Class of
Thing |
Property |
Related Thing or
Type |
Definition |
Editorial Notes |
Synonym |
Model: FIBO-BE |
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Model Section: BusinessEntity |
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Ontology Module: LEIEntity |
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Contractually Capable Entity |
(is
Class) |
N/A |
A unique entity that is legally or
financially responsible for the performance of financial transactions or has
the legal right in its jurisdiction to enter independently into legal
contracts, regardless of whether it is incorporated or constituted in some
other way (e.g. trust, partnership, contractual). This excludes natural
persons, but includes governmental organizations and supranationals. |
Editorial
Note: Simpler definition: Entity which has the capacity to sign contracts on
its own part, whether or not the liabilities so incurred unwind to that
entity. LEI documentation: "The LEI scope (and therefore the intended
scope of "Legal Entity" in this model), is "Any legal entity
that enters into a financial transaction will be eligible for an LEI. For
example: Transacting entities; Issuing entities; Reference entities;
Reporting entities; Ultimate parent entities. Other participants in financial
transactions (including exchanges, utilities, registrars, regulators and
industry organizations) will obtain LEIs as deemed necessary in the future.
Individuals (i.e. natural persons) are excluded from LEI's scope." -
from "Legal Entity Identifier (LEI) Project Scope and Preliminary
Implementation Plan" at www.sifma.org Implications: This is any entity
which can enter into a transaction or contract, with the exception of natural
persons. ISO 17442 definition: The term "legal entities" includes,
but is not limited to, unique parties that are legally or financially
responsible for the performance of financial transactions or have the legal
right in their jurisdiction to enter independently into legal contracts,
regardless of whether they are incorporated or constituted in some other way
(e.g. trust, partnership, contractual). It excludes natural persons, but
includes governmental organizations and supranationals. Term Origin: ISO 17442 = "Legal
Entity" Definition Adapted From: ISO 17442 |
Legal Entity |
Contractually Capable Entity |
Is a |
Relative Thing |
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Contractually Capable Entity |
Contractually Capable Entity identity |
Formal Organization |
The Contractually Capable Entity is some
Formal Organization. |
Editorial
Note: This defines the entity in question as not including natural persons,
which may be contractually capable but which are not included in the scope of
Contractually Capable Entity as intended here, which is intended to reflect
the scope of entities which may be given an LEI. |
|
Contractually Capable Entity |
has agent |
Signatory |
Has a party which is able to sign contracts
on the part of the Legal Entity. |
|
|
Contractually Capable Entity |
has contractual capability |
Contractual Capability |
The capability of the entity to enter into
some contractual relationship. |
Editorial
Note: This may be entered into by the entity in its own right (if it is a
legal person), or it may be that some entity enters into the contractual
relationship on behalf of this entity via some signatory capacity. In either
case, this capacity is that of incurring potential liability regardless of
whether or not that liability unwinds to this entity or passes through to
some other. |
|
Contractually Capable Entity |
isArchetype |
true |
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Contractually Capable Entity |
recognized as such in |
Jurisdiction |
The concept of what is considered as legal
is a function of the jurisdiction in which it is recognized as being a Legal
Entity. |
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Legal Entity Identifier |
(is
Class) |
N/A |
A code which uniquely identifies a Formal
Organization and is allocated to it as a result of it being recognized as
being a Contractually Capable Entity (ISO 17442 "Legal Entity"). |
Editorial
Note: This is at variance with the name of this identifier type, but is in
line with the stated aim of the "LEI" initiative to which this
identification code refers. Term
Origin:SIFMA LEI Definition Origin:SR
Draft |
LEI |
Legal Entity Identifier |
Is a |
Organization Identification Code |
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|
Legal Entity Identifier |
identifies |
Formal Organization |
The formal organization which is identified
by the Legal Entity Identifier. ¦Scope Note: This is the assumed scope of the
LEI, namely any entity which has some contractual standing, whether or not it
is a legal entity. Includes trusts, excludes sole traders and humans. |
|
|
Legal Entity Identifier Scheme |
(is
Class) |
N/A |
The scheme under which the LEI code is
defined. |
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Legal Entity Identifier Scheme |
Is a |
Organisation Identification Scheme |
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Legal Entity Identifier Scheme |
defines |
Legal Entity Identifier |
An Legal Entity Identification code defined
in the LEI scheme. |
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Signatory |
(is
Class) |
N/A |
Some agent who has the capacity to sign
contracts on the part of some Legal Entity. |
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Signatory |
Is a |
Party |
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Signatory |
has capacity |
Signatory Capacity |
Has the capacity to sign contracts on behalf
of some entity. |
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Signatory |
Signatory must be some |
Natural Person |
The identity of the Signatory. This has to
be some natural person (some human being who has legal capacity). |
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Ontology Module: OrganizationAddress |
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Postal Address |
(is
Class) |
N/A |
A physical and postal address where
communications can be addressed, papers served or representatives located for
any kind of business entity or legal entity. |
Editorial
Note: Alternative definition (FDTF Address Reviews Aug/Sept 2011): An index
to a location to which physical communications may be delivered. Editorial
note: There are existing international standards for defining this structure.
This should be found and used. The current model is a place holder until that
material can be located and included. |
|
Postal Address |
Is a |
Address |
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Postal Address |
Is a |
Set |
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Postal Address |
is located in |
Geographical Area |
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Postal Address |
is located in |
Postcode Area |
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Postal Address |
is of |
Real Estate |
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Postal Address |
is set of |
Address Fragment |
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Ontology Module: EntityName |
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Brand Name |
(is
Class) |
N/A |
A name with or without some strong image
(usually legally defined), which identifies an organization or some part of
product or service thereof. Consensus:Review |
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Brand Name |
Is a |
Name |
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Legal Name |
(is
Class) |
N/A |
The full legal name of an entity.
Consensus:Yes |
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Legal Name |
Is a |
Name |
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Legal Name |
Full Legal Name |
text |
The text which represents the full legal
name of an entity. Consensus:Yes |
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Personal Name |
(is
Class) |
N/A |
The name of an individual person. |
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Personal Name |
Is a |
Name |
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Personal Name |
Additional Name |
text |
Additional or "middle" names given
to the person by his or her parents or derived through tradition based on
other family names. |
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Personal Name |
Family Name |
text |
The name the person derives from his or her
family |
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Personal Name |
Given Name |
text |
The name given to the person by his or her
parents and unique within their immediate family. |
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Ontology
Module: EntityGroup |
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Entities Group |
(is
Class) |
N/A |
A group of autonomous entities. |
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Entities Group |
Is a |
Collection |
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Entities Group |
has member |
Autonomous Agent |
A member of the Entities Group. This is some
Autonomous Agent. |
Editorial
Note: At this level of abstraction this is any kind of self-actualizing
entity, forming a group of some sort (not an organization, so not defined by
the properties of organizations such as pursuing some common goal over a
period of time). . |
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Model Section: BusinessOrganization |
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Ontology Module: OrganizationType |
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Club |
(is
Class) |
N/A |
An informal organization formed to pursue
some common interest among its members. |
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Club |
Is a |
Legitimate Organization |
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Crime Syndicate |
(is
Class) |
N/A |
An informal grouping formed for the purposes
of organized criminal activities. |
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Crime Syndicate |
Is a |
Illegal Organization |
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Illegal Cartel |
(is
Class) |
N/A |
A collection of companies that come together
to manipulate the market in some way. e.g. price fixing. |
Editorial
Note: |
Illicit Cartel |
Illegal Cartel |
Is a |
Illegal Organization |
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Illegal Cartel |
Illegal Cartel has member |
Formal Organization |
Some organization which is a member of the
cartel. |
Editorial
Note: Cartels are described as groups specifically of formal
organizations. |
|
Illegal Organization |
(is
Class) |
N/A |
A kind of organization which has been set up
specifically to perform illegal acts or has become such. |
Editorial
Note: Scope Note: (from SME review
sessions) This is not to do with performing illicit acts: We can narrow down
on a definition for Illicit Organization: one which has been set up
specifically to perform illicit acts or has become such. This relates to the
purpose of the organization, and the purposes of the entities which control
that entity. And the acts which the entity may perform. (definition adopted
from the above note, with Illicit changed to Illegal for clarity). Typically,
a money laundering entity may perform (will perform) legal acts and is
explicitly set up for such, but will also perform illicit acts. The
definition of illicit is framed entirely with respect to law and not
morality. |
Illicit Organization |
Illegal Organization |
Is a |
Organization |
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Illegal Organization |
mutually exclusive |
Legitimate Organization |
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Informal Organization |
(is
Class) |
N/A |
An organization which is not formally
constituted in some way. Further Notes: |
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Informal Organization |
Is a |
Organization |
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Involved Party |
(is
Class) |
N/A |
Any entity which is able to perform any
formal business Party role; an individual, a corporation, a partnership, an
association, a joint-stock company, a business trust, or an unincorporated
organization. |
Editorial
Note: Corresponds to "Party" in many technical data models. This is
any autonomous entity which may perform some role based on ownership or
similar. It excludes illicit informal organizations and non business
entities, some of which may perform some of the roles of a party. Scope Note: Was labeled as "Potential
Party" during most SME reviews. Corresponds to InvolvedParty in some
data models. Scope Note: This is
modeled as a logical union of the types of entity which are defined as being
able to exist in this role. Definition Adapted From: eCFR = Person |
|
Involved Party |
DefinitionOrigin |
http://www.ecfr.gov/cgi-bin/retrieveECFR?gp=1&SID=156b3a57ae63855b0de1b32e322c998a&ty=HTML&h=L&r=PART&n=17y2.0.1.1.8#17:2.0.1.1.8.0.17.2 |
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Involved Party |
has legal control of |
Formal Organization |
The entity has legal control over this
organization. ¦Term Origin:SMER ¦Definition Origin:SMER Consensus:Yes |
|
|
Legitimate Organization |
(is
Class) |
N/A |
An organization which exists to serve some
lawful purpose. |
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|
Legitimate Organization |
Is a |
Organization |
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Legitimate Organization |
Is a |
Involved Party |
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Formal Organization |
(is
Class) |
N/A |
Any organization with some formal
contractual standing, and with which another such organization may transact
business or engage in some activity. |
Editorial
Note: This type of entity is defined by the fact that it has some formal
contractual agreement among its principles. W3C Definition An Organization
which is recognized in the world at large, in particular in legal
jurisdictions, with associated rights and responsibilities. Examples include
a Corporation, Charity, Government or Church.
Scope Note: For simplicity we assume that the definition given above
and the FIBO definition of being something with some formal contract among
the principles, amounts to the same set of individuals. Term Origin:SR Modeling Definition Origin:SR Draft |
Business Organisation {En-uk} Firm |
Formal Organization |
Is a |
Organization |
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Formal Organization |
Is a |
Union Of Formal Organization AND Adult Human
Being |
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Formal Organization |
Is a |
Involved Party |
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Formal Organization |
author of |
Formal Controlled Document |
A formal written document authored by the
Business Organization. |
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|
Formal Organization |
constitutionally part owned by |
Involved Party |
Some entity which part owns the Formal
Organization by means of some formal instrument such as shares or stockholder
equity. |
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|
Formal Organization |
control delegated to |
Legally Delegated Authority |
The Organization which has management
control of this Organization. ¦Term Origin:SMER ¦Definition Origin:SMER
Consensus:Yes |
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|
Formal Organization |
controlled by |
Autonomous Agent |
Some entity which controls the Formal
Organization, this being some kind of autonomous agent. |
Editorial
Note: This relationship corresponds to the party relation "Entity
controlled by" and the scope of that party, by inheritance from
"Party" itself, as being any Autonomous Agent. That is, any type of
autonomous agent may be found in the role of the controlling party of some
Formal Organization (this is the most general level of any type of control;
types of de jure control may only be exerted by narrower ranges of types of
entity). |
|
Formal Organization |
entity owned by |
Entity Owning Party |
That party which is an owner, in whole or in
part of the Formal Organization. |
|
|
Formal Organization |
Formal Organization has equity |
Stockholder Equity |
The Formal Organization has some form of
Stockholder Equity. |
|
|
Formal Organization |
governed by |
Organization Covering Agreement |
The or any agreement which governs the
relationships among the principals in some formal organization. |
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|
Formal Organization |
has constitutional owning party |
Constitutional Owing Party |
Some party which has some degree of
ownership in the organization, that ownership being reflected in some formal
part of the constitutive documentation of the organization. |
Editorial
Note: Typically this would be share ownership or the holding of partnership
equity. Ownership in this "constitutional" sense means that the
owner is in some way a member of the organization, as distinct from some
outside investor. |
|
Formal Organization |
has controlling interest party |
Controlling Interest Party |
The Formal Organization is controlled in
some way by some controlling party, that is some entity which exercises such
control. |
|
|
Formal Organization |
has de facto controlling interest party |
De Facto Controlling Interest Party |
Some party which exercises some de facto
control over the Formal Organization. |
|
|
Formal Organization |
has de jure controlling interest party |
De Jure Controlling Interest Party |
The Formal Organization is legally
controlled in some way by some de jure controlling party, that is some entity
which exercises legally based control. |
|
|
Formal Organization |
has Formal Organization Member |
Formal Organization Member |
A party which is a member of the Formal
Organization. |
|
|
Formal Organization |
has global ultimate parent |
Global Ultimate Parent |
The organization which is recognized as the
ultimate parent of the company. This relationship may or may not be present,
i.e. in the case of a company which has no parent. |
Editorial
Note: In the case of companies which are a subsidiary of another company
which itself has a parent, this is the organization which sits at the top of
the hierarchy of organizations worldwide. |
|
Formal Organization |
has internal entity |
Organizational Sub Unit |
The organization has some part which is
formally defined as an Internal Entity, for example for reporting, management
or accounting purposes. |
|
|
Formal Organization |
has investment owning party |
Investment Owning Party |
Some party which has some degree of
ownership of the Formal Organization by way of its investment into some
equity in the organization. |
|
|
Formal Organization |
has majority controlling party |
Majority Controlling Party |
The parent of the company, if there is
one. |
Editorial
Note: This is usually (but not necessarily) any entity which owns a
controlling stake of >50% (50% plus one voting share or above, or
equivalent) in this company, if it is a limited company. |
|
Formal Organization |
has operating address |
Operating Business Address Relation |
The address at which the organization
carries out its business and receives correspondence relating to its business
activities. Consensus:Yes |
|
|
Formal Organization |
has operating address |
Postal Address |
Address at which the organization carries
out its operations. |
|
|
Formal Organization |
has primary address |
Primary Business Address Relation |
The primary address at which this entity is
known or does business. |
Editorial
Note: Note: definition added after the review. There is more to capture on
addresses. This includes the fact that this is the headquarters address or
head office if a company has several addresses, but the single and only
address if it only has one. |
|
Formal Organization |
has primary address |
Postal Address |
The main address at which communications to
the organization may be addressed; its headquarters address. |
|
|
Formal Organization |
has registered address |
Registered Address |
The organization has an address at which it
is registered and at which legal papers may be served on it. |
|
|
Formal Organization |
has responsible party |
Responsible Party |
Some party having some defined
responsibility in respect of the Formal Organization |
|
|
Formal Organization |
has sector classification |
Organization Industry Sector
Classification |
A classification of the business
organization in terms of the industry sector in which that business operates.
