14 · Counsel Question Package — legal brief

The other gate. The Shariah side has a formal brief (doc 09); the legal side did not. This is it. Structured to be split and sent to three separate counsel tracks — the sections are self-contained on purpose.

This is a list of questions, not answers, and not legal advice. Where we state a position, it is our working assumption to be confirmed or corrected, not a conclusion.

To: [counsel] · From: EVA DAVA EOOD (digiwaqf) · Date: [ ]

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0. How to read this

Priority. 🔴 blocks taking money · 🟠 blocks launch · 🟡 needed before scale.

Structure in one paragraph. EVA DAVA EOOD (Bulgaria, VAT BG207945177) is an ordinary for-profit company with other unrelated businesses. It acts as temporary administrator of three money flows until two future entities exist — U21C (DIFC, tech/management company) and the Waqf (Labuan, perpetual endowment). Flow 1: SAFE investment → future equity in U21C. Flow 2: irrevocable donations that build the platform. Flow 3: donations intended to seed the Waqf corpus, held pending its establishment. Donors receive non-financial status and advisory votes over which vetted startups a committee funds. Full docs 00–13 attached.

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A. Payments, licensing & holding third-party money 🔴

Our working assumption: EVA DAVA can receive donations via Stripe as merchant of record without payments authorisation, because it collects for itself, not for third parties. We are not confident in this for Flow 3.

1. Is EVA DAVA conducting a regulated payment service? It collects funds from the public via Stripe. Flow 2 it keeps and spends. Flow 3 it holds for a purpose that does not yet exist, with a fallback to return the money or redirect it to another charity (doc 04b). Does holding Flow 3 constitute payment services, e-money issuance, escrow, or deposit-taking requiring BNB authorisation — or an exemption we can rely on?
2. If Flow 3 as designed does require authorisation, what is the cheapest lawful structure that achieves the same result — an agent-of-a-PI model, a licensed escrow/client account, a partner foundation, or simply not opening Flow 3 until the Waqf exists?
3. Merchant of record. Is EVA DAVA the correct MoR for both flows, and does Stripe's Bulgarian acceptable-use policy permit donation collection by a for-profit company that is not a registered non-profit? Have we mischaracterised the account?
4. Single bank account, segregated ledgers. Doc 03 provides segregation by accounting, not by a separate bank account. 🔴 On EVA DAVA's insolvency, do Flow 2 and Flow 3 funds fall into the estate, leaving donors as unsecured creditors?
5. Amanah is asserted; Bulgarian law is civil law. Doc 03 characterises EVA DAVA's holding as amanah (trust). Bulgarian law has no trust concept. Is there any Bulgarian construct (mandate, fiduciary deposit, earmarked purpose gift, escrow account) that gives Flow 3 donors actual insolvency protection, or is the amanah label legally empty and misleading to donors?
6. Other businesses. EVA DAVA runs unrelated commercial activity. Does commingling project funds with an operating company's balance sheet create a problem we should solve with a dedicated SPV before taking any money?

B. Donor KYC & AML 🔴

Doc 05 is written for investors (Flow 1). Donors get one paragraph (§8): sanctions screening, Stripe controls, enhanced checks above [EUR 10,000].

7. Is EVA DAVA an obliged entity under ZMIP (Bulgarian AML) for this activity, and if so under which category? Does collecting public donations trigger obligations distinct from its existing business?
8. Is doc 05 §8 adequate, or does donation collection need its own KYC/AML programme — risk assessment, internal rules filed with DANS, appointed MLRO, staff training?
9. The [EUR 10,000] threshold is our own invention. What is the correct legal basis and figure for enhanced due diligence on a donor?
10. Do we need a KYC vendor at all for Flow 2, or do Stripe's built-in controls (Radar + Identity) discharge the duty? If a vendor is needed: are there constraints on which providers a Bulgarian obliged entity may use, and does the answer differ for Flow 3 and for organisation donors?
11. Anonymous giving. The Shariah side may require an anonymous donation option (doc 09 Q31). Is anonymous donation compatible with AML, and at what ceiling?
12. Source of funds. Doc 05 §4.5 prohibits funds from "non-halal sources". Is a religiously-defined rejection criterion lawful under Bulgarian/EU non-discrimination rules, and how should it be drafted?

