2015-06-02 Meeting notes

Date

02 Jun 2015

Attendees

ProceedingsFIBO-BE FCT 20150602.docx

FIBO-BE FCT 20150602

11:12 AM: David presents slides with terms derived from Wells Fargo on types of business entity.

Aldrich Wright -what is the difference between professional and multinational corporation? David would have to go back to Wells Fargo folks to find out

(slides 2 4 of today's slide deck).

Comments on Protégé hierarchy of these business entity types - What they meant by these concepts? Alternatively there may be definitions on Wikipedia or Investopedia which may r may not correspond to the concepts as understood by Wells Fargo

Question: By Legal Entities do you mean entities that conduct business? Yes.

Does this include Incorporated Companies? No. Would include Joint Venture etc. Also Legal Entity is as defined in the LEI ISO standard. Civic Club definition not yet included in FIBO as this is a concept specific to Wells Fargo.

MB notes: types of informal organization are covered in FIBO Foundations. See e.g. club.

Igor Ikonnikov: Are the subclasses of BE all disjoint with each other? Business Entity as defined at Wells is the set of things which can carry out any economic activity and therefore are eligible for a bank account at Wells. This would be a Functional Entity.

Igor Ikonnikov: I mean: something that is classified as a "Joint Venture" cannot be classified as "Legal Entity"? Not clear if the definition of Unincorporated Association falls under the definition of Legal Entity in the LEI sense of that word.

Business Entity from Wikipedia has a long definition (first sentence is definition, the rest is narrative and should go in an expanatoryNote annotation). That first, definitional sentence is vague, referring to "activities allowable"

Discussion: Should we (a) have a grouping called Business Entity and (b) come up with an appropriate definition for Business Entity?

Also looking for supporting evidence that this is an important concept for other banks (as it is for Wells). The fundamental organizing principle for this particular concept, is the eligibility for opening business account with a bank.

Feedback: the general definition looks good anything engaging in business activities should be considered a Business Entity. The definition in Wikipedia included sole proprietorships, corporations and partnerships but did not take into account unincorporated associations. So it does not cover the full scope of "Things that can open a business cacount"

David notes that other banks are also likely to have the same concept of things that can open a business account. We can add an editorial note saying that in addition to the wikipedia definition, based on common procedure in banks, civic clubs and the like can be included in this set. Others agree. Suggest that the definition and the taxonomy be consistent with one another.

Additional text from the Wikipedia paragraph has now been moved from the skos:definition annotation to a new explanatryNote annotation. UnincorporatedAssociation has been added this was not in FIBO, to review today.

The definition appears to be synonymous with InformalOrganization

Aldrich Wright: If you do business with an unincorporated association/Informal Organization who do you sue? Can you take them to court? Or do you sue the individuals in the group?

Correct in, FormalOrganization. The definition adds that this type of entity "promotes a common enterprise" That is, its function.

Mike suggests that from a modeling point of view, that this is a functionally defined

entity whose 'hasIdentity' or 'takesForm' relation is FormalOrganization. We don't have this exact concept or the relevant building blocks, since we don't have a way of defining a formal organization which is explicitly not incorporated (we would need Legal Person in the model to be able to frame a restriction which would say this). So we would need to add something to the model to be able to frame this concept. To open a business account you do need some kind of formal paperwork, whether or not this is a Charter as such.

Should we add this (Informal social //rec etc. organization)? Or can we continue to use Informal Organization as being adequate to cover this concept? Informal Organization is disjoint with Formal Organization in FIBO.

Igor Ikonnikov How do we define "Formal"?

The definition given in Slide 22 for this kind of thing, is framed so as to include both things which fall under Informal Organization and things which fall under formal Organization, since the definition says it may or may not have a charter. For kinds of informal organization, since they have no formalism, there will be an infinite number of types of these.

How does this differ from Unincorporated Association?