Consensus:Yes |
|
|
Formal Organization |
has significant controlling interst
party |
Significant Part Controlling Interest
Party |
Some entity which owns a significant part of
this company but not 50% or more. |
Editorial
Note: This is a relationship for "any" ownership between a lower
threshold (defined in AML regulations locally) and 50%. It is the inverse of
the Affiliate (AKA Associate) relationship. |
|
Formal Organization |
has sub unit |
Organizational Sub Unit |
The company has a branch, which is part of
that company. This may be in another country or in the country in which that
company is registered (incorporated). |
Editorial
Note: |
|
Formal Organization |
has total owner |
Total Owner |
The Formal Organization is totally owned and
therefore wholly controlled by some party having 100% ownership in it. |
Editorial
Note: This may be any entity which is capable of exercising ownership. Scope Note: By virtue of holding 100% of
the equity ownership, the Total Owner also holds 100% of the controlling
equity, if there is a difference. Therefore it is both a total owner and a
total controlling party. For this reason it is included among the control
relationships and is a specialization of the "has majority controlling
party" relationships. |
|
Formal Organization |
has trading name |
Name |
The name by which the business is known for
trading purposes. Consensus:Review |
|
|
Formal Organization |
identified by |
Organization Identification Code |
A formal, published identifier of the
business entity. |
|
|
Formal Organization |
identified by |
Legal Entity Identifier |
A formal, published identifier of the formal
organization. ¦Scope Note: This is the assumed scope of the LEI, namely any
entity which has some contractual standing, whether or not it is a legal
entity. Includes trusts, excludes sole traders and humans. |
|
|
Formal Organization |
issuer of |
Formal Controlled Document |
|
|
|
Formal Organization |
legally controlled by |
Involved Party |
The entity that has legal control over the
organization. |
Editorial
Note: Legal control stems from voting rights. Voting rights give the holder a
form of democratic control over a company. They can only exercise that
control in conjunction with shareholders.
Term Origin:SMER Definition
Origin:SMER |
|
Formal Organization |
majority controlling interest by |
Involved Party |
Entity having controlling ownership of the
Formal Organization. |
Editorial
Note: This is defined as being anything above fifty percent of the
controlling ownership, for example voting shares or contractually defined
control percentages. |
|
Formal Organization |
mutually exclusive |
Informal Organization |
|
|
|
Formal Organization |
owns |
Publicly Issued Equity |
Publicly issued equity in a company
incorporated by shares, owned by the business entity. Consensus:Review |
|
|
Formal Organization |
owns |
Stockholder Equity |
Equity in a company incorporated by shares,
owned privately or publicly by the business entity. Consensus:Review |
|
|
Formal Organization |
part owned by |
Involved Party |
The entity is owned in some part by this
kind of entity. |
Editorial
Note: This relationship corresponds to the party "Entity Owning
Party", which is defined as owning any Formal Organization, and being
itself some potential owning party, that is the union of Formal Organization,
Legal Person and legitimate organization. |
|
Formal Organization |
significant controlling interest by |
Involved Party |
Entity which has significant control of the
Formal Organization. |
Editorial
Note: This is defined as anything above a minimum threshold which is
considered significant, but up to or below 50%. |
|
Formal Organization |
some degree of control by |
Entity Controlling Party |
Some party which has some degree of control
over the organization. |
Editorial
Note: Control by this type of party is either asserted to be the case by the
entity itself or some other party, or is determined through some analysis or
calculation based on the available information about controlling interests. |
|
Formal Organization |
wholly controlled by |
Involved Party |
Entity having controlling ownership of the
Formal Organization. |
Editorial
Note: This is defined as having 100% ownership (and therefore control
ownership) of the formal Organization by whatever means is in place for
ownership in that organization. |
|
Formal Organization |
writes |
Memorandum |
A memorandum written by the organization for
example as part of the issuance process (see Issuance models). |
|
|
Ontology
Module: FormalOrganization |
|
|
|
|
|
Body Limited By Guarantee Principals Agreement |
(is
Class) |
N/A |
The formal agreement between the principals
of a Body Limited by Guarantee. |
|
|
Body Limited By Guarantee Principals Agreement |
Is a |
Organization Covering
Agreement |
|
|
|
Joint Venture |
(is
Class) |
N/A |
A formal venture between two or more
business entities. |
Editorial
Note: Detailed properties still to be modeled. This will be similar to
Partnership in that it will have two or more venture partners (need to
determine best label for these), and some formal standing. Also to research:
whether JVs are only instituted via mutual share ownership and therefore may
only be between limited companies (or may only be a limited company but may
have other types of legal person and/or legal entity as venture
partners). |
|
Joint Venture |
Is a |
Formal
Organization |
|
|
|
Organisation Identification Scheme |
(is
Class) |
N/A |
A formal scheme defining identification
codes for a business entity. |
|
|
Organisation Identification Scheme |
Is a |
Identification
Scheme |
|
|
|
Organisation Identification Scheme |
defines |
Organization
Identification Code |
An organization identification code defined
in the scheme. |
|
|
Organization Covering Agreement |
(is
Class) |
N/A |
A formal agreement between the principals in
a formal organization which covers the relationship between the principals,
and between the principals and the entity. |
Editorial
Note: Also covers the aims and purposes of the Entity. Term Origin: SR Modeling Definition Origin:SR Draft |
|
Organization Covering Agreement |
Is a |
Written Contract |
|
|
|
Organization Covering Agreement |
sets out equity terms in |
Equity Apportionment
Terms Set |
Has terms setting out the apportionment of
equity in some Formal Organization. |
|
|
Organization Covering Agreement |
sets out liability terms in |
Liability Apportionment
Terms Set |
Has terms setting out the apportionment of
liabilities for debts or other liabilities accrued by some Formal
Organization. |
|
|
Organization Industry Sector Classification |
(is
Class) |
N/A |
The classification of an organization in
terms of the industry sector in which it carries out business.
Consensus:Yes |
|
|
Organization Industry Sector Classification |
Is a |
Classification |
|
|
|
Organization Industry Sector Classification |
classifies |
Formal
Organization |
A business entity which is covered by the
classification. Consensus:Yes |
|
|
Registered Address |
(is
Class) |
N/A |
The address at which an entity is registered
and at which legal papers may be served. |
Editorial
Note: This usually has to not be a postal address (except in some
jurisdictions). So there should be a common superclass. |
|
Registered Address |
Is a |
Postal Address |
|
|
|
Organization Identification Code |
(is
Class) |
N/A |
A textual code which uniquely identifies a
formal organization Further Notes Things which may identified by this kind of
code Include but are not restructed to Legal Entity. At this most general
level, this may be the identifier for a Fund, for a Legal Entity, for a
Trust, or for the LEI scope of "Artificial Person plus Trust". |
|
|
Organization Identification Code |
Is a |
Identifier |
|
|
|
Ontology Module: OrganizationPart |
|
|
|
|
|
Branch |
(is
Class) |
N/A |
A part of a business organization or
company, identified as a branch. |
Editorial
Note: This is not a separate legal entity in its own right, but a functional
part of the entity of which it is a branch. Therefore it is identified as a
kind of "Part" as well as a kind of Business Organization. |
|
Branch |
Is a |
Organizational Sub
Unit |
|
|
|
Division |
(is
Class) |
N/A |
A part of a company. |
Editorial
Note: Various kinds of these: Line of Business - e.g. metals, plastic and so
on. |
|
Division |
Is a |
Organizational Sub
Unit |
|
|
|
Organizational Sub Unit |
(is
Class) |
N/A |
An Organization such as University Support
Unit which is part of some larger Formal Organization and only has full
recognition within the context of that Formal Organization, it is not a Legal
Entity in its own right |
|
|
Organizational Sub Unit |
Is a |
Formal
Organization |
|
|
|
Organizational Sub Unit |
is sub unit of |
Formal
Organization |
The organization is a sub-unit of a Formal
Organization and has the role and function of being a formal part of that
organization, such as a branch. |
|
|
Ontology Module: OrganizationMember |
|
|
|
|
|
Organization Member |
(is
Class) |
N/A |
Some entity which is a member of some
organization. |
|
|
Organization Member |
Is a |
Party |
|
|
|
Organization Member |
Organization Member identity |
Autonomous Agent |
Some entity which is a participant in the
organization. |
|
|
Model Section: LegalPerson |
|
|
|
|
|
Ontology Module: LegalPersonCommon |
|
|
|
|
|
Body Corporate |
(is
Class) |
N/A |
Any formal organization which can incur
liability and can be sued at law and which is not an individual human
being. |
Editorial
Note: This is an artificial legal person, that is something with legal
personhood but which has been created artificially. It is also a formal
organization (unlike for example artificial legal persons created by statute
br by royal charter). Bodies Corporate, and all non natural legal persons,
are generally created by some legal act and supported by some instrument such
as the issuance of shares or guarantees. These are what give the entity a
separate legal standing in the jurisdiction in which they are defined, and
that jurisdiction will have created the laws which allow and cause this kind
of entity to exist. |
Unnatural Person Artificial Legal
Person |
Body Corporate |
Is a |
Legal Person |
|
|
|
Body Corporate |
Is a |
Formal
Organization |
|
|
|
Body Corporate |
constituted by |
Instrument Of
Incorporation |
The instrument by which the entity is
incorporated. |
|
|
Body Corporate |
constituted in |
Jurisdiction |
The legal jurisdiction under which the legal
entity is incorporated. |
Editorial
Note: It is the laws of this jurisdiction that cause and allow the legal
entity to exist and to incur debt and be sued at law as a legal entity. |
|
Body Corporate |
domiciled in |
Country |
The country in which the Body Corporate is
officially domiciled. |
Editorial
Note: This would normally be the country corresponding to the Jurisdiction in
which the Body Corporate is incorporated. For some, primarily federal
countries, the Domicile is the country that makes up the federation while the
Jurisdiction under which the entity is registered would be that of some state
in that federation. |
|
Body Corporate |
has alias |
Name |
Any other name by which the Legal Entity is
known but which is not its usual given name or its registered formal
name. |
Editorial
Note: Added at SME Review, to meet AML requirements. |
|
Body Corporate |
has legal name |
Legal Name |
The name by which the legal entity is
referred to in legal communications. Consensus:Yes |
|
|
Body Corporate |
has obligation |
Reporting
Obligation |
Some obligation which the Body Corporate
has, in respect of reporting under some jurisdiction or regulatory
authority. |
|
|
Body Corporate |
has obligation |
Statutory Reporting
Obligation |
|
|
|
Body Corporate |
trading at postal address |
Postal Address |
|
|
|
Body Corporate |
trading at Postal Address |
Postal Address |
Address at which the Body Corporate carries
out its business. |
|
|
Body Corporate |
trading at site |
Business Site |
The address at which the entity is formally
registered. |
|
|
Body Incorporated Through Agreement |
(is
Class) |
N/A |
A body with legal personhood, incorporated
through some agreement among the principals, and without equity or guarantee
instruments which would isolate the principals from liability. |
Editorial
Note: An LLP (in the UK) is an example of this, and is also a partnership.
There, the LLP Document is the legal document which effectively constitutes
the Partnership. |
|
Body Incorporated Through Agreement |
Is a |
Body Corporate |
|
|
|
Body Incorporated With Equity |
(is
Class) |
N/A |
A body corporate which is incorporated by
means of the issuance of equity. |
|
|
Body Incorporated With Equity |
Is a |
Body Corporate |
|
|
|
Body Incorporated With Equity |
has issued equity |
Issued Equity |
The Body Incorporated by Equity is
incorporated through the issuance of some Issued Equity, which is a form of
Stockholder Equity. |
|
|
Body Incorporated With Guarantee |
(is
Class) |
N/A |
Incorporated entity without share capital,
and in which the liability of its members is limited to the amount each one
of them undertakes to contribute at the time the firm is wound up. |
Editorial
Note: The profit motive is not the prime objective of the organization. Definition Origin: InvestorWords.com |
Company Incorporated By Guarantee |
Body Incorporated With Guarantee |
Is a |
Body Corporate |
|
|
|
Body Incorporated With Guarantee |
constituted by |
Incorporation
Guarantee |
The documentation by which the Company
Limited by Guarantee is brought into existence. |
|
|
Body Incorporated With Guarantee |
DefinitionAdaptedFrom |
www.investorwords.com |
|
|
|
Body Incorporated With Guarantee |
governed by Company Limited By Guarantee
Principals Agreement |
Body Limited By
Guarantee Principals Agreement |
The company is governed by some formal
agreement between the principals. |
|
|
Body Incorporated With Guarantee |
has guarantor |
Guarantee Providing
Member |
The party which acts as a Guarantor in the
incorporation of the entity. |
|
|
Chartered Legal Person |
(is
Class) |
N/A |
A Legal Person created by some Royal Charter
or Decree. |
Editorial
Note: Would only exist in a monarchy or principaility, The monarch typically
vests the power to create such bodies, in an entity called (for example) the
Privy Council. Editorial Note: In general, companies / entities may be
created by Act of Parliament or by Royal Charter. Royal Charter is created by
the Privy Council rather than by Parliament. This would not exist in a
republic. Scope Note: Examples:
Anything with "Royal Institute" in the name. Also University
generally set up by royal charter (often pre-dating any Privy Council i.e.
