deal with charitable status and the reason that only certain purposes are eligible for 501(c)(3) status is that, if the charity shuts down, funds can be permissibly sent to other legally-approved charities.)

Some time ago I looked into what it would take to set up a US 501(c)(3) for the purpose of OSS development. Apparently the IRS (the taxation department) does not look favorably on such applications, even if all the work you're doing is for the public good. I think I understand that point of view a little bit better now after seeing this mess: it seems like it would have been better for TDF to never have been allowed to exist as a charity than to end up owning important assets and not be able to permissibly do anything useful for its mission.

(To be clear, I think being in the shoes of the TDF directors would be tough and I'm not sure I would make good decisions here myself. It is very, very easy in basically all organized human endeavors to accidentally start working towards the sustained existence of the organized endeavor than the goals you set out to do. I am myself on the board of my local church, which is a 501(c)(3), and like many churches we are seeing dwindling funding compared to our maintenance costs, and it is genuinely hard to distinguish what is good for our mission vs. what is good for our existing congregation and the building we are all familiar with.)

Should TDF exist?

Posted Apr 21, 2026 4:02 UTC (Tue) by Heretic_Blacksheep (subscriber, #169992) [Link]

I'd argue that putting Collabora (and other companies with similar conflicts-of-interest) in positions on the governing boards was a bad move to begin with. I've seen way too many charitable organizations become charitable in name only because monied interests usurped the charity's mission. When you're putting out a *product* that is in near direct competition with the charity you're governing, that's an inherent conflict. It becomes impossible to differentiate the two entities since they're effectively pushing the same thing without meaningful distinction. When a company is selling *services* around a product produced by a charity or community efforts (eg not much different than RedHat's and Canonical's service products) with a value-add and support services draw, that's somewhat different.

Collaborating with the charity (and volunteer communities) at a mutually safe distance keeps everyone's hands clean. No one is blocking non-members making meaningful contributions to LibreOffice where it actually matters. Governance separation merely ensures independence of mission for both charity and company (and prevents any meaningful allegations of an inappropriate tax status as others mentioned). Sure, there's a risk the charity will go in a direction the company doesn't like, but the alternative is a charity that's not really a charity. It becomes a repository to further corporate interests with a facade of community for PR. Ultimately the whole system fails as the community abandons the charity when they no longer have any meaningful say in direction. The company (or charismatic personality - it need not be a corporation) and community is in even worse shape than before.

Should TDF exist?

Posted Apr 21, 2026 7:52 UTC (Tue) by taladar (subscriber, #68407) [Link]

The problem isn't contributions from commercial entities, the problem is contributions to commercial entities.

Should TDF exist?

Posted Apr 21, 2026 8:48 UTC (Tue) by kleptog (subscriber, #1183) [Link] (2 responses)

The standard approach to this is having a charitable foundation at the top that can accept charitable donations, and then have a wholly owned subsidiary that does the actual work. They have distinct boards and governance structures, though typically the foundation appoints the board of the subsidiary. The foundation contracts specific tasks to the subsidiary in line with the goals of the foundation, but the subsidiary can accept money from other sources to achieve goals not strictly in line with the foundation's charter.

In this case, the subsidiary could have also been shared with Collabora in a 51%/49% split. The arms length construction is very common. It also means the foundation can have no employees which removes quite a number of risks.

AIUI this was explored by TDF in 2020 but ultimately not adopted. But it probably would have avoided all this (as some people have apparently pointed out), which is precisely why this construction is so common. I understand that to technical people this extra layer seems like overkill, but it sometimes it really is best to separate the concerns legally. If you want your donations to be deductible it can be worth going through the hoops.

In NL tax deductible status is interesting for donors but doesn't really change which taxes you pay. This is clearly very country dependent. AIUI in Germany this status avoids corporation tax, whereas in NL Stichtingen never pay corporation tax. (It's tied to whether to pay dividends. If there are no dividends, corporation tax isn't meaningful.)

Should TDF exist?

Posted Apr 21, 2026 16:06 UTC (Tue) by bryan1975 (guest, #183385) [Link]

How 'recused' board members were ? Rules of Procedure list supervision of contracts, trademarks & more ...
https://wiki.documentfoundation.org/WikiAction/history/TD...

Delegating the work to a subsidiary

Posted Apr 25, 2026 2:57 UTC (Sat) by DemiMarie (subscriber, #164188) [Link]

If this would work, I think it is the only option that makes sense here.

Should TDF exist?

Posted May 5, 2026 6:49 UTC (Tue) by cpitrat (subscriber, #116459) [Link]

Exactly that. This reminds me of a french non-profit against bullying which was reporting very proudly on the progress of bullying that allowed them to grow. The president was very excited and enthusiastic about that and projecting a fiture growth like a CEO would. It felt that, too them, the idea of _eliminating_ bullying, which should have been their ideal, had become inconceivable as it would mean the end of the organization.