C. Securities & collective investment 🟠

Our working assumption: no security and no collective investment scheme, because donors receive no return, no ownership, no redemption, and voting is advisory only (docs 04 §3–§5, 13 §8). Please confirm or correct.

13. Donations + advisory votes. Donors give money and gain influence over how a pooled fund is deployed. There is no return of any kind. Does this fall outside MiFID II, AIFMD, and Bulgarian collective-investment law — or does pooling plus donor influence create a scheme regardless of the absence of return?
14. ECSPR (Regulation (EU) 2020/1503). We assume donation-based crowdfunding is out of scope (it covers lending and investment-based). Confirm — and confirm that our Qard Hasan lending out to startups (doc 11) does not pull us in.
15. Does the answer change when Flow 3 opens and donors are influencing allocation of a corpus they funded, rather than a platform they funded? (See doc 09 Q29 — the Shariah side is being asked the mirror of this.)
16. The SAFE. Doc 05 restricts it to qualified investors, privately. Confirm the Bulgarian private-placement exemption and the Prospectus Regulation Art. 1(4) analysis, the acceptable evidence of qualified status, and whether any public-facing page mentioning the raise risks being a public offer.
17. Points of contact. Investors get no votes and donors get no equity (doc 13 §3). Is that separation sufficient, or does marketing both on one website create a risk that the two are read together?

D. Gambling, lottery & consumer promotion law 🟠

No document in the package addresses this, and we think it is a real exposure.

18. Startups compete in staged "rounds" for monetary prizes (lots). Ranking is driven partly by public vote. Participation in voting is obtained by paying money (a donation). Votes expire to create urgency. There are leaderboards and tiers. Does this combination engage Bulgarian gambling law or the rules on prize competitions / promotional games?
19. Our working assumption is no — the startups pay no consideration to enter, outcomes turn on a committee decision rather than chance, and donors win nothing. Is that reasoning sound, and is it sound in every EU state we market into, or must the mechanic be geofenced or restated?
20. Does paying money to obtain votes (however framed as a donation) plus a prize pool meet the local definition of consideration, regardless of who receives the prize?

E. Consumer law & the donation terms (doc 04) 🔴

Our sharpest self-identified risk. Doc 04 §2.3 says donations are irrevocable and non-refundable. Doc 04 §4 then lists what the donor receives: status tiers, badges, community access, build updates, voting points.

21. If the donor receives benefits, is it still a gift? Or does the exchange make it a contract for services — bringing in the Consumer Rights Directive, a 14-day right of withdrawal, and rendering "irrevocable and non-refundable" unenforceable?
22. If it is a contract for services, what follows — pre-contractual information duties, the withdrawal form, the "begin performance immediately" waiver? Or should we strip the benefits from Flow 2 entirely to keep it a clean gift, and attach status/votes to something else?
23. Unfair terms (Directive 93/13). Review for unfairness: benefits described as granted "at our discretion" and "revocable" (§4); unilateral prospective amendment (§11); status that decreases on a rolling 365-day window (doc 13 §2); votes that expire unused (doc 13 §4.5); "votes cannot be withdrawn" (doc 13 §4.3).
24. Sanctions for multi-accounting — doc 13 §6.5 forfeits status and points. Is forfeiture enforceable against a consumer, and is the sanctions ladder (§6.6) proportionate?
25. "If the project fails, the donation is not refunded" (§2.3). Enforceable against a consumer who was told their money would build a specific thing that was never built?
26. Pre-launch framing. §8 says "not yet a licensed Waqf and not Shariah-certified". Is that disclosure sufficient, and does using the name "digiwaqf" and the word waqf before one lawfully exists create a misleading-commercial-practice risk?

F. Tax & VAT 🟠

EVA DAVA is a VAT-registered for-profit company, not a non-profit. We have not tested what that means for money received as "donations".