directly be the monarch in the case of older universities). The Bank of
England and the British Broadcasting Council (BBC) are also incorporated
through Royal Charter. Editorial Note: Control - possibly vested in the Privy
Council unless this is only the power to set up (or to dissolve?) Further
research required. |
|
Chartered Legal Person |
Is a |
Body Corporate |
|
|
|
Company Incorporated By Guarantee |
(is
Class) |
N/A |
Incorporated firm without share capital, and
in which the liability of its members is limited to the amount each one of
them undertakes to contribute at the time the firm is wound up. ¦Definition
Origin: InvestorWords.com |
|
|
Company Incorporated By Guarantee |
Is a |
Body Incorporated With
Guarantee |
|
|
|
Company Incorporated By Guarantee |
DefinitionOrigin |
www.investorwords.com |
|
|
|
Company Incorporated By Guarantee |
has guarantor Company Owner |
Company Owner |
A Company Incorporated by Guarantee has some
guarantor which is the Company Owner |
Editorial
Note: Scope Note: Term deprecated at
later reviews. |
|
Country |
(is
Class) |
N/A |
A self-governing geopolitical entity which
is recognized as a country by the United Nations. ¦Scope Note: This class is
a surrogate for the Country class in the Foundational ontologies; modelers
may elect to relate this to Country (or equivalents e.g. Territory) in other
ontologies. |
|
|
Incorporation Guarantee |
(is
Class) |
N/A |
A guarantee which is part of the means by
which some incorporated entity is incorporated by guarantee. |
|
|
Incorporation Guarantee |
provided by |
Guarantee Providing
Member |
The party which is the provider of the
Guarantee. |
|
|
Incorporation Guarantee |
Notional Amount |
Monetary Amount |
|
|
|
Instrument Of Incorporation |
(is
Class) |
N/A |
Some legal instrument by which some legal
entity which is not a natural person is made to exist. |
Editorial
Note: This may be the issuance of shares, the existence of some agreement,
guaranties and so on. |
Memorandum and Articles |
Instrument Of Incorporation |
Is a |
Constitution |
|
|
|
Instrument Of Incorporation |
Is a |
UNION OF Instrument Of
Incorporation AND Incorporated Company Bylaw |
|
|
|
Instrument Of Incorporation |
constrains |
Company Bylaw |
The Instrument of Incorporation (being
effectively the constitution of the entity) governs and constrains the
application of the bylaws of the company. |
|
|
Instrument Of Incorporation |
governed by |
Jurisdiction |
The legal jurisdiction under which the
Instrument of Incorporation has standing. |
|
|
Instrument Of Incorporation |
Instrument URI |
uri |
The URI of the Instrument of
Incorporation. |
|
|
Legal Person |
(is
Class) |
N/A |
Any entity which can incur legal obligation
and can be sued at law. |
Editorial
Note: This includes human beings and legal persons created by means of some
legal fiction / statutory instrument, as well as the legal persons of
sovereigns and of entities created by statute or royal charter. Term Origin:Legal research Definition Origin:SMER |
Legal Entity Liable Entity |
Legal Person |
Is a |
UNION OF Human Being
AND Legal Person |
|
|
|
Legal Person |
Is a |
Autonomous Agent |
|
|
|
Legal Person |
Is a |
Involved Party |
|
|
|
Legal Person |
accepts |
Loan Borrower
Commitment |
A commitment to a loan, which the Legal
Entity accepts. |
Editorial
Note: This pair of relationships covers the relation in the data model
labeled as "accepted by" and defined between Loan Borrower Relation
(now commitment) and Person (nowLegal Entity). Term Origin:SR Modeling; PoC = accepted by
(inverse) Definition Origin:SR
Draft |
|
Legal Person |
is capable of |
Liability Capacity |
The ability of an entity to incur debt and
be sued at law. |
|
|
Legal Person |
isArchetype |
true |
|
|
|
Statutory Body |
(is
Class) |
N/A |
A legal person which is created and given
legal personhood by act of statute. |
Editorial
Note: The name exists and the meaning exists (verified) but we need to verify
that this term does correspond to this concept. Otherwise there may not be a
common name for these, since these are usually one off e.g. regulatory bodies
created by some regulatory law. Editorial note: Body Corporates may be
created by Act of Parliament - the instrument of incorporate in this case is
the statute which creates the entity. |
|
Statutory Body |
Is a |
Body Corporate |
|
|
|
Natural Person |
(is
Class) |
N/A |
A person of maturity who in the eyes of the
law is able to assume obligations. |
Editorial
Note: That is, a human being beyond the age of majority in the relevant
jurisdiction and therefore deemed capable of legal action and being sued at
law. |
|
Natural Person |
Is a |
Union Of Formal
Organization AND Adult Human Being |
|
|
|
Natural Person |
Is a |
Legal Person |
|
|
|
Natural Person |
Is a |
Adult |
|
|
|
Natural Person |
citizenship |
Country |
The country of which the person is a
citizen. |
|
|
Natural Person |
mutually exclusive |
Body Corporate |
|
|
|
Model Section: Corporation |
|
|
|
|
|
Ontology Module: CorporationCore |
|
|
|
|
|
Board Agreement |
(is
Class) |
N/A |
The agreement between members of the Board
of the Company. |
|
|
Board Agreement |
Is a |
Organization Covering
Agreement |
|
|
|
Board Agreement |
Is a |
ONE OF Incorporated
Company Bylaw OR Board Agreement |
|
|
|
Incorporated Company Legal Form Selection |
(is
Class) |
N/A |
The textual styling of the legal form of a
legally incorporated company, as referred to in the jurisdiction in which it
is incorporated and the language of that jurisdiction. |
Editorial
Note: Note that some of these may be semantically equivalent, however the
term here identifies the string of characters used in relation to the type of
company, so the underlying semantic is not relevant here. Note: this is a
fairly open ended list and not all the relevant forms are captured here at
this time. The main ones and some other examples are given. Further thought:
There are private and public forms of company, each with different words in
different jurisductions, but the same two or three basic meanings, so we
should split this list into the different semantics. |
|
Incorporated Company Legal Form Selection |
Berhad |
Malaysian limited company designation. |
|
|
|
Incorporated Company Legal Form Selection |
GmbH |
Gesellschaft mit beschränkter Haftung
(German, "Company with limited liability") |
|
|
|
Incorporated Company Legal Form Selection |
Inc |
Incorporated |
|
|
|
Incorporated Company Legal Form Selection |
Ltd |
Limited |
|
|
|
Incorporated Company Legal Form Selection |
Plc |
Public listed company |
|
|
|
Incorporated Company Legal Form Selection |
Pty |
Private limited company. |
|
|
|
Incorporated Company Legal Form Selection |
Pvt |
Private company. |
|
|
|
Joint Stock Company |
(is
Class) |
N/A |
A joint stock company (JSC) is a type of
business entity: it is a type of corporation or partnership between two
companies. Certificates of ownership (or stocks) are issued by the company in
return for each contribution, and the shareholders are free to transfer their
ownership interest at any time by selling their stockholding to others. |
Editorial
Note: There are two kinds of joint stock company. The private company kind
and the open market. The shares are usually only held by the directors and
Company Secretary. Term
Origin:Wikipedia Definition
Origin:Wikipedia |
|
Joint Stock Company |
Is a |
Incorporated
Company |
|
|
|
Privately Owned Company |
(is
Class) |
N/A |
A company whose shares are held privately,
usually by the directors or their relatives and associates. |
Editorial
Note: Wikipedia: definition for British / Commonwealth version: A private
company limited by shares is a type of company incorporated under the laws of
England and Wales, Scotland, that of certain Commonwealth countries and the
Republic of Ireland. It has shareholders with limited liability and its
shares may not be offered to the general public, unlike those of public
limited companies. |
|
Privately Owned Company |
Is a |
Incorporated
Company |
|
|
|
Privately Owned Company |
has capital |
Private Equity |
The capital issued by the company at its
formation or subsequently. Consensus:Review |
|
|
Publicly Owned Company |
(is
Class) |
N/A |
A company whose shares are traded and held
publicly. |
Editorial
Note: SME Review 16 Feb 2011. Separate "Public" in definition of
company, from publicly traded shares - not related. |
|
Publicly Owned Company |
Is a |
Incorporated
Company |
|
|
|
Publicly Owned Company |
has capital |
Publicly Issued
Equity |
Capital issued publicly by the company and
held by the public. Consensus:Review |
|
|
Publicly Owned Company |
may have capital as |
Private Equity |
Additional privately held equity in the
company, which is not held as publicly issued shares. |
|
|
UNION OF Instrument Of Incorporation AND Incorporated Company
Bylaw |
(is
Logical Union) |
N/A |
The logical union of company legal form
documents (Instrument of Incorporation, Memorandum and Articles or
equivalent) and company by-laws. |
Editorial
Note: Originally modeled for Incorporated Company (and Incorporated Company
Public Officer) only, now elevated to apply to all Bodies Corporate. |
|
Company Registration Code |
(is
Class) |
N/A |
A code which is officially allocated under a
jurisdiction in which a company is incorporated, and which is used within
that jurisdiction to identify the company. This usually has to be included in
official stationary and must always be publicly available. |
|
|
Company Registration Code |
Is a |
Registration Code |
|
|
|
Company Registration Code |
allocated under |
Jurisdiction |
The jurisdiction under which the
registration code is allocated. |
|
|
Incorporated Company |
(is
Class) |
N/A |
A company incorporated by the issue of
shares. |
Editorial
Note: |
|
Incorporated Company |
Is a |
Body Incorporated With
Equity |
|
|
|
Incorporated Company |
constituted by |
Incorporated Company
Legal Form Documentation |
The articles of association which are
defined when a registered company (specifically a company limited by the
issue of shares) is set up. |
|
|
Incorporated Company |
deemed to have parent |
Deemed Parent |
|
|
|
Incorporated Company |
deemed to have subsidiary |
Deemed Subsidiary |
|
|
|
Incorporated Company |
governed by Board Agreement |
Board Agreement |
The agreement which covers the relationships
among the Board Members and between them and the Corporation as a legal
entity. |
|
|
Incorporated Company |
has affiliate |
Affiliate |
Ownership between some minimum percentage
and majority holding. That minimum percentage is determined in local law and
may be for example 10% or 25%. |
Editorial
Note: Affiliated company: Associated or affiliated with (synonyms).
Definition from BusinessDirectory.com for Associate: Firm over which another
firm exercises a degree of control which is less than the degree of control
exercised over a subsidiary. In accounting, such control is typically taken
to mean the ownership of at least 20 percent of voting shares, and some say
in the management of the associate firm. Associated companies usually have
interlocking directorates to ensure they have common policies and
complementary objectives. Additional Notes: Uni of Melbourne: Associate in
corporations Law: one of the most important definitions in the corp law is
associate. Regulate takeovers compulsory acquisitions and other transactions.
Now 2 definitions which are not entirely consistent (one does not repeal the
other). Associate is a person in this sense.
Definition Origin: businessdictionary.com |
|
Incorporated Company |
has capital |
Shareholder Equity |
The capital issued by the company at its
formation or subsequently. |
Editorial
Note: Review comment: Participation is not necessarily a share. Ownership of
the capital. |
|
Incorporated Company |
has corporate filing obligation |
Corporate Filing
Obligation |
|
|
|
Incorporated Company |
has domestic ultimate parent |
Domestic Ultimate
Parent |
The organization which is recognized as the
ultimate parent of the company within the country or jurisdiction of
incorporation. This relationship may or may not be present, i.e. in the case
of a company which has no parent. |
Editorial
Note: In the case of companies which are a subsidiary of another company
which itself has a parent, this is the organization which sits at the top of
the hierarchy of organizations in the country of registration of the company
of which this is a property. Adapted from consensus definition of Ultimate
Parent, now that this is split into national and global parent. |
|
Incorporated Company |
has holding of another companys |
Publicly Issued
Equity |
Equity held by the company, in another
company. This is assumed to be publicly issued equity. Consensus:Review |
|
|
Incorporated Company |
has legal name |
Legal Name |
The official, legal name of the company, as
registered with the appropriate registration authority. |
Editorial
Note: This is generally used suffixed with the legal form (e.g. Ltd., Berhad)
when referring to the company for legal purposes. |
|
Incorporated Company |
has majority holding of another
companys |
Publicly Issued
Equity |
Majority Equity held by the company, in
another company. This is assumed to be publicly issued equity.
Consensus:Review |
|
|
Incorporated Company |
has majority owned subsidiary |
Wholly Owned
Subsidiary |
A company which is recognized as a majority
owned subsidiary of this company. This is where there is above 50% (50% plus
one share) ownership of the shares. Consensus:Yes |
|
|
Incorporated Company |
has registration number |
Company Registration
Code |
The official registration number of the
incorporated company in the Jurisdiction in which it is registered. |
Editorial
Note: This is used within that jurisdiction to identify the company. This
usually has to be included in official stationary and must always be publicly
available. It is possible that some jurisdictions do not insist on the
existence of such a number, so this is given as optional. |
|
Incorporated Company |
has shareholder |
Involved Party |
Some entity which part owns the Incorporated
Company by means of shares. |
|
|
Incorporated Company |
has shareholder formal organization |
Formal
Organization |
Some Formal Organization which part owns the
Incorporated Company by means of shares. |
|
|
Incorporated Company |
has ultimate beneficial owner |
Ultimate Beneficial
Owner |
The ultimate holders of the assets of a
hierarchy of companies. These may be people or other legal entities. |
Editorial
Note: Defined by law as the owning or controlling of more than (a threshold
e.g. 25% or 10% of the entity, as defined in the individual AML laws in the
applicable jurisdiction). Review: Determine whether this is any human being
or an adult human being; else OK. |
|
Incorporated Company |
headquartered at |
Primary Business
Address Relation |
The address at which the entity is
headquartered, also known as the head office of that entity.
Consensus:Review |
|
|
Incorporated Company |
Incorporated Company has some control
of |
Controlled Company |
The company has control over some company,
which is identified as a Controlled Company. |
|
|
Incorporated Company |
incorporated under |
Jurisdiction |
The legal jurisdiction under which the
Incorporated Company is incorporated. |
Editorial
Note: It is the laws of this jurisdiction that cause and allow the company to
exist and to incur debt and be sued at law as a legal entity. |
|
Incorporated Company |
is joint venture of |
Joint Venture
Partner |
synonym = |
Formal definition needed. This is something
which is a company which is not wholly or majority owned by any one other
company but is instead a joint venture i.e. 50/50 holdings or 33/33/33 etc. |
|
Incorporated Company |
is wholly owned by |
Company Total Owning
Company |
The Incorporated Company is totally owned
and therefore wholly controlled by some Formal Organization having 100%
ownership in it. |
|
|
Incorporated Company |
majority controlling interest by
company |
Over Fifty Percent
Controling Interest Company |
The parent organization of the company, if
there is one. |
Editorial
Note: This is defined as company or other Formal Organization which owns a
controlling stake of >50% (50% plus one voting share or above) in this
company. |
|
Incorporated Company |
majority controlling ownership by |
Incorporated
Company |
Incorporated Company holding over fifty
percent of the voting shares in this Incorporated Company. |
|
|
Incorporated Company |
majority voting shareholding by |
Formal
Organization |
Formal Organization holding over fifty
percent of the voting shares in this Incorporated Company. |
|
|
Incorporated Company |
part held by Shareholder |
Shareholder |
The company is owned in part by the
Shareholder. |
|
|
Incorporated Company |
significant controlling interest by
company |
Significant Part
Shareholder Company |
A Formal Organization which owns a
significant part of this company but not 50% or more. |
Editorial
Note: This is a relationship for "any" ownership between a lower
threshold (defined in AML regulations locally) and 50%. It is the inverse of
the Affiliate (AKA Associate) relationship. |
|
Incorporated Company |
significant controlling interest by
company |
Incorporated
Company |
Incorporated Company having a significant
voting ownership in the Incorporated Company. |
|
|
Incorporated Company |
significant voting shareholding by |
Formal
Organization |
Formal Organization having significant
voting ownership in the Incorporated Company. |
|
|
Incorporated Company |
some controlling interest by |
Voting Shareholder |
Some control of the Incorporated Company is
wielded by some Voting Shareholder. |
Editorial
Note: This control is by means of voting equity in the form of voting shares,
which gives the shareholder a say in the running of the company. |
|
Incorporated Company |
some controlling interest by company |
Voting Shareholding
Company |
There is some ownership of the company. This
may be anywhere between one share and 100% ownership. |
Editorial
Note: This relationship forms the basis of the relationships defined
according to specific percentages of ownership. |
|
Incorporated Company |
some controlling interest by company |
Incorporated
Company |
Company having some degree of voting
ownership in the company. |
|
|
Incorporated Company |
some voting shareholding by |
Formal
Organization |
Formal Organization having some degree of
voting ownership in the company. |
|
|
Incorporated Company |
total voting shareholding by |
Formal
Organization |
Formal Organization holding all of the
voting shares in the Incorporated Company. |
|
|
Incorporated Company |
trading as |
Name |
Alternative name/Business name by which the
entity is also known |
|
|
Incorporated Company |
trading at |
Operating Business
Address Relation |
The address at which the company trades.
