# 🇮🇹 ⌐◨-◨ Nouns Renaissance — Italian Nonprofit + 501(c)(3) - Phase 1

# TL;DR

Nouns DAO needs a **compliant, globally deployable**, **tax-aware** funding and execution structure that does not require treasury surrender or governance vetoes.

The **Italian Nonprofit + U.S. 501(c)3 fiscal sponsor** structure is a strong candidate to achieve this, subject to Phase-1 legal, tax, and operational validation.

The current proposal seeks to validate this hypothesis through formal legal and tax analysis.

This is the first phase in a 3-prop sequence, structured as follows:

![](https://bafybeibvry22rm6pwf6bzehbf43o64synhdvmyxxkspe6u2kyhr7zq6wxe.ipfs.dweb.link?filename=11.jpeg)

**The aim is to foster a Renaissance of Nouns DAO, guided by four principles:**

1. Long term financial sustainability    
2. Ability to operate globally in real-world contexts   
3. Contributor safety, no new legal or fiscal risks   
4. DAO governance and treasury remain fully nounish and onchain 

---

# Benefits

Across the 3-prop sequence, the following outcomes are targeted for the DAO, its contributors, and the extended Nouns community:

| What                                           | When   | Status         | Why                                                                                                                  | Notes                                                                                                                          |
| ---------------------------------------------- | ------ | -------------- | -------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------ |
| Formal Legal Opinion                           | Prop 1 | Deliverable    | Clarifies legal and fiscal risks for DAO operators                                                                   | Written, formal document produced by boutique legal firm “Lener & Partners”                                                    |
| Tax-Feasibility Report                         | Prop 1 | Deliverable    | Legal clarity on how ETH flows could receive tax-deductible treatment, and where this is not legally viable          | A comprehensive report outlining compliant options and red lines / limits                                                      |
| Italian Nonprofit Operational Blueprint        | Prop 1 | Deliverable    | Preparatory work to establish a Nonprofit entity in Italy + full clarity on costs                                    | Italian nonprofit options, establishment requirements, and full assessment on costs                                            |
| ETH Routing Map (tax-aware)                    | Prop 1 | Target outcome | Mapping of candidate routing mechanisms to enable tax-deductible treatment of ETH inflows from Nouns’ daily auctions | Mapping of a legally compliant system, respecting DAO’s treasury and governance. Subject to legal feasibility and risk review. |
| Italian Nonprofit entity                       | Prop 2 | Deliverable    | Legal wrapper                                                                                                        | Recognised EU nonprofit structure with high international reputation, not a tax haven.                                         |
| EU bank account                                | Prop 2 | Deliverable    | Operational account of the Italian nonprofit                                                                         | Fiat donations receiver, credit/debit card, etc.                                                                               |
| US 501(c)3 Fiscal Sponsor                      | Prop 2 | Deliverable    | Fiscal sponsor to enable tax-deductible donation flows for US-based donors                                           | Account to receive both fiat and crypto donations, tax deductible for US donors.                                               |
| Dual entity structure                          | Prop 3 | Deliverable    | Greater IRL resilience across a multipolar and fragmenteted international scenario                                   | Wyoming DUNA + Italian Nonprofit (not connected, autonomous entities)                                                          |
| Public funding (fiat) for NGOs                 | Prop 3 | Target outcome | Italian nonprofit may be eligible to access EU-based public funding programs, and beyond.                            | Former public goods, charities and NGOs funding from Nouns DAO make this a concrete possibility.                               |
| Physical space                                 | Prop 3 | Deliverable    | Veracura would open its new hub for Nouns activities, events, residencies, etc.                                      | Based in Italy, Rome. In the central and vibrant neighbourhood of San Lorenzo                                                  |
| Operational reach (global)                     | Prop 3 | Deliverable    | Operational flexibility to fund projects globally, subject to applicable sanctions and regulatory constraints.       | Italian NGOs are very active globally, working closely with the EU, UN, and local governments.                                 |
| Tax deductions for ETH inflow (daily auctions) | Prop 3 | Target outcome | Tax deductions for ETH inflow (daily auctions) via US 501(c)3 fiscal sponsor                                         | The system must be first studied and stress tested during the Prop 1.                                                          |

## Expected ROI

This model is illustrative and contingent on the legal feasibility outcomes assessed in Phase 1. It is included to indicate the potential order of magnitude of economic impact, not to assert guaranteed savings.

The 21% U.S. federal tax rate is used as a simplifying assumption and will be explicitly validated or corrected as part of Phase 1 legal and tax analysis.

```
Assumptions:
• ETH inflow treated as taxable income at the entity level
• ~$600k/year recurring ETH inflow (daily auctions)
• 21% U.S. federal tax rate
• ~$126k/year current tax cost

---------------------------------------------------------
Year        Costs     Estimated entity-level   Net Result
		      tax exposure reduction
---------------------------------------------------------
Year 1      $145k              $126k           -$19k
Year 2      $75k               $126k           +$51k
Year 3      $75k               $126k           +$51k
Year 4+     $75k               $126k           +$51k / yr
---------------------------------------------------------

This analysis is illustrative and conservative, and does not 
assume any increase of daily auctions revenue or additional 
grant funding.
```

***Notes:***        

- Costs = setup (year 1) + annual maintenance   
- Savings increase if:
  - Daily auctions ETH increases, or   
  - Additional funding (e.g. EU public grants) is secured  

---

# Current Prop (Phase 1)

Recent discussions regarding the **Wyoming DUNA** have highlighted a **strong** need for legal clarity. To date, no deep regulatory analysis has been conducted to determine the most appropriate legal and tax structure for the DAO.