27. Corporate tax. Are Flow 2 receipts taxable income of EVA DAVA? If so the project is paying corporate tax on its own construction budget — is there a lawful structure that avoids this (a Bulgarian foundation, an SPV, cost-sharing)?
28. VAT. If donors receive status, votes and perks, is there a supply of services for consideration → VATable? Where is the line between a true donation and a consideration-bearing supply, and does §4 of doc 04 cross it?
29. Flow 3. Money held for a future entity — is it EVA DAVA's income at receipt, at transfer to the Waqf, or never? What is the tax event if the fallback triggers and funds are redirected to a third-party charity?
30. Cross-border. Donors across the EU and beyond — any registration, reporting or place-of-supply consequence?

G. Data protection 🟡

31. Lawful basis for publishing a Founders' Wall naming donors and live vote counts — consent, and is it freely given if status is the inducement?
32. Daily status recompute on a rolling window is automated profiling that changes a user's rights on the platform. Art. 22 territory, or not (no legal/similarly significant effect)?
33. Retention conflict. AML says keep records ≥5 years (doc 05 §5); GDPR says minimise. Reconcile, and confirm the privacy policy at /privacy — which predates this package — covers donations, votes and the investor CRM.
34. Special category data. Does a donor list for an explicitly Islamic project reveal religious belief (Art. 9) by inference, and what follows for the Founders' Wall and for any marketing?

H. DIFC / corporate track 🟠

35. The SAFE's core problem. EVA DAVA — a Bulgarian company — signs a DIFC-law instrument promising equity in U21C, which does not exist and which EVA DAVA does not own. What is the actual, enforceable obligation, and against whom? What happens if U21C is never incorporated, or is incorporated by someone else?
36. Is a DIFC-law SAFE between two non-DIFC parties (a Bulgarian company and, often, a non-UAE investor) valid and enforceable, and will DIAC accept the reference?
37. The Shariah-referral clause (doc 00 Part A) makes the SSB's determination binding on the tribunal. Is that enforceable at the DIFC seat, and does it survive New York Convention review at the enforcement stage in Bulgaria or elsewhere?
38. Conflict. The founder controls both the administrator (EVA DAVA) and the future U21C, and will negotiate the U21C↔Waqf service agreements with himself on both sides. What governance do we need in place before taking investor money — and is the SSB veto (doc 08 §A3) a sufficient substitute for independent directors?
39. Fee structure. Doc 09 Q10 asks the SSB whether a carry on waqf capital appreciation is permissible. Independently: is a for-profit DIFC company charging management and performance fees to a Labuan endowment it also administers workable under DIFC rules, and does U21C need a DFSA licence to do it?
40. Sequencing. Doc 02's registry and doc 07's proof of payment assume conversion mechanics that Phase 3 has not designed. Should the SAFE round wait for U21C, or is there a bridge you would recommend?

I. Labuan track (Phase 2) 🟡

41. Can a Labuan foundation validly hold a waqf corpus with perpetuity and irrevocability, and will a Bulgarian/EU donor's contribution be recognised as irrevocably transferred?
42. Substance, directors, reporting and cost of a Labuan waqf foundation; and the treaty/withholding position on sukuk and Islamic ETF income.
43. The transfer event. How do Flow 3 funds move from a Bulgarian company to a Labuan foundation without triggering tax, AML or transfer-pricing consequences?

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What we ask counsel to deliver

1. A written opinion on the 🔴 items first — A, B and E — since they block taking money.
2. A red/amber/green verdict on each attached document, with required redrafts.
3. The minimum viable lawful structure for Flow 2 to open now, and a recommendation on whether Flow 3 should exist before the Waqf does.
4. A note on which of our working assumptions above are wrong — we would rather be corrected now than after launch.

Undertaking

We are pre-launch. We will not open Flow 3, will not disburse any grant, and will not represent the project as a licensed waqf until both this package and the fatwa (doc 09) are resolved. Flow 2 and the SAFE round proceed only on the strength of section A, B and E clearances.

For EVA DAVA EOOD / digiwaqf: __________ · [name] · [date]