This may or may not be the same as the Registered Address but is defined and
recorded separately even when they are the same. Consensus:Yes |
|
|
Incorporated Company |
wholly owned by |
Incorporated
Company |
Incorporated Company holding all of the
voting shares in the Incorporated Company. |
|
|
Incorporated Company |
Date Of Incorporation |
date |
The date of formation of the company. This
is identified as the formal date of registration in company registration
documents. |
Editorial Note: Generally
known as Date of Incorporation. |
|
Incorporated Company |
Date Of Registration |
date |
Date at which the corporation is registered
in some jurisdiction for regulatory and / or for tax purposes. |
Editorial Note: This is
analogous to a person registering for paying taxes somewhere, regardless of
their birth, citizenship and so on. |
|
Incorporated Company |
Issued Capital |
Monetary Amount |
The amount of equity in the company, which
has been issued in the form of shares (either publicly traded or privately
held). |
|
|
Incorporated Company |
Legal Form |
Incorporated Company Legal Form
Selection |
The precise form of the incorporated company
as defined in the jurisdiction in which it is registered, for example Ltd,
PLC, Corp. |
Editorial Note: Review note:
Some of these refer to companies in which shares are privately held and
others refer to companies in which shares are traded publicly. Separate
variations on this term refer to the national variants of these and perhaps
other types of company incorporated by shares. These two meanings have been
provided as sub classes of Incorporated Company. |
|
Incorporated Company |
Nominal Capital |
Monetary Amount |
The total amount of capital which the
company is authorized to issue as equity in the form of shares, according to
the company's legal documentation (Memorandum and Articles, or equivalent). |
|
|
Model Section: Partnership |
|
|
|
|
|
Ontology Module: PartnershipCommon |
|
|
|
|
|
Corporate Limited Partner |
(is
Class) |
N/A |
A limited partner in a partnership, who is
and may only be a Corporate Legal Person i.e. not a human being. |
|
|
Corporate Limited Partner |
Is a |
Limited Partner |
|
|
|
Corporate Limited Partner |
Corporate Limited Partner Identity |
Body Corporate |
That which is the Limited Partner. In this
case, this can only be a Body Corporate. |
|
|
Corporate Limited Partner Identity |
(is
Class) |
N/A |
That which is the Limited Partner. In this
case, this can only be a Body Corporate. |
|
|
Corporate Limited Partner Identity |
Is a |
Partner identity |
|
|
|
Equity Apportionment Terms Set |
(is
Class) |
N/A |
Terms setting out the apportionment of
equity in some Formal Organization. |
|
|
Formal Organization Member |
(is
Class) |
N/A |
A member of some Formal Organization. |
Editorial
Note: This party may hold some equity in the Formal Organization and may or
may not have some responsibilities or potential liabilitiy in resect of the
activities of that organization. Terms setting out the position of the member
in these and other matters are defined in the Organization Covering
Agreement, to which the Organization Member may be a signatory . |
|
Formal Organization Member |
Is a |
Organization
Member |
|
|
|
Formal Organization Member |
may hold Equity |
Stockholder Equity |
A member of a Formal Organization may hold
some portion of the Stockholder Equity in that entity. |
Editorial
Note: Whether they hold equity or not, and by what means they hold it, are
details of specific types of organization member for specific types of
organization. |
|
General Partner |
(is
Class) |
N/A |
A partner in a partnership, who holds some
part of the general partner equity and typically is jointly and severally
liable with the other partners for the liabilities incurred by that
partnership. |
|
|
General Partner |
Is a |
Partnership
Partner |
|
|
|
General Partner |
Is a |
De Jure Controlling
Interest Party |
|
|
|
General Partner |
General Partner exercises |
Constitutional De Jure
Control |
The General Partner exercises control as a
result of holding General Partner equity, which is therefore a form of
constitutional control of the entity. |
|
|
General Partner |
General Partner identity |
Natural Person |
That which is the General Partner.This can
only be a Natural Person. |
|
|
General Partner |
has capacity Liability Capacity |
Liability Capacity |
General Partner has some capacity for
liability in respect to the debts or other liabilities incurred by the
Partnership. |
|
|
General Partner |
holds General Partner Equity |
General Partner
Equity |
General Partner equity held by the General
Partner in the Partnership. |
|
|
General Partner Equity |
(is
Class) |
N/A |
Equity in a partnership held by General
Partners. This is typically accompanied by full liability capability on the
part of the holders of the equity. |
Editorial
Note: For a typical, non incorporated partnership, this is the only equity in
the entity. Other, typically incorporated partnerships may have additional
"limited" equity in addition to or instead of this. |
|
General Partner Equity |
Is a |
Partnership Equity |
|
|
|
General Partner Equity |
Is a |
Controlling Equity |
|
|
|
General Partner identity |
(is
Class) |
N/A |
That which is the General Partner.This can
only be a Natural Person. |
|
|
General Partner identity |
Is a |
Partner identity |
|
|
|
Legally Incorporated Partnership |
(is
Class) |
N/A |
Any partnership which is defined as a legal
person within a given Jurisdiction, for example a Limited Liability
Partnership (if that is a legal person). |
Editorial
Note: The precise details and definition of these may vary from one
jurisdiction to another. This type of entity is defined by being a legal
person in its own right, as distinct from the usual type of partnership where
the partners remain jointly and severally liable for debts. |
|
Legally Incorporated Partnership |
Is a |
Body Corporate |
|
|
|
Legally Incorporated Partnership |
constituted by |
Legal Partnership
Incorporation Documentation |
The legal documentation which sets out the
existence and form of the legally incorporated partnership in the terms
defined under the legislation under which it has been set up. |
|
|
Legally Incorporated Partnership |
has member |
Legally Incorporated
Partnership Member |
A member or partner in the Partnership. |
|
|
Legally Incorporated Partnership |
Date Of Incorporation |
date |
Date when the partnership was legally
registered or incorporated as a distinct legal person. Consensus:Review |
|
|
Legally Incorporated Partnership Member |
(is
Class) |
N/A |
A party which is a member or partner in a
Legally Incorporated Partnership such as an LLC or LLP. |
|
|
Legally Incorporated Partnership Member |
Incorportated Partnership Member
identity |
Legal Person |
The legal entity which is the Legally
Incorporated Partnership Member. |
|
|
Liability Apportionment Terms Set |
(is
Class) |
N/A |
Terms setting out the apportionment of
liabilities for debts or other liabilities accrued by some Formal
Organization. |
|
|
Limited Partner |
(is
Class) |
N/A |
A partner in a partnership whose liabilities
are limited to the extent of their equity holding or guarantees. |
|
|
Limited Partner |
Is a |
Partnership
Partner |
|
|
|
Limited Partner |
holds Limited Partner Equity |
Limited Partner
Equity |
Limited Partner equity held by the Limited
Partner in the Partnership. |
|
|
Limited Partner Equity |
(is
Class) |
N/A |
Equity in a partnership held by Limited
Partners. This is not accompanied by any liability capability on the part of
the holders of this equity. |
|
|
Limited Partner Equity |
Is a |
Partnership Equity |
|
|
|
Limited Partner Equity |
Is a |
Issued Equity |
|
|
|
Limited Partner Equity |
mutually exclusive |
Shareholder Equity |
|
|
|
Limited Partner Equity |
mutually exclusive |
General Partner
Equity |
|
|
|
Natural Person Limited Partner |
(is
Class) |
N/A |
A limited partner in a partnership, who is
and may only be a Natural Person i.e. a human being. |
|
|
Natural Person Limited Partner |
Is a |
Limited Partner |
|
|
|
Natural Person Limited Partner |
Natural Person Limited Partner identity |
Natural Person |
That which is the Limited Partner. In this
case, this can only be a Natural Person. |
|
|
Non Incorporated Partnership |
(is
Class) |
N/A |
A partnership in the usual sense of the
term, that is a partnership in which the partners are jointly and severally
liable for liabilities incurred by the entity. |
|
|
Non Incorporated Partnership |
Is a |
Partnership With
General Partners |
|
|
|
Non Incorporated Partnership |
mutually exclusive |
Legally Incorporated
Partnership |
|
|
|
Partnership |
(is
Class) |
N/A |
Venture in which two or more legal entities
carry out some business activities under a common identity. |
Editorial
Note: If the partnership doesn't limit the liability of the partners then the
party to the contract is a natural person. If it does, then it's an
artificial legal person (Body Corporate) - see Legally Incorporated
Partnerships. Scope Note: This term of
Partnership in the most general sense is ancestral to both of those. |
|
Partnership |
Is a |
Formal
Organization |
|
|
|
Partnership |
governed by Partnership Agreement |
Partnership
Agreement |
The agreement between partners of the
Partnership which governs the partnership as an entity. |
|
|
Partnership |
has partner |
Partnership
Partner |
Any partner in the Partnership. |
Editorial
Note: Note that nearly all partnerships have General Partners, and these are
always present in non incorporated partnerships (but absent in limited
liabilities companies which are otherwise styled as partnerships). |
|
Partnership |
has partnership equity |
Partnership Equity |
The Partnership has some Partnership Equity
in it. |
Editorial
Note: This may take one or both of two forms: General Partner Equity and
Limited Partner Equity. |
|
Partnership |
Date Trading From |
date |
Date on which the Partnership started
trading. Consensus:Review |
|
|
Partnership Agreement |
(is
Class) |
N/A |
The agreement between partners of the
Partnership. |
|
|
Partnership Agreement |
Is a |
Organization Covering
Agreement |
|
|
|
Partnership Equity |
(is
Class) |
N/A |
Equity in some Partnership. |
|
|
Partnership Equity |
Is a |
Stockholder Equity |
|
|
|
Partnership Equity |
represents an interest in Partnership |
Partnership |
The Partnership Equity represents an
interest in some Partnership. This is the Partnership in which the holder of
the equity has a stake in the growth by virtue of holding that equity. |
|
|
Partnership Incorporated By Equity |
(is
Class) |
N/A |
Incorporated partnership which is
incorporated by the issuance of equity. |
|
|
Partnership Incorporated By Equity |
Is a |
Body Incorporated With
Equity |
|
|
|
Partnership Incorporated By Equity |
Is a |
Partnership With
Limited Partners |
|
|
|
Partnership Incorporated By Equity |
has Equity Limited Partner |
Equity Holding Limited
Partner |
|
|
|
Partnership Incorporated By Equity |
mutually exclusive |
Incorporated
Company |
|
|
|
Partnership Incorporated Through Agreement |
(is
Class) |
N/A |
A partnership which has legal personhood,
but for which there is not some issuance of limited partner equity. |
Editorial
Note: An LLP (in the UK) is an example of this. In this case, the LLP
Document is the legal document which effectively constitutes the
Partnership. |
|
Partnership Incorporated Through Agreement |
Is a |
Body Incorporated
Through Agreement |
|
|
|
Partnership Incorporated Through Agreement |
Is a |
Partnership With
Limited Partners |
|
|
|
Partnership Partner |
(is
Class) |
N/A |
Any partner in a Partnership. ¦Scope Note:
This term is not referred to directly in specific kinds of partnership.