Another article at gnulinux.ch

Posted Apr 21, 2026 17:34 UTC (Tue) by jo42 (subscriber, #59640) [Link]

Here is another extensive article (in German) with statements from Italo Vignoli: https://gnulinux.ch/libreoffice-am-abgrund

It rhymes with my experience

Posted Apr 22, 2026 6:39 UTC (Wed) by ssmith32 (subscriber, #72404) [Link] (1 responses)

Thanks for clarifying this whole mess! It was rather hard to sort out from the posts.

All I can say that, while it doesn't repeat the details of my experience as an unpaid director on a board, my god, but it does sure rhyme with it, particularly in the contours of human behaviour and the basic forms of the back and forths (and layered, sometimes contradictory, bodies of law, where you have to sort out a precedence. I've seen bylaws with mathematical forumulas specifying obligations.. that don't actually math out).

One freaking headache after another. Regardless of the details, I do applaud Mr. Vignoli for keeping a calm and measured tone.

I, personally, think some areas of the open-source community have gotten waaay too comfortable (and, perhaps, wealthy) with corporate capture, regardless of legality. And I'll leave it at that.

It rhymes with my experience

Posted Apr 22, 2026 10:34 UTC (Wed) by bryan1975 (guest, #183385) [Link]

Doesn't clarify enough for me. :-( It's all hard to understand. I read their forums but too much in the minutes is removed.

> The board seated at the time period that Vignoli specified (the end of 2021 to mid-2022) included three people affiliated with the companies said to improperly benefit from board decisions

I searched for the company names from https://www.documentfoundation.org/board-2020-2022/ on Google. Seem some other also had a partnership or cooperation. There are some blog post. Do we know more about the business relation in the board?

> For example, in 2019 there was a plan approved by the board to create a community benefit company called The Document Collective (TDC) that would conduct "commercial activities that complement the community's work" (begins at slide 19).

https://conference.libreoffice.org/assets/Conference/Alme... lists some 2020-2022 board members.
Were they in the TDF board? Were they in the TDC company? Or were they the vendors listed on the slides? Or all of this?

All very confusing.
And very bad timing with what happens on OnlyOffice and Euro-Office.

Role of German law in this?

Posted Apr 24, 2026 5:25 UTC (Fri) by skissane (subscriber, #38675) [Link]

I wonder to what extent these issues were caused by German law in particular? If the TDF had been incorporated in the US or UK instead, would it have faced the same legal issues, or would they have been avoided?

Free Software foundations

Posted Apr 27, 2026 14:27 UTC (Mon) by paulj (subscriber, #341) [Link] (2 responses)

I think perhaps we need to rethink both the "foundation with members who (directly or indirectly) have outside, overlapping interests" and the "foundation that disburses money to employees, contractors, and/or other entities having special 'social good' / charitable tax status" elements of how a number of Free Software projects try to organise their ecosystem and make themselves sustainable. I base this on my own experience of having been 'in' a US 501(c)(3) foundation, and stories like this. My view is:

1. Trying to get many different entities, some of whom will have diverging and possibly competing interests, to ostensibly all work together under 1 "foundation" umbrella is a recipe for politics.

In times past, I thought this was a good model. Now, having seen how this works, I don't think it is good. I have seen those controlling a "foundation" also have outside commercial interests (e.g., consultancies, or businesses), and it is inevitable this will lead to tensions between members and often abuse - to greater or lesser degrees. This becomes even worse when the foundation has significant costs and must raise money - either via donations/sponsorship or else via its own commercial activities. In the case of donations/sponsorship, this may lead to unhealthy practices such as those in control of the foundation using 'gatekeeping' powers (e.g., of membership, or even of willingness to accept contributions) to apply pressure to obtain donations (this I have seen people do in the one I was involved in).

Now I think it would be better for the foundation to just be free-standing. It should employ or contract the regular developers directly. It should raise money via commercial activities ideally (at a minimum, via 0-commitment, limited-term, support contracts) - nothing else is sustainable in the long-run.

2. Such foundations should not be tax-exempt. Having seen what I've seen of numerous foundations (inc. inside one for a while), I think it's fairly obvious they exist primarily to fund developers/testers/documentation people to do the primary development work; and then sometimes a layer of management/business/marketing/events people (depending on how large). The latter layer can accrete with time and success, as is often the case with many organisational entitities.

I just don't think this deserves a special tax-free status, at least not on donations and giving tax breaks to donors. Perhaps tax-breaks on retained profits would be good - and in some jurisdictions that may be achievable via certain non-profit structures, without requiring some special 'social good' or charitable status.

