August 2024 invoice architects

The Reef
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hi @reef-finance @reef-building

team building received the ‘acompte’ invoice from the architects (first 5% to pay). @alberto Could you handle the payment.
Like Richard mentionned before, they deducted the amount we already paid for previous feasibility studies, which is 2075 euro.
They also send an overview on the future amounts to pay.
Invoice ‘acompte’
overview of the future invoices

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Seen it, thanks. This is a bit of a mess, because if we pay via ASBL we lose a lot of clarity in our accounts. Let @reef-finance have a look at that, I have a half-idea.

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@alberto ,
some questions before you leave on a holiday and as you probably won’t join to the next team finance meeting…

  • is anyone else of team finance aware/understands your half-idea mentioned above?
  • is the invoice paid (i guess not) and when could it be paid (is it you and lee that can do the paiement or only you? ). With both you leaving on holiday, i have a worry we won’t make the deadline currently put in the contract (14 days). And if that is the case, i would like to give the architects a heads up about it and give some context…
  • this half-idea, could it work for the second ‘big amount’ invoice of the architects as well. Need to look it up but i guess we can expect another invoice of the architects (same amount more or less) by end of october - beginning november. If we want to handle it by the sosim, we not only need the sosim but also the bank account (which i understand takes 6 weeks). Adding six weeks to todays date, allready brings us to end of october. (and we have still the board to select,…). I talked briefly to @Lee yesterday about ‘my hack’ to get the sosim up asap (and just go with any statutes we have right now, with the goal to work on them and update them as soon as possible after the startup of the sosim). But Lee didn’t really like that idea (and proposes to sign the contract with the architects with the asbl for now), which would mean that we would need to apply your half-idea not once but probably twice.
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Thanks @els for bringing this up. OK, @reef-finance Here is the situation as I understand it:

  1. Coral is the legal vehicle we need to run the construction. Ideally, everything goes through it.
  2. Strong need for transparency, so it would be great if the entire money flow for the construction would go through Coral, and be in one place with the accounting, etc.
  3. We are still not incorporated with Coral. I checked just now, the updated statutes have not arrived yet – also we need to choose the board!
  4. After incorporation, it takes 6 weeks to open a bank account for Coral.

Proposal: two alternatives for doing this

Alternative 1 (simpler for us, less comfortable for the architects)

  1. Speed up incorporation. Certainly select the board, without waiting for my return from holidays.
  2. In order to show commitment and finance the start of the work by the architects, ask them to “separate out” a part of the work that takes place at the beginning, and to bill it to the ASBL. The trick is to do this in such a way that we do not have to refinance the ASBL, which would make an awful mess in the accounting. So an amount of 10-12K VAT included, not 30K. This would be then discounted from the future invoices.
  3. Coral signs the contract with the architects, and pays them from its own bank account. The second payment will happen, reasonably, two months from now.

Alternative 2 (more complicated for us, comfortable for the architects)

  1. Speed up incorporation. Certainly select the board, without waiting for my return from holidays.
  2. The architects invoice to Coral. Without waiting for the bank account, the founding group pays this bill pro quota from our own private bank accounts (this preserves the integrity of the accounts of the ASBL, and by implication of its board).
  3. (Technicality) We record this payment as a liability of Coral towards the current full members, compensated by a reduction in the liability towards the architects.
  4. The main problem with this solution is that it makes it harder to explain the acrobatic accounting to current and future full members. Another problem is that people need to fork our another 2-3K each without much opportunity to plan. The main advantage is that we can pay the architects the full amount.

I much prefer alternative 1, but will not block 2 if the architects insist that they want the entire 42K now.

I will not encode this invoice in the ASBL’s accounting. If we go with alternative 1, we need a smaller one. If we go with alternative 2, we need an invoice to Coral, not The Reef ASBL.

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I don’t fully agree with the problem definition, and as a result I have some questions about the list of options.

1. Needs

For me personally, these are the needs we are trying to fulfill:

  1. A good relationship with the architects on the financial front

  2. Legal and financial tidyness for our financial flows

  3. A tidy start for the société simple

  4. Efficiency and using our energy wisely

2. Implications

1, to me, means, for this bill, pay it in full now.

2, to me, means we pay as much as possible with the société simple, and also that we keep our accounting as clean and simple as possible. For me this doesn’t mean we need to be more catholic than the pope though, and, more practically, that we need a plan on what to do with the money of all the full membership fees (on the asbl’s account). Paying a small bill from the architects was always part of the plan.

3 and 4, to me, lead to a preference to a clean incorporation, with a the revised statutes, if possible.

3. Possible solution

A possible solution will probably need to be a bit murky. It could look like this:

  • Sign the contract as the asbl for now, and re-sign it as the société simple when it is ready.

  • Pay the bill from our own bank accounts.

  • Speed up incorporation as much as possible. Current deadline to consent to Board and statutes: 13 October.

What you think @reef-finance?

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I think this solution is long on need 1 and short on the other 3.

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Hi @reef-finance ,

This is the output of the discussion I had with the architects this morning.

1. Signing of the contract

  • They were absolutely flexible towards waiting to sign the contract till we have the SoSim. I said that this should be done by the end of October.
  • I thought they would need our VAT number, but in fact no. They would only need the SoSim name and the name of the representatives (= the board) to mention on the contract.