Nearly all partnerships have General Partners, while forms of (mostly legally
incorporated) partnerships have in addition Limited Partners. This term is
the common ancestor of both. |
|
|
Partnership Partner |
Is a |
Formal Organization
Member |
|
|
|
Partnership Partner |
Is a |
Constitutional Owing
Party |
|
|
|
Partnership Partner |
holds Partnership Equity |
Partnership Equity |
The equity held by the Partner in the
Partnership. |
|
|
Partnership Partner |
Partner identity |
Legal Person |
That which is the Partner.This is some Legal
Person. |
|
|
Partnership With Corporate Limited Partners |
(is
Class) |
N/A |
A partnership with limited partners
(partners whose liability is limited) and where those partners are
necessarily non natural persons (i.e. cannot be individuals). ¦Scope Note:
Example in US: "Limited Liability Company" |
|
|
Partnership With Corporate Limited Partners |
Is a |
Partnership With
Limited Partners |
|
|
|
Partnership With Corporate Limited Partners |
has corporate limited partner |
Corporate Limited
Partner |
Has some Limited Partner which is a Body
Corporate. |
|
|
Partnership With Corporate Limited Partners |
mutually exclusive |
Partnership With
Natural Person Limited Partners |
|
|
|
Partnership With General And Limited Partners |
(is
Class) |
N/A |
A partnership having both limited partners
nd general partners. |
|
|
Partnership With General And Limited Partners |
Is a |
Partnership With
Limited Partners |
|
|
|
Partnership With General And Limited Partners |
Is a |
Partnership With
General Partners |
|
|
|
Partnership With General Partners |
(is
Class) |
N/A |
A partnership which has two or more General
Partners. |
Editorial
Note: The partnership may or may not also have Limited Partners. In a typical
non incorporated partnership, it does not. General Partners of a partnership
must be natural persons. |
|
Partnership With General Partners |
Is a |
Partnership |
|
|
|
Partnership With General Partners |
has general partner |
General Partner |
A General Partner in the partnership. This
is some human person who is (jointly and severally with other such General
Partners) liable for the debts of the partnership. |
Editorial
Note: In the absence of any other type of partners, the partnership is a non
incorporated entity in which all liabilities are held jointly and severally
by the General Partners. |
|
Partnership With General Partners With Limited Liability |
(is
Class) |
N/A |
A partnership that has General Partners, but
where those General Partners have limited liability. Further Notes: This is
therefore necessarilya legal person (no-one else has liability), ¦Scope Note:
Example in some US states: Limited Liability Limited Partnership. |
|
|
Partnership With General Partners With Limited Liability |
Is a |
Partnership With
General Partners |
|
|
|
Partnership With General Partners With Limited Liability |
Is a |
Body Corporate |
|
|
|
Partnership With Limited Partners |
(is
Class) |
N/A |
A partnership having Limited Partners, that
is partners whose liabilities are limited to the extent of their equity or
guarantees. |
Editorial
Note: Possibly but not necessarily a Legal Person. If there are only Limited
Partners then this is of necessity a Legal Person (no-one else has liability
in this structure). |
|
Partnership With Limited Partners |
Is a |
Partnership |
|
|
|
Partnership With Limited Partners |
has limited partner |
Limited Partner |
Has one or more partners whose liabilities
are limited. |
|
|
Partnership With Natural Person Limited Partners |
(is
Class) |
N/A |
A partnership with limited partners
(partners whose liability is limited) and where those partners are
necessarily natural persons (i.e. cannot be corporates). ¦Scope Note: Example
in US: "Limited Liability Partnership" |
|
|
Partnership With Natural Person Limited Partners |
Is a |
Partnership With
Limited Partners |
|
|
|
Partnership With Natural Person Limited Partners |
has natural person limited partner |
Natural Person Limited
Partner |
Has some Limited Partner which is a Natural
Person. |
|
|
Partnership With Only Limited Partners |
(is
Class) |
N/A |
A Partnership having Limited Partners but no
General Partners. |
|
|
Partnership With Only Limited Partners |
Is a |
Partnership With
Limited Partners |
|
|
|
Partnership With Only Limited Partners |
Is a |
Body Corporate |
|
|
|
Partnership With Only Limited Partners |
mutually exclusive |
Partnership With
General And Limited Partners |
|
|
|
Model
Section: Trust |
|
|
|
|
|
Ontology Module: TrustCommon |
|
|
|
|
|
Beneficiary |
(is
Class) |
N/A |
The Beneficiary of the Trust |
|
|
Beneficiary |
Is a |
Organization
Member |
|
|
|
Trust Agreement |
(is
Class) |
N/A |
The formal contract by which the Trust
exists. |
Editorial
Note: See also Deed. These are distinct from Contracts in that they impose
obligations but without necessarily reciprocating rights. |
Trust Deed |
Trust Agreement |
Is a |
Organization Covering
Agreement |
|
|
|
Trust Agreement |
defines beneficiary |
Beneficiary |
The party formally identified in the Trust
Agreement as the Beneficiary. |
|
|
Trust Agreement |
defines trustee party |
Trustee |
The party formally identified in the Trust
Agreement as the Trustee. |
|
|
Trust Agreement |
defines trustor party |
Trustor |
The party formally identified in the Trust
Agreement as the Sponsor. |
|
|
Trust Fund Manager |
(is
Class) |
N/A |
Trust Fund Manager acts on behalf of the
Trustee to manage the assets of the Trust. |
|
|
Trust Fund Manager |
Is a |
Organization
Member |
|
|
|
Trust Fund Manager |
Fund Manager identity |
Legal Person |
The entity which fulfills the role of the
Trust Fund Manager |
|
|
Trust Fund Trust |
(is
Class) |
N/A |
A trust which forms the basis for a
fund. |
Editorial
Note: The fund is identified as being a kind of Trust Fund. |
|
Trust Fund Trust |
Is a |
Trust |
|
|
|
Trust Fund Trust |
has beneficiary |
Fund Unit holder |
Some unit holder in the Trust Fund |
|
|
Trust Fund Trust |
has fund manager |
Trust Fund Manager |
The party which is the manager of the Trust
Fund. |
|
|
Trust Fund Trust |
unit holder |
Legal Person |
The holder of units in a trust. |
Editorial
Note: This is a legal entity. REVIEW: This term was added during some early
discussions of Funds (pre 2012). Need to determine whether this is something
that exists for all Trusts (probably not), or if it is a fact about specific
kinds of trusts that are used in funds / CIV, in which case there would be a
sub-class of Trust with this property. |
|
Trustee |
(is
Class) |
N/A |
The Trustee of the Trust |
|
|
Trustee |
Is a |
Organization
Member |
|
|
|
Trustee |
Is a |
Contract Party |
|
|
|
Trustee |
Trustee identity |
Legal Person |
The entity which fulfills the role of the
Trustee. |
|
|
Trustor |
(is
Class) |
N/A |
The sponsor of the Trust. |
|
|
Trustor |
Is a |
Organization
Member |
|
|
|
Trustor |
Is a |
Contract Party |
|
|
|
Trust |
(is
Class) |
N/A |
A fiduciary relationship in which one party,
known as a trustor, gives another party, the trustee, the right to hold title
to property or assets for the benefit of a third party, the beneficiary. |
Editorial
Note: This is a legal agreement between parties that someone owns, and is
thereby an asset that they own. They can be taxed on this as any other asset.
There are generally accepted things such as the source of funds that will
determine who the revenue agency will go after. |
|
Trust |
Is a |
Formal
Organization |
|
|
|
Trust |
governed by Trust Agreement |
Trust Agreement |
The agreement which governs the
relationships among the principals in the Trust. |
|
|
Trust |
has party Beneficiary |
Beneficiary |
Has a Beneficiary of the Trust |
|
|
Trust |
has party Sponsor |
Trustor |
Has a sponsor of the Trust. |
|
|
Trust |
has party Trustee |
Trustee |
Has a Trustee of the Trust |
|
|
Model Section: OwnershipAndControl |
|
|
|
|
|
Ontology Module: OwnershipParty |
|
|
|
|
|
Beneficial Owner |
(is
Class) |
N/A |
Some entity which owns some stake in the
company (voting or non voting) and exercises some control either through that
ownership or by some other means. |
Editorial
Note: This covers entities which have any kind of control. From World Bank
Report: "In identifying the beneficial owner, the focus should be on two
factors: the control exercised and the benefit derived. Control of a
corporate vehicle will always depend on context, as control can be exercised
in many different ways, including through ownership, contractually or
informally." |
|
Beneficial Owner |
Is a |
Shareholder |
|
|
|
Constitutional Owing Party |
(is
Class) |
N/A |
A party which owns some equity stake in some
entity, which is some part of the formal equity make-up of that entity, such
as shares or general partner equity. |
|
|
Constitutional Owing Party |
Is a |
Entity Owning
Party |
|
|
|
Constitutional Owing Party |
holds some Stockholder Equity |
Stockholder Equity |
A Constitutional Owning Party is defined as
such by the fact that they hold some portion of the Stockholder Equity in
that entity. |
|
|
Controlling Equity |
(is
Class) |
N/A |
Equity which brings with it some form of de
jure control of the entity in which it represents and interest. |
|
|
Controlling Equity |
Is a |
Stockholder Equity |
|
|
|
Controlling Equity |
confers |
De Jure Controlling
Interest |
The equity confers some controlling interest
on the holder of that equity. |
|
|
Entity Ownership Context |
(is
Class) |
N/A |
The context of ownership by some party of an
interest in some Formal Organization. |
|
|
Entity Ownership Context |
Is a |
Ownership |
|
|
|
Entity Ownership Context |
involves Entity Owning Party |
Entity Owning
Party |
Entity ownership involves some party which
is identified as an Entity Owning Party. |
|
|
Entity Owning Party |
(is
Class) |
N/A |
A party having some ownership in some
entity. |
Editorial
Note: This is not the same meaning as being some owner of some asset. Rather,
this is some party which partakes in the ownership of some kind of entity (a
business entity or a legal entity for example) via some mechanism such as the
ownership of equity in that entity. |
|
Entity Owning Party |
Is a |
Owner |
|
|
|
Entity Owning Party |
Entity Owning Party identity |
Involved Party |
That which may perform the role of Owner of
some business entity or formal organization. |
Editorial
Note: This may be any entity which is capable of holding and owning any type
of ownership instrument, whether or not that is a Legal Person in its own
right, but not including informal illicit organizations which have no means
for owning things in their own right. |
|
Guarantee Providing Member |
(is
Class) |
N/A |
An entity which has issued some Guarantee
for a body incorporated by the issuance of Guarantees. |
Editorial
Note: This can be any contractually capable entity. |
|
Guarantee Providing Member |
Is a |
Formal Organization
Member |
|
|
|
Guarantee Providing Member |
Guarantor identity |
Contractually Capable
Entity |
The entity which performs the role of the
Guarantor. |
Editorial
Note: This is defined as any Contractually Capable Entity, which itself takes
the form of a Formal Organization while also being recognized in some
jurisdiction as being capable of incurring contractual liabilities (whether
or not it is also a Legal Person). |
|
Investment Equity |
(is
Class) |
N/A |
Equity which represents some investment in
some entity, but which may or may not take the form of stockholder equity.
Further Notes: Typically an investment into some entity may take the form of
shares (issued or privately held), stockholder equity e.g. partnership
equity, or it may take the form of some capital amount which is not reflected
in stockholder equity. In each case, there would typically be some
contractual basis for the investment setting out what controls or other
benefits accrue to the investor. |
|
|
Investment Equity |
Is a |
Equity |
|
|
|
Investment Equity |
Equity invested by |
Investment Owning
Party |
A party which, by virtue of holding some
equity investment in the entity, has some ownership stake in it. |
|
|
Investment Owning Party |
(is
Class) |
N/A |
A party which owns some stake in some
organization by way of investment. |
Editorial
Note: This is regardless of whether or not the investor is also a
constitutional owner (e.g. shareholder) in the entity. |
Investor |
Investment Owning Party |
Is a |
Entity Owning
Party |
|
|
|
Investment Owning Party |
effectively exercises |
Investment Based De
Facto Control |
The Investment Owning Party effectively
exercises some degree of de facto control as a result of their interest in
the entity. |
|
|
Investment Owning Party |
holds some Investment Equity |
Investment Equity |
Some equity held by the investor in the form
of investment equity. |
Editorial
Note: This may or may not be reflected in some "constitutional"
form of stockholder equity such as shares or general partner equity. |
|
Investor Contract |
(is
Class) |
N/A |
Contract setting out the terms under which
some investor invests in the entity and setting out the rights which are
conferred on that investor. |
|
|
Investor Contract |
Is a |
Written Contract |
|
|
|
Investor Contract |
sets out terms for Investment Equity |
Investment Equity |
The Contract sets out the terms for the
Investment Equity in the entity, setting out the rights which are conferred
on any investor in that equity. |
|
|
Issued Equity |
(is
Class) |
N/A |
Stockholder equity which is issued to the
public and may be transferred from one party to another. |
|
|
Issued Equity |
Is a |
Stockholder Equity |
|
|
|
Non Wholly Owned Subsidiary |
(is
Class) |
N/A |
A subsidiary which is not a wholly owned
subsidiary. |
|
|
Non Wholly Owned Subsidiary |
Is a |
Subsidiary |
|
|
|
Owned Party |
(is
Class) |
N/A |
Some party which is owned in some way and to
some degree by some other party. |
Editorial
Note: Parties, since they stand in roles, will have relationships among them
which correspond to the reciprocals of the roles they stand in. In this case,
owns and owned by. |
|
Owned Party |
Is a |
Party |
|
|
|
Ontology Module: ControlParty |
|
|
|
|
|
COCO Bondholder |
(is
Class) |
N/A |
Holder of bank bonds which convert to equity
holdings in a bank. |
Editorial
Note: These equity holdings, when they exist, will confer upon the holder
some de jure controlling interest in the issuing entity. |
|
COCO Bondholder |
Is a |
Party Holding Some
Option for Control |
|
|
|
Company Statutory Obligation |
(is
Class) |
N/A |
An obligation defined in company law
(statute). |
Editorial
Note: This is the set of laws that define the statutory obligations on public
officers for the jurisdiction in which the company operates. |
|
Company Statutory Obligation |
Is a |
Obligation |
|
|
|
Company Statutory Obligation |
mandated by |
Company Law |
The Statutory Obligation is mandated by some
piece of Company Law. |
|
|
Constitutional Contractual Control |
(is
Class) |
N/A |
Some control set out in some contract among
the principals of an organization. |
Editorial
Note: This distinguishes this control from control conferred by contracts
with third parties, for example in relation to third party guarantees or
similar. This combines all forms of constitutional control in one set of
terms under Constitutional De Jure Control. |
|
Constitutional Contractual Control |
Is a |
Constitutional De Jure
Control |
|
|
|
Constitutional Contractual Control |
Is a |
Contractual
Control |
|
|
|
Constitutional Contractual Control |
conferred by Organization Covering
Agreement |
Organization Covering
Agreement |
The control is conferred on the party by
means of the formal covering agreement by which the organization is
constituted, that is the agreement between the principals of the
organization. |
|
|
Constitutional De Jure Control |
(is
Class) |
N/A |
Control which is based in some instrument
which has constitutional standing (is constitutive of the entity) such as
voting shares, general partner equity etc. |
|
|
Constitutional De Jure Control |
Is a |
De Jure Controlling
Interest |
|
|
|
Contractual Control |
(is
Class) |
N/A |
Control vested in an entity by virtue of the
terms in some contract between that entity and others. |
Editorial
Note: See SME REview note of 16 Jan 2013: Percentage mechanism (in contracts
etc.) would be factored in. Hence percentages as contractual terms. For
instance an option to exercise which would give another 5% control. So there
is % control with or without share ownership. Example: In a partnership this
might be in the Partnership Agreement, which would identify beneficial
ownership and control as potentially 2 distinct things. Contract can say
anything. Implications: This means that there are percentages of de jure
control based in contract, similar to those based in constitutional
instruments (shares, General Partner equity). The concepts of Parent,
Siinificant Part Owner etc. can then potentially be defined int erms of the
percentages of all applicable instruments by which control may be formally
defined. |
|
Contractual Control |
Is a |
De Jure Controlling
Interest |
|
|
|
Contractual Control |
conferred by Contract |
Contract |
The control is conferred on the party by
means of some contract. |
|
|
Contractual Control |
Contractual De Jure Control conferred
by |
Control Related
Contract |
Contractual Control is conferred by some
contract in which one party agrees to confer some degree and type of control
upon the other party to that contract. |
|
|
Contractual Controlling Party |
(is
Class) |
N/A |
A party which exercises some control which
is set out in some contract. |
Editorial
Note: This is as distinct from control set out in some constitutional
instrument e.g. voting shares ownership or general partner equity. |
|
Contractual Controlling Party |
Is a |
De Jure Controlling
Interest Party |
|
|
|
Contractual Controlling Party |