The Unincorporated Association has a little more clarity to it. The latter is almost treated as if it is a legal entity but it is not a Legal Person. Certain organizations do have bank accounts and have certain signatories on that bank account.

Note that FormalOrganization also has the property that it is recognized in some

jurisdiction. That raises the question of whether we should have introduced one new concept for having some formality, and another for that formality being recognized in some jurisdiction, rather than both.

Action: MB raise a JIRA issue to revisit Organization in Foundations wrt to jurisdiction.

Also the definition for Informal Organization has "in some way" which logically should really be "in any way". Being constituted in some way, and being recognized in some jurisdiction are separate concepts, and so these should ideally be framed separately, whereas at present in FIBO Foundations the two are conflated in the one concept of FormalOrganization in current FIBO.

Action: David will more get clarity from Wells on whether the charter for an Informal Association needs to be legally recognized in some jurisdiction or not and for the meaning of formal and informal.

We also need some of the other banks to talk to these points as well.

Igor: will try and get some indication of what makes something a Formal Organization, e.g. if some people write a charter, can they open an account, or do they need to go to some municipal or other jurisdictional authority to recognize them as such before they can open a bank account.

Informal in FIBO incudes illicit cartels.

Next: Partitioning into jurisdictionally specific groupings (Slide 6ff) These concepts relate to types of entity which are specific to different jurisdictions.

Mike clarifies that the terms like BodyIncorporatedThroughAgreement are deliberately jurisdiction neutral, and are not expected to be recognized as a term which exists in any jurisdiction, because they are not: they are ontological categories (buckets) of thing.

David questions this approach. Obviously if you show these selfdefining concepts to any attorney in any jurisdiction, they will not recognize them. Also not all of these categories are populated in any given jurisdiction.

Question for the group: are these a useful and helpful kind of category (the attorneys certainly saw it that way said David).

If we took a bottom up approach we would take a very different view of this. Example: Partnership incorporated by equity, which is currently (wrongly) also classified as General Stock Corporation. The insertion of General Stock Corporation was done later than this work and is not consistent with the position of this concept in the taxonomy.

Mike notes that the additional concepts of JointStockCompany, Company, GeneralStockCompany are NOT compatible with the original way in which these selfdefining "bucket" concepts were framed so viewers should not try to interpret these concepts in the light of the taxonomy that i shown on Slide 6 these are wrong.

GeneralStockCorporation is one which Wells have not heard of. The original model was useful conceptually but introduced a set of concepts which were considered as presenting challenges, namely the selfdefining jurisdictionneutral concept. In the original model, Partnership Incorporated by Equity had two parents: Legal Person and Partnership. The removal of the classification of Legal Person also makes these concepts hazy.

Action: David will come back with some further revisioning after further discussion with the attorneys of -“GeneralStockCorporation. The original model was useful conceptually but introduced a set of concepts which were considered as presenting challenges, namely the selfdefining jurisdictionneutral concept. In the original model, Partnership Incorporated by Equity had two parents: Legal Person and Partnership. The removal of the classification of Legal Person also makes these concepts hazy”

This will be the key point of discussion between now and the end of June.

Action items

David NewmanDavid will talk to the folks responsible for this set of terms and get back with a response to (slides 2 4 of today's slide deck). Comments on Protégé hierarchy of these business entity types - What they meant by these concepts?

Mike Bennett MB post a JIRA issue to revisit Organization in Foundations wrt to jurisdiction.

David Newman David will more get clarity from Wells on whether the charter for an Informal Association needs to be legally recognized in some jurisdiction or not and for meaning of Formal and Informal.

David Newman David will come back with some further revisioning after further discussion with the attorneys of -“GeneralStockCorporation. The original model was useful conceptually but introduced a set of concepts which were considered as presenting challenges, namely the selfdefining jurisdictionneutral concept. In the original model, Partnership Incorporated by Equity had two parents: Legal Person and Partnership. The removal of the classification of Legal Person also makes these concepts hazy”