2. Changing the amount/adressee of the current invoice
It is no problem for them to replace the current invoice with

  • another one, adressing the Sosim instead of the asbl or
  • by 2 other ones, one adressed to the asbl for an amount of 10,000 euro (vat excluded) and one adressed to the sosim for the rest of the amount.

3. Payment of the current invoice
That was a harder discussion.

  • For them it’s not acceptable to wait till we have the Sosim and the bank account to pay the whole or a large amount of the current invoice.
  • What they can accept is that we pay them now an advance of 10.000 euro (vat excluded, 12.100 vat included) and towards end of October the rest of the amount

4. Conclusion on how to proceed
Matching what for them is acceptable and what works best for us, is the following (please correct if you have a different understanding).

  • We ask them to make an invoice of 10.000 euro (vat excluded) to the asbl. This invoice will need to be paid as soon as Lie’s back from holiday.
  • We wait till after the selection of the board of the Sosim on the plenary of October 12th, to have the contract signed by the board of the Sosim.
  • Once we have selected to board of Sosim and have voted on the statutes, we register the Sosim at the BCSS, so we obtain a vat number. Once we have that, we ask the architects to make an invoice of 14945 euro (vat excluded) to the Sosim.
  • The founding group pays this bill pro quota from our own private bank accounts, and this before end of October.
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Hi @els

First of all, thank you so much for the meeting abd minutes. It’s all very clear & they seem to be quite flexible so great outcomes.

In my view, all is correct, I just wonder about the first invoice of 10K which should be pay wherever @Lee is back. This would also go from our private funds pro rata or is it possible to pay from the asbl funds. If we look at the July - December 2024 budget estimations, architects bills are on a separate tab (like notary’s fees), so I guess we should use our private funds.
@RichardB , is this correct?

Thank you!

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The proposal of having a small part being paid by the asbl comes from the first proposition of Alberto:

If we would not pay via the asbl funds, then i don’t see any point in not paying the whole amount right now

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If needed, we have the bank tokens with us, so we can make payments even while still on holidays.

Looks good to me. Thumbs up, and huge thanks!

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One thing that is unclear in all this - sideways related - is how we will “empty” the account of the asbl. Adding up all full memberships fees for a complete group makes for a lot of money, that will need to be used for something. @reef-finance, do you have a plan for this?

@reef-building, can you please send a Signal message to @alberto and/or myself, so that we can take care of the payment?

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yes

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In practice, I think we will siphon off the money by using it for specific “pieces” of work going into the construction project. The invoice we are discussing now will basically clean us up already.

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This bill is now paid. So the architects have some initial funds to support their work towards the firs delivery.

Technically we should still get this process approved. Please do so in the plenary of 2024-09-30 (ping @Lee for inclusiion in the agenda). I am taking the responsibility of paying because this is just a technicality: we already agreed to pay the architects, the point was only through which vehicle, and this is a very accommodating solution for us. The architects get to waut for a big part of this invoice, the least we can do is pay quickly what we can without going into administrative hassle.

@reef-building , FYI, we paid so far two invoices to the architects (one, two) for a total amount of 14,610.75, VAT included. In my understanding, both amounts should be deducted from their first invoice. In the first message of this thread @els mentioned that the invoice they originally sent in August (confusingly, they are both numbered 24/37) had already deducted the first of these two payments, but I do not see this mentioned anywhere.

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The way I see this, this is a level 2 decision, well considered by Team Building and Team Finance (thanks for that!). I’m not sure adding this for consent to the agenda of a plenary meeting would add a lot of value, in part also because the decision is now difficult to reverse.

Therefore I would rather just go for transparency and ping all the @reeflings: please see post number 7 above, point 4 (August 2024 invoice architects - #7 by els). In a nutshell it comes down to this:

  • The preferred solution is to sign the contract with the société simple. This makes it easier to keep track of the money that the Full Members will have contributed from their own money. This approach was agreed by the architects.

  • This means that the incorporation of the société simple is now super urgent.

  • In the meantime the architects agreed to a lower advance than was foreseen, which was paid with the money of the asbl’s account.

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I unfortunatly don’t have a free agent account and i only see that one other invoice of the architects has been stored on nextcloud. But if i calculate it with the invoices i see we have stored on nextcloud, it seems correct.
What i deduct: we should have paid a 5% invoice of the total amount we will need to pay. This comes down to 27020 euro (without vat) (see this overview)
In the august invoice they only charge us 24945 euro (vat excluded), so a reduction of 2075 euro (vat excluded), which is the amount i found on the other invoice from the architects, stored on nextcloud
If i add the vat to both invoices paid, we arrive at an amount of 12,100+ 2510,75 = 14610,75, the amount you paid allready, so all good according to me.
The amount we still have to pay with the sosim is 24945 - 10.000 (vat excluded) = 14.945 (vat excluded) or 18083,45 (vat included)
Am i answering your question?

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Everyone has accounts. I see you logged into yours (address on gmx.com) for the last time on January 9th. If you need me to send you an email to reset you password, just say so!

It was not a question, more a FYI. In an ideal world the architects would indicate these numbers on their invoices, but even like this we can keep track of the status from accounting data. It will get harder when we move to Coral’s own accounting system, though.

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