exercises Contractual Control |
Contractual
Control |
Control is exercised by the party, which is
conferred by some contractual agreement. |
|
|
Control Related Contract |
(is
Class) |
N/A |
A contract in which one party agrees to
confer some degree and type of control upon the other party to that
contract. |
|
|
Controlled Party |
(is
Class) |
N/A |
Some party which is controlled in some way
and to some degree by some other party. |
Editorial
Note: Scope Note: Parties, since they
stand in roles, will have relationships among them which correspond to the
reciprocals of the roles they stand in. In this case, controls and controlled
by. |
|
Controlled Party |
Is a |
Party |
|
|
|
Controlling Alliance |
(is
Class) |
N/A |
Some group of entities which have formed
some alliance or agreement in terms of which they jointly exercise control
over some entity. Further Notes: The types of entity which may enter into
such an alliance are the same types of entity as may exercise control in
their own right, i.e. Involved Party (that is a logical union of natural
persons, legal persons and formal organizations). |
|
|
Controlling Alliance |
Is a |
Entities Group |
|
|
|
Controlling Interest Option Holder |
(is
Class) |
N/A |
A party which holds some option which may be
exercised to confer on that party some de jure controlling interest at some
time in the future and at the discretion of that holder. |
|
|
Controlling Interest Option Holder |
Is a |
Party Holding Some
Option for Control |
|
|
|
Controlling Interest Party |
(is
Class) |
N/A |
Some Party which holds some form of
controlling interest in some other party in some context. |
Editorial
Note: This controlling interest inevitably means that the party exercises
some form of control, however the precise degree and nature of that control
is dependent on many factors, and so is defined as a separate
"Party" role (which may and usually is fulfilled by the same
entity). |
|
Controlling Interest Party |
Is a |
Controlling Party |
|
|
|
Controlling Interest Party |
Holds some means of |
Control |
Some means of control held by the
party. |
|
|
Controlling Leverage Party |
(is
Class) |
N/A |
A party which exercises control as a result
of some investment in an equity. |
Editorial
Note: Any large investor may have some degree of de facto control. |
|
Controlling Leverage Party |
Is a |
De Facto Controlling
Interest Party |
|
|
|
Controlling Leverage Party |
exercises some Investment Based De Facto
Control |
Investment Based De
Facto Control |
The party exercises some de facto control
based on some investment in equity. |
|
|
Controlling Party |
(is
Class) |
N/A |
Party which exercises some form of control
in some context. |
Editorial
Note: At this level of abstraction it is not defined whether the control is
some degree of controlling interest, or some level of actual control
(asserted or calculated) in some entity. |
|
Controlling Party |
Is a |
Party |
|
|
|
Controlling Party |
has some Control |
Control |
Some form of control is exercised by the
party. |
|
|
Court Appointed Control |
(is
Class) |
N/A |
Control conferred on some entity by act of
some court, for example in the context of receivership. |
|
|
Court Appointed Control |
Is a |
De Jure Controlling
Interest |
|
|
|
Court Appointed Control |
conferred by some Court Of Law |
Court Of Law |
The control which is vested in the
controlling party is conferred upon that party through some court of
law. |
|
|
De Facto Controlling Interest Party |
(is
Class) |
N/A |
A party which exercises some control over an
entity other than via some constitutional instrument such as shares. |
Editorial
Note: Example: a sleeping partner i.e. where someone has made a large
investment, which is bilateral i.e. not part of the constitutional framework
of the company. Scope Note: Divides
further into financial leverage via loans; non fiscal types of leverage
(influence). |
|
De Facto Controlling Interest Party |
Is a |
Controlling Interest
Party |
|
|
|
De Facto Controlling Interest Party |
holds some means of De Facto Control |
De Facto Control |
The party exercises some control which is
not based in law or contract but in some other means. |
|
|
De Facto Controlling Interest Party |
mutually exclusuive |
De Jure Controlling
Interest Party |
|
|
|
De Jure Controlling Interest Party |
(is
Class) |
N/A |
An entity which exercises de jure
control. |
|
|
De Jure Controlling Interest Party |
Is a |
Controlling Interest
Party |
|
|
|
De Jure Controlling Interest Party |
De Jure Controlling Party identity |
Involved Party |
That which performs the role of De Jure
Controlling Party. |
Editorial
Note: This may be any form of potential owning party, that is a person, legal
person, legitimate organization or formal organization (anything which is
able to hold and own formal ownership instruments of some sort). |
|
De Jure Controlling Interest Party |
holds some instrument of De Jure
control |
De Jure Controlling
Interest |
Legal or contractually based control
exercised by the party. |
|
|
Entity Control Context |
(is
Class) |
N/A |
The context whereby some party exercises
some degree of control or holds some controlling interest in some Formal
Organization. |
|
|
Entity Control Context |
Is a |
Relationship
Context |
|
|
|
Entity Control Context |
controlling role |
Controlling Interest
Party |
The context of entity control involves some
party (the Controlling Interest Party) which is an entity holding some
controlling interest in some other party. |
|
|
Entity Controlling Party |
(is
Class) |
N/A |
Some party which is able to direct the
activities of some business entity. |
Editorial
Note: This type of party is either asserted to be the case by the entity
itself or some other party, or is determined through some analysis or
calculation based on the available information about controlling interests. |
de facto controlling party |
Entity Controlling Party |
Is a |
Controlling Party |
|
|
|
Entity Controlling Party |
Entity Controlling Party identity |
Involved Party |
That which is able to be the Entity
Controlling Party. ¦Scope Note: It is assumed that since control follows from
some form of ownership or contractual instrument, that the range of entities
which may fulfil this party role is the same as that for entity ownership,
namely "Involved Party"; that is, a logical union of natural
persons, legal persons and formal organizations. |
|
|
Entity Controlling Party |
exercises some degree of |
De Facto Control |
Exercises, either alone or in equal degree
with other such parties, some degree of De Facto Control over the entity in
respect of which this party is defined. |
|
|
Entity Controlling Party |
exercises some degree of control over |
Formal
Organization |
The party exercises some degree of control
over the Formal Organization. |
Editorial
Note: This party term is defined in terms of the actual control exercised
over the entity, rather than the instruments of control held by the
party. |
|
Entity Percentage And Type Controlling Party |
(is
Class) |
N/A |
Some individual entity which is able to
direct the affairs of some business organization to a specific degree. |
Editorial
Note: The degree to which the party has control of (is able to direct the
activities of) the organization in question is defined as a percentage value
where one hundred percent would equate to control without the involvement of
others. The percentage of control is a calculated, determined or asserted
value, and not necessarily a percentage of some controlling interest, though
in the absence of other factors the determination of percentage of control
would equate to the percentage of controlling interest e.g. voting shares
held. |
|
Entity Percentage And Type Controlling Party |
Is a |
Entity Controlling
Party |
|
|
|
Entity Percentage And Type Controlling Party |
exercises type of |
Limited De Facto
Control |
The type of control for which the party has
the stated percentage. |
Editorial
Note: Assertions or analysis may produce the result that a given entity is
said to assert a percentage of some control - this is necessarily defined as
a percentage of a given kind of control, defined in terms of a given kind of
activity which the controlled entity may be made to perform on the basis of
that control. This relationship defines the type of control in question. |
|
Entity Percentage And Type Controlling Party |
Percentage De Facto Control |
percentage |
The percentage of control which the party is
deemed or calculated as being able to exercise over the controlled
entity. |
|
|
Equity Based De Jure Control |
(is
Class) |
N/A |
De Jure controlling interest in an entity
which is based on the holding of some form of equity in that entity. |
|
|
Equity Based De Jure Control |
Is a |
Constitutional De Jure
Control |
|
|
|
Individual Controlling Party |
(is
Class) |
N/A |
Some individual entity which is able to
direct the affairs of some business organization to some degree. |
|
|
Individual Controlling Party |
Is a |
Entity Controlling
Party |
|
|
|
Influence Based De Facto Control |
(is
Class) |
N/A |
Some influence and control over some entity
other than by means of investment in that entity. |
|
|
Influence Based De Facto Control |
Is a |
De Facto Control |
|
|
|
Influence Based De Facto Controlling Party |
(is
Class) |
N/A |
A party which exercises some influence and
control over the entity other than by means of investment. |
Editorial
Note: Regulatory or jurisdictional control would fall under this control.
Court appointed control is de jure control BUT the scenario in which a
government takes over something and then hands it over to some new de jure
controller i.e. administrator - in the meantime this is de facto control by
e.g. the government. |
|
Influence Based De Facto Controlling Party |
Is a |
De Facto Controlling
Interest Party |
|
|
|
Influence Based De Facto Controlling Party |
exercises some Influence Based De Facto
Control |
Influence Based De
Facto Control |
Exercises some influence and control other
than by means of investment. |
|
|
Investment Based De Facto Control |
(is
Class) |
N/A |
Control which arises through some investment
in some entity, other than as the holding of "constitutional"
equity (shares etc.) in that entity. |
|
|
Investment Based De Facto Control |
Is a |
De Facto Control |
|
|
|
Investment Based De Facto Control |
based on Investment Equity |
Investment Equity |
Investment Based De Facto Control is based
on the holding of some Investment Equity by some party. |
|
|
Investment Based De Facto Controlling Interest Party |
(is
Class) |
N/A |
A party which exercises some degree of de
facto control based on some investment which they hold in the entity. |
|
|
Investment Based De Facto Controlling Interest Party |
Is a |
De Facto Controlling
Interest Party |
|
|
|
Investment Based De Facto Controlling Interest Party |
Is a |
Investment Owning
Party |
|
|
|
Investment Based De Facto Controlling Interest Party |
exercises investment based de facto
control |
Investment Based De
Facto Control |
The party exercises some degree of de facto
control based on some investment which they hold in the entity. |
|
|
Joint Controlling Party |
(is
Class) |
N/A |
Some group of entities which collectively
are able to direct the affairs of some business organization. |
Editorial
Note: In this case, the identity of that which exercises that control, is not
one individual entity but a group of such entities. These must be the same
kinds of entity that may be in a position to exert such control individually,
i.e. those kinds of entity which may hold voting shares or other controlling
interests. |
|
Joint Controlling Party |
Is a |
Entity Controlling
Party |
|
|
|
Joint Controlling Party |
Joint Controlling Party identity |
Controlling
Alliance |
The identity of the Party is some group of
entities which have formed some alliance or agreement in terms of which they
jointly exercise control over the controlled organization. |
|
|
Joint Controlling Party |
mutually exclusive |
Individual Controlling
Party |
|
|
|
Limited De Facto Control |
(is
Class) |
N/A |
The ability to direct the affairs of some
entity within prescribed limits. Those limits are described in terms of
activities which the entity holding such control may cause the controlled
entity to carry out. |
|
|
Limited De Facto Control |
Is a |
De Facto Control |
|
|
|
Limited De Facto Control |
control is in respect to |
Activity |
The activity in terms of which the Limited
De Facto Control is defined; that is the activity or activities which the
entity holding such control is able to compel or constrain on the part of the
entity so controlled. |
Editorial
Note: Defines a kind of control which may be described in percentage terms or
otherwise, as being control other than absolute, and therefore needing to be
defined in terms of what are the activities on the part of the controlled
entity, which the entity holding this control is able to direct the entity to
do or not do. Scope Note: This is the
basic relationship to "any" kind of activity; to define specific
kinds of control one needs to define specific kinds of activity such as the
ability to hire or replace executives, the ability to alter the capital
structure of the entity, and so on. Types of control defined in terms of
activities which regulators or (via statute), sovereigns may compel or prevent
an entity doing, would also be framed in terms of extensions to the
"Activity" and refinements of this relationship (either as
sub-properties of or as restrictions on this relationship). |
|
Majority Controlling Party |
(is
Class) |
N/A |
A parent of a specified person is an affiliate controlling such person
directly, or indirectly through one or more intermediaries |
Editorial
Note: This is a party for which it has been concluded or asserted (by that
entity or others) that it has total control of the entity in question, and
that no other party exercises some other control in conjunction with it. Scope Note: This is a type of "Entity
Percentage And Type Controlling Party" where the value of the
"Percentage Control" property is 100% for the or all types of
control which may exist. Definition adapted from: eCFR = Parent |
parent |
Majority Controlling Party |
Is a |
Affiliate |
|
|
|
Majority Controlling Party |
Is a |
Individual Controlling
Party |
|
|
|
Majority Controlling Party |
DefinitionAdaptedFrom |
http://www.ecfr.gov/cgi-bin/retrieveECFR?gp=1&SID=156b3a57ae63855b0de1b32e322c998a&ty=HTML&h=L&r=PART&n=17y2.0.1.1.8#17:2.0.1.1.8.0.17.2 |
|
|
|
Majority Controlling Party |
exercises majority of |
De Facto Control |
Exercises, either alone or in equal degree
with other such parties, majority De Facto Control over the entity in respect
of which this party is defined. |
|
|
Party Holding Some Option for Control |
(is
Class) |
N/A |
Some party holding the option to exercise
some De Jure Controlling Interest |
Editorial
Note: This will result in some potential change at a future time, in the
conclusions about actual control. |
|
Party Holding Some Option for Control |
Is a |
Controlling Interest
Party |
|
|
|
Party Holding Some Option for Control |
holds the option to exercise |
De Jure Controlling
Interest |
Control which may optionally be exercised by
the party. |
|
|
Receiver |
(is
Class) |
N/A |
A party appointed by some court for the
purposes of winding up the affais of some entity which is no longer
solvent. |
|
|
Receiver |
Is a |
De Jure Controlling
Interest Party |
|
|
|
Receiver |
exercises Court Appointed Control |
Court Appointed
Control |
Legal control exercised by the party, which
is appointed by some court. |
Editorial
Note: Typically as a result of bankruptcy action. |
|
Significant Part Controlling Interest Party |
(is
Class) |
N/A |
A person which owns a significant voting
stake in this entity of between some lower significant threshold and 50%, but
not 50% or more. |
|
|
Significant Part Controlling Interest Party |
Is a |
De Jure Controlling
Interest Party |
|
|
|
Total Owner |
(is
Class) |
N/A |
Entity having 100% ownership in the entity
so owned. |
Editorial
Note: By virtue of holding 100% of the equity ownership, the Total Owner also
holds 100% of the controlling equity, if there is a difference. Therefore it
is both a total owner and a total controlling party. |
|
Total Owner |
Is a |
Constitutional Owing
Party |
|
|
|
Warrant Holder |
(is
Class) |
N/A |
A holder of some warrant which when
exercised would confer upon that party some de jure controlling interest in
some entity. |
|
|
Warrant Holder |
Is a |
Party Holding Some
Option for Control |
|
|
|
Ontology Module: CorporationOwnershipParty |
|
|
|
|
|
Public Shareholder |
(is
Class) |
N/A |
A party that holds publicly issued shares in
a listed company. Consensus:Review |
|
|
Public Shareholder |
Is a |
Security Holder |
|
|
|
Public Shareholder |
Is a |
Shareholder |
|
|
|
Registered Shareholder |
(is
Class) |
N/A |
A shareholder which is registered as such on
the company shareholder register for that company. |
|
|
Registered Shareholder |
Is a |
Shareholder |
|
|
|
Share Holding |
(is
Class) |
N/A |
The holding of some Share. |
|
|
Share Holding |
Is a |
Security Holding |
|
|
|
Share Holding |
held by |
Shareholder |
The holder of the shares, that is the party
of which this is the shareholding. |
|
|
Shareholder |
(is
Class) |
N/A |
A party owning shares in some company
limited by the issue of shares. |
|
|
Shareholder |
Is a |
Transferable Contract
Holder |
|
|
|
Shareholder |
Is a |
Constitutional Owing
Party |
|
|
|
Shareholder |
holds some Shareholder Equity |
Shareholder Equity |
The shareholder holds some of the issued
shareholder equity in the company, by way of the shares that they hold. |
|
|
Shareholder |
holds stake in |
Incorporated
Company |
The Shareholder owns some stake in the
Incorporated company for example by virtue of owning some shares.