Also, community feedback has surfaced a key concern:

> While the Italian Nonprofit + 501(c)(3) fiscal sponsor model is promising, some operators - especially U.S.-based - are concerned about legal exposure, regulatory ambiguity, and perceived tax “workarounds.”

In response, this proposal deliberately narrows its scope to a **professional feasibility and risk assessment**, ensuring that any future execution proposal is **legally robust, governance-aligned, and safe for DAO operators across jurisdictions**.

Before opening new entities or activating tax-optimization routes, the DAO funds a **time-boxed, paid consulting phase** to:

- fully assess **legal and fiscal risks**,   
- evaluate compatibility with the **Wyoming DUNA** and the regulatory obligations applicable to U.S.-based operators,   
- suggest **risk-mitigation strategies** to ensure the DAO can remain operational globally   
- and present **clear go / no-go options** to Nouns. 

## What this proposal does not do

- Does not create entities   
- Does not move treasury funds   
- Does not implement tax treatment   
- Does not introduce governance vetoes   
- Does not enable sanctions circumvention 

This proposal funds **analysis and preparatory work, while** no new entity is created in this phase. What governance gets in Phase 1 is a clear decision memo: go, no-go, or alternatives, with written legal and tax rationale.

---

# Experts’ Team

**Salvatore Luciano Furnari,** #1681 ⌐◨-◨ - PhD, lawyer, and chartered accountant specialised in fintech, crypto assets, and DAO regulation. Head of DeFi at Lener & Partners\*. 
\****Lener & Partners** is a boutique legal firm specialized in corporate law, financial services, banking, insurance, fintech, crypto-assets, and financial market regulation.*

**Vishal Kapadia [Prop 471],** Public-goods builder for 12+ years across open systems, sustainability, and crypto. Founder of WikiRate.org. Former Growth lead at Endaoment. Founder elemental.so.

**Andrea Schiavoni,** Entrepreneur and nonprofit operator with 15+ years of experience. Founder of Veracura\*\*, providing existing Third Sector infrastructure and execution capacity.
\*\***Veracura.Network** is a pioneering model of social enterprise, with a long-standing experience in cryptophilantropy (one of the few italian nonprofits part of The Giving Block, since 2022).

**Alessandro Malventano, thecryptonomad.eth [Prop 847] -** MA in Global Studies, prev US Embassy. ‘22 Stanford DAO Symposium, Early advocate of Urbe.eth, Veracura’s Web3 lead, part of the European Decentralisation Institute (EDI).

---

# Scope & Budget of this Prop

**Total Budget Requested: $46,000**

This funds a **6-week consulting mandate** covering four workstreams (see below)

**Cost Discipline & Scope Control**

This mandate is intentionally limited in duration (6 weeks), budget ($46k), and scope.

50% deliverable upfront with the second tranche streaming to the end of the project (w4 --> End).

Unlike prior engagements, no ongoing administrative roles, salaries, or entity maintenance costs are created by this proposal.

---

# Prop Deliverables:

For efficiency, the consulting starts from a **working hypothesis**:

> *Italian Nonprofit + U.S. 501(c)(3) fiscal sponsor (The Giving Block), based on Veracura’s existing success case.*

At the end of this phase, Nouns will receive 4 **concrete deliverables**:

**1. Formal Legal Opinion**

A written legal opinion assessing structuring options for the DAO, including the interaction between the Wyoming DUNA and external nonprofit entities, and the liability exposure of DAO operators and signers.

**2. Tax Feasibility Report**

A comprehensive analysis of compliant tax and entity-structuring pathways, outlining what is and is not legally possible, the limits of fiscal sponsorship for DAOs, prior failure points and implications for DAO operators and entities across jurisdictions.

**3. Italian Nonprofit Operational Blueprint**

Preparatory work to assess and design the establishment of a nonprofit entity in Italy, including an overview of available nonprofit structures, establishment requirements, and a full assessment of setup and ongoing costs.

**4. ETH Routing for Tax Optimisation**

Assessment and mapping of whether a legally compliant mechanism could exist to enable tax-efficient or tax-deductible treatment of ETH inflows from Nouns’ daily auctions, while preserving DAO’s treasury custody and governance autonomy.

---

### Operator Safety Summary

This proposal does not expose contributors to new legal obligations, does not alter governance, does not create entities, and does not implement tax treatment.

It exists solely to give the DAO - and its operators - clear, documented answers about what is safe, unsafe, possible, or impossible.

Any structure evaluated must remain compliant with applicable U.S. and EU sanctions regimes and must not enable circumvention of such restrictions.

Any further execution would require a **separate proposal and governance vote**.

Outcome: DEFEATED