If a foundation /does/ have a special 'social good' / charitable status, extending privileges, I really do think the foundation must be squeaky clean and free-standing, and go to significant lengths to avoid the messes and conflicts that arise otherwise - as described for concern #1 above.

##
I'm not an expert on this stuff. I do think some currently common ways of organising larger Free Software projects may not be right, and new projects thinking of setting up legal entities should look at doing things differently and better.

Free Software foundations

Posted Apr 27, 2026 14:36 UTC (Mon) by paulj (subscriber, #341) [Link]

And, nota bene:

"It should raise money via commercial activities ideally (at a minimum, via 0-commitment, limited-term, support contracts)"

such a support contract is a valid *cost* for those taking it up and paying it, for the purposes of offsetting against revenue raised in any commercial activities. I.e., it automatically counts against tax, without any special status, without getting into murky waters.

Free Software foundations

Posted Apr 28, 2026 9:09 UTC (Tue) by kleptog (subscriber, #1183) [Link]

>2. Such foundations should not be tax-exempt. [...] I just don't think this deserves a special tax-free status, at least not on donations and giving tax breaks to donors.

I agree with you, but this basically moves you to the other common model.

For example, you have $ZOO, which is a normal business with income and expenses. And then there is a charitable foundation called "Friends of $ZOO" which collects donations and uses them to fund certain things in $ZOO that are not really in the line of business for $ZOO, but fall in the category "public good". Funding improvements for animal enclosures for make the animals happier, for example.

The tax deductibility is not necessary for business contributions, they can write everything off as a business expense anyway. Tax deductible is mostly for individuals and at least here in NL, so that people can leave stuff in their wills without incurring inheritance tax. So if you have some project which is mostly funded by corporate contributions, the tax deductibility is just useless overhead anyway. And since one of the goals of things like CRA is to get businesses to actually pay for maintenance of F/OSS rather than free-loading, incorporation as a normal business just seems like a better plan. Businesses paying for maintenance of F/OSS is not a public good that tax exemption status is intended for,

(Now, it could be getting exemption from some municipal taxes is worth it, but even then, for businesses this would just be "cost of doing business" so I don't expect that to be a blocker.)

Expulsions and the community bylaws

Posted May 8, 2026 10:01 UTC (Fri) by einpoklum (guest, #183672) [Link]

A few more points to bear in mind:

The "Community Bylaws" under which so many of my colleagues and friends have been expelled have never gone into force. TDF statutes require that community bylaws be accepted by a vote of the trustees to go into force; no such vote was taken. I suspect our current (unelected) leadership was worried they would not win such a vote, so they just put our statutes aside and proceeded to presume to do whatever the hell they want.
Our statutes require a procedure vis-a-vis the Board of Trustees in order to expel a member. Unfortunately, the foundation has a statutes loophole which can been misused for affecting expulsions with no formal charges, no hearing, no presentation of evidence, etc. This mechanism is an annual membership renewal. The renewal was supposed to ensure that the trustees are active contributors, not just people who were active sometime in the past and are now just holding on to their status. But - technically, as a trustee you need an annual formal approval to continue your status; and a dis-approval does not have to establish or prove that you are inactive in the community. Also, even if you've been active for years and years - you still have to undergo this every year. That means that in order to "politically assassinate" someone, or to purge an undesired group, one doesn't even need to convince a momentary majority of trustees, but it is enough to influence a few members of the "Membership Committee". And since being on that committee is not a "sexy" position, and it has a tradition of doing very little and having no accountability to the board of trustees - this manipulation is quite possible.
... To this we should add that a candidate MC member who had the potential to offer some resistance, and who won a seat in the last elections, was expelled before being seated: Our Board of Directors decided to disqualify this candidate _retroactively_, after the elections had already been held. Obviously, this was severe elections tampering (whether the disqualification was justified or not). This member was then purged from the TDF Board of Trustees entirely, through the very mechanism I mentioned before, of membership non-renewal.

It must be said that the expulsion of Collabora employees from the TDF has caused extreme damage to LibreOffice already, and if it is allowed to remain in effect, i.e. if fences are not mended, that damange will become permanent and compound further. It is literally the majority of vetern developers involved with the project that are now turned away from involved with it in favor of another product and a separate codebase. It is a collosal failure of our leadership, which are either saying nothing or in some cases making petty (and invalid) excuses for splitting our community in half.

_{(Context: I am a LibreOffice contributor focused on Right-to-Left support QA and UI/UX, and a trustee since 2022. I am not associated with Collabora, Allotropia or any other commercial entity whose business involved office software)}