Consensus:Yes |
|
|
Ontology Module: CorporationControlParty |
|
|
|
|
|
Affiliate |
(is
Class) |
N/A |
An affiliate of, or a person affiliated with, a specific person is a person that directly, or
indirectly through one or more intermediaries, controls, or is controlled by,
or is under common control with, the person specified. |
Editorial
Note: Affiliated company: Associated or affiliated with (synonyms).
Definition from BusinessDirectory.com for Associate: Firm over which another
firm exercises a degree of control which is less than the degree of control
exercised over a subsidiary. In accounting, such control is typically taken
to mean the ownership of at least 20 percent of voting shares, and some say
in the management of the associate firm. Associated companies usually have
interlocking directorates to ensure they have common policies and
complementary objectives. Additional Notes: Uni of Melbourne: Associate in
corporations Law: one of the most important definitions in the corp law is
associate. Regulate takeovers compulsory acquisitions and other transactions.
Now 2 definitions which are not entirely consistent (one does not repeal the
other). Associate is a person in this sense.
Definition Origin: eCFR = Affiliate |
|
Affiliate |
DefinitionOrigin |
http://www.ecfr.gov/cgi-bin/retrieveECFR?gp=1&SID=156b3a57ae63855b0de1b32e322c998a&ty=HTML&h=L&r=PART&n=17y2.0.1.1.8#17:2.0.1.1.8.0.17.2 |
|
|
|
Auditor |
(is
Class) |
N/A |
The auditor of the company is a public
officer which is responsible for reporting on the financial situation of the
company. |
Editorial
Note: They have power independently of the board. Power to assess the quality
of the financial reports. Also has obligations to the statutory authorities
in that regard. The auditor has obligations to the shareholders which are not
directly to the Board. Their specific role is to supervise the board to
ensure they are acting on behalf of the shareholders. To report to the
shareholders on the activities of the Board. Therefore, Auditor's report is a
required part of the financial reports. They are responsible for providing a
"true and fair view" of the financial positions of the company.
Election: Put up by the board. Appointed by the Board on behalf of the
shareholders. Can be voted out by the shareholders at an AGM or EGM but the board
can also put up a competitive process. Normally board elects them but the
shareholders can override that selection. In general, Public Officers are
appointed by the Board but can ultimately be overridden by the shareholders
acting as a group. the board is their representatives. |
|
Auditor |
Is a |
Company Public
Officer |
|
|
|
Company Total Owning Company |
(is
Class) |
N/A |
Formal Organization having 100% ownership in
the Incorporated Company so owned. |
Editorial
Note: By virtue of holding 100% of the share ownership, the Company Total
Owning company also holds 100% of the controlling equity, if there is a
difference. Therefore it is both a total owner and a total controlling party. Scope Note: This party is also a Formal
Organization (typically but not necessarily a company). |
|
Company Total Owning Company |
Is a |
Over Fifty Percent
Controling Interest Company |
|
|
|
Company Total Owning Company |
Is a |
Total Owner |
|
|
|
Control Owner |
(is
Class) |
N/A |
Some party which has some ownership with
some control of some entity. |
|
|
Control Owner |
Is a |
Significant Part
Shareholder Company |
|
|
|
Control Owner |
Control Owner appoints |
Board Member |
The Control Owner has some mechanism whereby
they are able to vote and approve the board, other than through the
mechanisms defined elsewhere. |
Editorial
Note: The Board Members appoint Public Officers. The Public Officers are not
necessarily exclusively responsible to the Board. All management control is
delegated from the Board on behalf of the Shareholders. |
|
Controlled Company |
(is
Class) |
N/A |
A company over which the Incorporated
Company has some degree of control by way of ownership of voting shares. |
Editorial
Note: Other means of control exist and are not part of this defined
term. |
|
Controlled Company |
Is a |
Controlled Party |
|
|
|
Controlled Company |
affiliate union |
Affiliate |
|
|
|
Controlled Company |
Controlled Company identity |
Formal
Organization |
That Formal Organization which is identified
as a controlled company. |
Editorial
Note: This forms the basis for an entity being defined as a Subsidiary. |
|
Domestic Ultimate Parent |
(is
Class) |
N/A |
The organization which is recognized as the
ultimate parent of the company within the country or jurisdiction of
incorporation. This relationship may or may not be present, i.e. in the case
of a company which has no parent. |
|
|
Domestic Ultimate Parent |
Is a |
Majority Controlling
Party |
|
|
|
Global Ultimate Parent |
(is
Class) |
N/A |
The organization which is recognized as the
ultimate parent of the company. This relationship may or may not be present,
i.e. in the case of a company which has no parent. |
|
|
Global Ultimate Parent |
Is a |
Majority Controlling
Party |
|
|
|
Joint Venture Partner |
(is
Class) |
N/A |
A party which has the role of Joint Venture
Partner to some venture. |
Editorial
Note: This is part of ongoing work - legal definitions sought. |
|
Joint Venture Partner |
Is a |
Entity Controlling
Party |
|
|
|
Non Wholly Owned Subsidiary |
(is
Class) |
N/A |
Definition to follow Distinction between
wholly owned or not, versus what has to be consolidated into accounts. |
|
|
Non Wholly Owned Subsidiary |
Is a |
Subsidiary |
|
|
|
Over Fifty Percent Controling Interest Company |
(is
Class) |
N/A |
A company which owns 50 percent of the
outstanding voting shares in the specified person either directly, or
indirectly through one or more intermediaries. |
Editorial
Note: In general, 50% +1 is the criterion. Parent has evolved from
subsidiary. Different ways in which something can be considered control
ownership. Large numbers of stakeholders who don't vote. Also: Control in
appointing directors. Scope Note: AML:
Ownership levels of less than 50% are considered. Uses the language of
ownership but is really addressing control. AML looks at both ownership and
control. Interested in looking at where things can be manipulated in some
way. Holders may have divested their apparent to others whom they in fact
control. This means that control can be one step away, e.g. sons and
daughters may own some controlling stake in some entity, where the named
constrained individual may not legally do so. These are the control
structures that AML aims to track down. Definition adapted from: eCFR = Fifty
Percent Owned Person |
|
Over Fifty Percent Controling Interest Company |
Is a |
Voting Shareholding
Company |
|
|
|
Over Fifty Percent Controling Interest Company |
DefinitionAdaptedFrom |
http://www.ecfr.gov/cgi-bin/retrieveECFR?gp=1&SID=156b3a57ae63855b0de1b32e322c998a&ty=HTML&h=L&r=PART&n=17y2.0.1.1.8#17:2.0.1.1.8.0.17.2 |
|
|
|
Over Fifty Percent Controling Interest Company |
has majority controlling interest in |
Incorporated
Company |
The Incorporated Company in which the party
holds fifty percent or more of the voting share equity. |
|
|
Significant Part Shareholder Company |
(is
Class) |
N/A |
A company which owns a significant voting
stake in this company but not 50% or more. |
|
|
Significant Part Shareholder Company |
Is a |
Voting Shareholding
Company |
|
|
|
Significant Part Shareholder Company |
Is a |
Significant Part
Controlling Interest Party |
|
|
|
Significant Part Shareholder Company |
company has significant controlling interest
in |
Incorporated
Company |
synonym = has associate |
The Incorporated Company in which the party
holds a significant proportion (but not fifty percent or more) of the voting
share equity. |
|
Subsidiary |
(is
Class) |
N/A |
A subsidiary of a specified person is an affiliate controlled by such
person directly, or indirectly through one or more intermediaries. |
Editorial
Note: As modeled here, this equates to control by way of the ownership of
voting shares. Other means of control exist which are not modeled in this
term and which may also be relevant to the legal definition of Subsidiary. Definition Origin: eCFR = Subsidiary |
|
Subsidiary |
Is a |
Controlled Company |
|
|
|
Subsidiary |
DefinitionOrigin |
http://www.ecfr.gov/cgi-bin/retrieveECFR?gp=1&SID=156b3a57ae63855b0de1b32e322c998a&ty=HTML&h=L&r=PART&n=17y2.0.1.1.8#17:2.0.1.1.8.0.17.2 |
|
|
|
Voting Share Holding |
(is
Class) |
N/A |
The holding of some Voting Share. |
|
|
Voting Share Holding |
Is a |
Share Holding |
|
|
|
Voting Share Holding |
held by |
Voting Shareholder |
The holder of the Voting Shares, that is the
party of which this is the shareholding and which therefore enjoys the voting
rights thereof. |
|
|
Voting Shareholder |
(is
Class) |
N/A |
A party owning voting shares in some company
limited by the issue of shares. |
|
|
Voting Shareholder |
Is a |
Shareholder |
|
|
|
Voting Shareholder |
Is a |
De Jure Controlling
Interest Party |
|
|
|
Voting Shareholder |
exercises Equity Based De Jure Control |
Equity Based De Jure
Control |
A Voting Shareholder exercise some Equity
Based de jure control in the entity for which they hold those shares. |
|
|
Voting Shareholder |
has voting rights |
Voting Right |
The Voting Shareholder holds certain Voting
Rights as a consequence of their holding of those shares. |
|
|
Voting Shareholder |
holds some |
Voting Share |
Voting Shareholder is the holder of some
Voting Share. |
|
|
Voting Shareholder |
holds voting stake in |
Incorporated
Company |
The shareholder holds some voting stake in
the Incorporated Company, by means of their holding of voting shares. |
|
|
Voting Shareholder |
Voting Shareholder exercises |
Constitutional De Jure
Control |
The shareholder exercises control as a
result of their holding voting equity, a form of constitutional control. |
|
|
Voting Shareholder |
Voting Shareholder votes and approves |
Board Member |
The shareholders approve and vote for the
members of the Board. |
Editorial
Note: The bylaws give the manner in which that process is effected. The
candidate members may be suggested by the Board and are then voted for by the
Shareholder. There is typically a committee for trustees or something, to do
that. |
|
Voting Shareholding Company |
(is
Class) |
N/A |
An Incorporated Company which holds voting
shares in some Incorporated Company. |
Editorial
Note: This Party forms the basis of the parties defined according to specific
percentages of ownership. This term itself defines any company which owns any
number of voting shares in the other company, whether it is one share or
100%. Terms like Affiliate (for less than or equal to 50%) and Part Owner
(for more than 50%) are specializations of this. |
|
Voting Shareholding Company |
Is a |
Voting Shareholder |
|
|
|
Voting Shareholding Company |
company has some controlling interest
in |
Incorporated
Company |
A company in which the voting shareholding
company owns some voting equity stake. Consensus:Review |
|
|
Voting Shareholding Company |
Shareholding Company identity |
Formal
Organization |
The Shareholding Company is a Formal
Organization. |
Editorial
Note: This may be any Body Corporate, including other Incorporated Companies,
but also may be a Trust or other non incorporated Formal Organization. Scope Note: This is the defining fact about
the party which is a Shareholding Company. All the types of party which are
derived from this, are defined as not only being shareholders, but also being
themselves Formal Organizations. |
|
Wholly Owned Subsidiary |
(is
Class) |
N/A |
The term wholly owned
subsidiary means a subsidiary substantially all
of whose outstanding voting shares are owned by its parent and/or the
parent's other wholly owned subsidiaries. ¦Definition Origin: eCFR = Wholly
Owned Subsidiary Consensus:Yes |
|
|
Wholly Owned Subsidiary |
Is a |
Subsidiary |
|
|
|
Wholly Owned Subsidiary |
DefinitionOrigin |
http://www.ecfr.gov/cgi-bin/retrieveECFR?gp=1&SID=156b3a57ae63855b0de1b32e322c998a&ty=HTML&h=L&r=PART&n=17y2.0.1.1.8#17:2.0.1.1.8.0.17.2 |
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|
Ontology Module: Executive |
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|
|
Board Capacity |
(is
Class) |
N/A |
The capacity which resides in the Board of
Directors of a company. |
|
|
Board Capacity |
Is a |
Delegated Legal
Authority |
|
|
|
Board Capacity |
Board Capacity is conferred by |
ONE OF Incorporated
Company Bylaw OR Board Agreement |
The instrument which confers the Board
Capacity. This is either the Company By-laws or the Board Agreement. |
Editorial
Note: The precise instrument by which the capacity is conferred vary from one
capacity to another, i.e. some will be defined in the By-laws and others will
be defined in the Board Agreement. |
|
Board Member |
(is
Class) |
N/A |
A person who is a member of the Board of
Directors of some Incorporated company. |
Editorial
Note: Define sub-types e.g. executive and non executive board member May
include independents who come in from other companies. Legal responsibilities
of Board Member. Example: allegation that corp has misappropriated funds.
Then company officers are sued not just any board member. However, if
corporation is sued they are liable. Would be going after officers
specifically because of their responsibilities, but can also go after the
corporation whereof the board members are responsible. See "Piercing the
corporate veil".SarbOx etc. |
Director |
Board Member |
Is a |
Legally Delegated
Authority |
|
|
|
Board Member |
Director identity |
Legal Person |
A board member (director) is typically a
Natural Person, but may be any Legal Person. |
Editorial
Note: Board Member is synonymous with Director. In most jurisdictions e.g.
those in the US, a director has to be a natural person. in the UK only an
Incorporated Company or a natural person can be a board member. That is, if
you are NOT a Natural Person, you have to be one of a very small sub-set of
types of legal person namely anything which is legally Incorporated (any Body
Corporate in this model). |
|
Bylaw |
(is
Class) |
N/A |
The bylaws of some commercial or other
registered enterprise. |
|
|
Bylaw |
Is a |
Law |
|
|
|
Chief Executive Officer |
(is
Class) |
N/A |
Some person performing the role of Chief
Executive Officer of a company, with the responsibilities and rights defined
for that party in the relevant statutes. |
|
|
Chief Executive Officer |
Is a |
Company Public
Officer |
|
|
|
Chief Executive Officer |
Is a |
Executive Board
Member |
|
|
|
Chief Financial Officer |
(is
Class) |
N/A |
Some person performing the role of Chief
Financial Officer of a company, with the responsibilities and rights defined
for that party in the relevant statutes. |
|
|
Chief Financial Officer |
Is a |
Company Public
Officer |
|
|
|
Chief Financial Officer |
Is a |
Executive Board
Member |
|
|
|
Company Board |
(is
Class) |
N/A |
The group of entities defined as being the
Board of Directors of the company. |
|
|
Company Board |
Is a |
Collection |
|
|
|
Company Board |
Board appoints Corporate Officers |
Company Public
Officer |
The board of the company has the power to
appoint the individuals who are to be the public officers of the
company. |
|
|
Company Board |
Company Board has vested in it |
Board Capacity |
The board of a company has some legal
capacity vested in it. |
|
|
Company Board |
has member |
Board Member |
The board has a number of members who
collectively exercise the powers of that board. |
|
|
Company Bylaw |
(is
Class) |
N/A |
A by-law of a company. |
|
|
Company Bylaw |
Is a |
Bylaw |
|
|
|
Company Bylaw |
Is a |
UNION OF Instrument Of
Incorporation AND Incorporated Company Bylaw |
|
|
|
Company Bylaw |
Is a |
ONE OF Incorporated
Company Bylaw OR Board Agreement |
|
|
|
Company Law |
(is
Class) |
N/A |
The law dealing with companies in a given
jurisdiction. |
|
|
Company Law |
Is a |
Statute Law |
|
|
|
Company Public Officer |
(is
Class) |
N/A |
Some party which is recognized by law as
having the role and responsibilities defined for a Public Officer as
described in that law. |
|
|
Company Public Officer |
Is a |
Responsible Party |
|
|
|
Company Public Officer |
has some statutory duty |
Company Public Officer
Duty |
The Company Public Officer is party to some
formally defined Public Officer Duty as set out on the relevant piece of
Company Law. |
|
|
Company Public Officer |
is party to some Company Statutory
Obligation |
Company Statutory
Obligation |
The Company Public Officer is party to some
statutory obligations as mandated by the applicable body of Company Law. |
|
|
Company Public Officer |
is signatory |
Signatory |
The party which is a Company Public Officer
is also defined as being a signatory in respect of the entity, that is the
officer is able to sign agreements on the part of that entity. |
|
|
Company Public Officer |
Public Officer has vested in it |
Company Public Officer
Capacity |
The public officer of a company has some
formal capacity vested in them. |
|
|
Company Public Officer |
Public Officer identity |
Natural Person |
That which is the Public Officer. This must
be a natural person and also must be an adult. |
|
|
Company Public Officer Capacity |
(is
Class) |
N/A |
The capacity vested in a public officer of a
company. |
Editorial
Note: This is framed as a capacity: Individual act i their capacity of the
role as CFO, CEO etc. but their legal liability rests in their relationship
with the board itself i.e. comes from their membership on the board from a
corporate standpoint. Scope Note:
Originally framed with reference to Incorporated company, this term and its
related terms have been re-framed as applying to any Body Corporate. May be
specialized for Incorporated Companies and other Bodies Corporate at some
future point. |
|
Company Public Officer Capacity |
Is a |
Delegated Legal
Authority |
|
|
|
Company Public Officer Capacity |
Company Officer Legal Capacity conferred
by |
UNION OF Instrument Of
Incorporation AND Incorporated Company Bylaw |
synonym = |
The capacity of the public officer is
conferred by one or another ot the company legal form documentation (articles
of association or equivalent) or some company by-law. |
|
Company Public Officer Capacity |
defined by |
Company Law |
The legal capacity of the Public Officer is
set out in some piece of Company Law. |
|
|
Company Public Officer Duty |
(is
Class) |
N/A |
Some duty incumbent upon some public officer
of a company. |
|
|
Company Public Officer Duty |
Is a |
Statutory
Responsibility |
|
|
|
Company Public Officer Duty |
mandated by Company Law |
Company Law |
The duties of a Company Public Officer are
mandated by some applicable piece of Company Law. |
|
|
Company Secretary |
(is
Class) |
N/A |
Formal definition required |
Editorial
Note: Functionary but also a signer of documentation in the company. Does not
have powers to do anything without instruction from the board. The role
arises from legal obligations imposed by the company. responsible to
legislative authorities for the company meeting those legal obligations. Role
is that they gain a degree of control but only in the fact that they must
report according to rules established by their legislative jurisdiction.
Example: Delaware: you need a designated corporate secretary who is
responsible for submitting certain documents etc. |
|
Company Secretary |
Is a |
Company Public
Officer |
|
|
|
Executive |
(is
Class) |
N/A |
Some person in whom some level of management
control of some organization has been conferred. Further Notes The owners of
a business delegate their controlling parties ot controlling parties which
gives them the right to control. These rights are reassigned by the creditors
in the event of a business being under receivership. |
|
|
Executive |
Is a |
Legally Delegated
Authority |
|
|
|
Executive |
Executive identity |
Natural Person |
The Executive is some adult human
being. |
|
|
Executive Board Member |
(is
Class) |
N/A |
Some person performing the role of a Board
Member of a company, and being one with some executive responsibilities
within that company. |
|
Executive Director |
Executive Board Member |
Is a |
Board Member |
|
|
|
Executive Board Member |
Is a |
Executive |
|
|
|
Legally Delegated Authority |
(is
Class) |
N/A |
A party having some legal control of some
entity. |
|
|
Legally Delegated Authority |
Is a |
Party |
|
|
|
Legally Delegated Authority |
has delegated control of |
Formal
Organization |
An organization of which this organization
has control via some management structure. |
Editorial
Note: Any distinction between board level voting rights control versus
managerial control is not part of this definition. Term Origin:SMER Definition Origin:SMER |
|
Legally Delegated Authority |
has vested in it |
Delegated Legal
Authority |
A Delegated Legal Authority is one which has
the legal capacity of Delegated Legal Authority vested in it. |
|
|
Legally Delegated Authority |
Legally Delegated Authority identity |
Legal Person |
That which is in the role of Legally
Controlling Party. This must be a Legal Person. |
|
|
Non Executive Board Member |
(is
Class) |
N/A |
Some person performing the role of a Board
Member of a company, and having no executive responsibilities towards the
running of the company. |
|
Non Executive Director |
Non Executive Board Member |
Is a |
Board Member |
|
|
|
ONE OF Incorporated Company Bylaw OR Board Agreement |
(is
Logical Union) |
N/A |
Company By-law or a Board Agreement. |
|
|
Responsible Party |
Is a |
Party |
|
|
|
Responsible Party |
is party to some |
Duty |
The Responsible Party is deemed to be such
because it is party to some formally defined Duty. |
|
|
Responsible Party |
Responsible Party identity |
Natural Person |
The Responsible Party must be some Natural
Person. |
Editorial
Note: This is the kind of party for whom specific responsibilities are set
out in law, and which must be natural persons charged with those
responsibilities on behalf of some entity. |
|
Ontology Module: BERelations |
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Model Section: FunctionalEntity |
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Ontology Module: FunctionalCore |
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|
Benefit Corporation |
(is
Class) |
N/A |
Corporation set up under specific state
legislation to provide some stated societal benefit, and with some
corresponding relaxation of the obligation to maximize shareholder return. |
Editorial
Note: This is a US-specific type of entity defined in new and emerging
legislation in the US states of California, Hawaii, Virginia, Maryland,
Vermont, New Jersey. Additional upcoming legislation (as at November 2011) in
Colorado, New York, North Carolina, Pennsylvania, Michigan. Much of the
description is framed in terms of the role of the entity rather than its
nature, however the legislation specifically relaxes or otherwise changes the
basic parameters of the Incorporated Company structure (for example relaxing
the requirement to maximize shareholder return) It may therefore be more
correct to define this as a type of Incorporated Company not a role that one
sits in. Having said this, B Corporations are certified by a certifying body
(B Lab), which impies that they already exist and are granted a status in a
similar way to that granted to non profit enterprises. Therefore at present
this is defined as a status which an Incorporated Company may attain. Web
reference: www.bcorporation.net Term
Origin:www.bcorporation.net Definition
Origin:SR Draft |
|
Benefit Corporation |
Is a |
Functional Business
Entity |
|
|
|
Benefit Corporation |
Benefit Corporation takes form of |
Incorporated
Company |
The Benefit Corporation takes the legal form
of an Incorporated Company. |
|
|
Business |
(is
Class) |
N/A |
Some entity set up for the purposes of
carrying out some commercial activities for profit. |
|
|
Business |
Is a |
Functional Business
Entity |
|
|
|
Business |
Business constituted as |
Autonomous Agent |
A Business is constituted as some Autonomous
Agent. |
Editorial
Note: Businesses are usually constituted as formal organizations, however a
sole trader may also be a business, in which case the business is constituted
as a Natural Person. |
|
Business |
engages in |
Commercial
Activity |
A business is some entity which engages in
some Commercial Activity. |
|
|
Business |
has commercial identity |
Brand Name |
A name or identity by which a business
organization is known for marketing and communication purposes. This may or
may not be the same as the name of the organization. Consensus:Review |
|
|
Commerce |
(is
Class) |
N/A |
The activity of buying and selling
goods. |
|
|
Commerce |
Is a |
Commercial
Activity |
|
|
|
Commercial Activity |
(is
Class) |
N/A |
The context of carrying out trade and other
comercial i.e. for-profit activities. |
Editorial
Note: This is the context which distinguishes "businesses" or
commercial organizations from organizations in general, the latter including
government, trans-national and non profit organizations. Note that these
distinctions are usually made with reference to these kinds of context and
are not necessarily reflected in the structure of those organizations. |
|
Commercial Activity |
Is a |
Business Context |
|
|
|
Cooperative Society |
(is
Class) |
N/A |
A commercial enterprise owned and managed by
and for the benefit of customers or workers. |
|
|
Cooperative Society |
Is a |
Functional Business
Entity |
|
|
|
Family Office |
(is
Class) |
N/A |
Family Office as defined in the relevant
legislation. |
|
|
Family Office |
Is a |
Functional Business
Entity |
|
|
|
Functional Business Entity |
(is
Class) |
N/A |
A business entity defined in terms of its
function. |
Editorial
Note: The key distinguishing feature of a Functional Business Entity is that
it may itself be constituted as some kind of Business Entity or Legal Entity,
but the definition of this entity does not depend on it always having one
specific legal structure (for exanple always being a limited company). This
would define for example a bank, a special purpose vehicle, most government
bodies and so on. |
|
Functional Business Entity |
Is a |
Relative Business
Entity |
|
|
|
Functional Business Entity |
Functional Business Entity takes form
of |
Autonomous Agent |
The form which a Functional Business Entity
takes. This may be any Autonomous Agent. |
|
|
Merchant |
(is
Class) |
N/A |
A business entity engaged in a trading
activity. Fuether Notes: Defined in terms of its role. |
|
|
Merchant |
Is a |
Business |
|
|
|
Merchant |
Merchant engages in |
Commerce |
The activity for which the Merchant is set
up, is commerce, that is the purchase and sale of goods. |
|
|
Non Profit Organization |
(is
Class) |
N/A |
An organization which exists for some
purpose other than to make a profit for its participants. |
Editorial
Note: A non profit or charitable public or private foundation is a legal
entity Action; needs a relationship to Legal Entity. Which is not a human
being. Need non human legal entity scope formally defined. Probably has a
board of directors. |
|
Non Profit Organization |
Is a |
Functional Business
Entity |
|
|
|
Non Profit Organization |
Non Profit takes form |
Formal
Organization |
A non profit or charitable public or private
foundation takes the form of a legal entity. Further Notes Per Wikipedia it
is necessarily a Legal Entity. "Foundation" is this a kind of legal
entity separate from the ones already defined, or another word for a kind of
functional entity? ¦Term Origin:SME Review Definitin Origin:Wikipedia
adapted |
|
|
Sole Proprietorship |
(is
Class) |
N/A |
A business structure in which an individual
and his/her company are considered a single entity for tax and liability
purposes. |
Editorial
Note: A sole proprietorship is a company which is not registered with the
state as a limited liability company or corporation. The owner does not pay
income tax separately for the company, but he/she reports business income or
losses on his/her individual income tax return. The owner is inseparable from
the sole proprietorship, so he/she is liable for any business debts. Also
called proprietorship. Definition
Origin:Investorwords.com |
|
Sole Proprietorship |
Is a |
Business |
|
|
|
Sole Proprietorship |
Sole Proprietorship has proprietor |
Natural Person |
The person who is the proprietor or sole
trader who is identified as the business. Note: Added after reviews. Captures
one case where a Business Organization may have only one member, as noted at
review. Consensus:Review |
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Ontology
Module: SPV |
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SPV Purpose Selection |
(is
Class) |
N/A |
The reason that an SPV was set up. |
Editorial
Note: This is used to identify different kinds of SPV which may have
different detailed facts about them; however in general all SPVs are much the
same. Term Origin:MB Definition Origin:MB Draft |
|
SPV Purpose Selection |
Debt |
|
SPV set up to issue debt instruments such as
for structured finance. Consensus:Review |
|
|
SPV Purpose Selection |
Fund |
|
SPV set up for fund management
Conesnsus:Review |
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|
SPV Purpose Selection |
Securities Issuance |
|
The SPV is set up to issue securities.
Consensus:Review |
|
|
Special Purpose Vehicle |
(is
Class) |
N/A |
A Special Purpose Vehicle (SPV) set up
specifically to issue a security or securities. It is set up by a company or
a group of companies for some purpose such as to create instruments that are
off the company's balance sheet or to issue Participation Notes for investors
in another jurisdiction. The SPV is formed for a specific reason and exists
for a specific period of time and is then disbanded. |
Editorial
Note: Special Purpose Vehicles are also referred to as bankruptcy remote
entities, as they isolate financial risk. For Participation Notes: slightly
different purpose but the same kind of vehicle. The only investment made by
the SPV is that they buy in the stock. These are the same kind of entity in
all of the contexts in which they exist.
Term Origin: SR Modeling
Definition Origin: SR Draft |
Special Purpose Entity |
Special Purpose Vehicle |
Is a |
Functional Business
Entity |
|
|
|
Special Purpose Vehicle |
constituted as |
Formal
Organization |
The Special Purpose Vehicle is constituted
as some kind of Formal Organization. Further Notes: This may be a company
incorporated by shares, a limited liability company or some other form of
legal entity, including legal person and non incorporated formal
organization. These are usually limited in their articles as to what they can
do. It is as this entity that the SPV is able to be party to contracts and
incur debts. Note that although the model shows that this is any kind of
legal entity, it cannot be an individual adult human being, although this is
also a legal person. ¦Term Origin: SR Modeling ¦Definition Origin: SR Draft
Consensus:Action |
|
|
Special Purpose Vehicle |
holds |
Pool |
A Special Purpose Vehicle always holds some
kind of pool. This may be a debt pool, an asset pool (fund) or some pool of
securities from which it issues Participation Notes. ¦Term Origin:EDMC SR
Reviews ¦Definition Origin:MB Draft Consensus:Review |
|
|
Special Purpose Vehicle |
sponsored by |
Legal Person |
The entity which is the creator and servicer
of the SPV. Notes: To protect investors from possible bankruptcy of the
corporation, there are three legal safeguards: - Transfer of assets from the
corporation is a non-recourse, true sale. - Investors receive a perfected
interest in the assets' cash flows. - A non-consolidation legal opinion is
obtained certifying that assets of the trust or special purpose vehicle
cannot be consolidated with the corporation's assets in the event of
bankruptcy. ¦Definition Origin: riskglossary.com Consensus:Review |
|
|
Special Purpose Vehicle |
Intended Liquidation Date |
date |
The date on which the SPV is scheduled to be
disbanded and wound up. ¦Term Origin:EFAMA DD = LiquidationDate ¦Definition
Origin:SMER Consensus:Review |
|
|
Special Purpose Vehicle |
Purpose |
SPV Purpose Selection |
The purpose for which the SPV is set up.
¦Term Origin: SR Modeling ¦Definition Origin: SR Draft Consensus:Review |
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