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This document proposes a generic approach for how to exchange signatory rights as structured and machine-readable rules within the EU. The Signatory rights model work started in Nordic Smart Government and Business program and has been continued in Nordic Smart Government Network, Data Quality and Sematic Group. The model is based on the Nordic Core Business Vocabulary.
Information about signatory rights is mainly registered in two different ways in various nations' business registers.
General provisions about signatory rights are registered either as free-text string or as textual code values, that specify terms for who can representent a legal entity. This is often only available in the national language.
If signature rights have been assigned to named persons, these are registered indicating that they have signature rights on the legal entity they represent.
A legal entity with multiple signatory rights can be registered with both variants. There are also examples of signatory rights consisting of both free text and more structured data.
Unstructured information and different registration methods create challenges when information about signatory rights is to be exchanged and interpreted across national borders and systems.
A legal entity can be registered with one or more instances of Signatory rights.
Signatory rights can consist of one or more representation rules. Each rule describes in a structured machine-readable way the conditions for a mandate to be valid by setting requirements for the number of agents (Person or Legal entity) and the roles they must hold in a legal entity. An agent can hold one or many roles in a legal entity and can acquire signatory rights through multiple signatory rules.
Overview model
An overview or simplified model, showing the important classes with textual descriptions.
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classDiagram
Representation Rule <|-- Role Based Representation Rule : is subclass of
Representation Rule <|-- Membership Based Representation Rule : is subclass of
class Signatory Rights {
Signatory rights for
the legal entity
}
Signatory Rights --> "0..1" Legal Entity : has mandator
Signatory Rights --> "1..1" Representation Rule : has representation rule
class Legal Entity {
The legal entity that grants
the signatory rights. The Mandatee.
}
class Representation Rule {
A rule that describes who or which
agents signatory rights is granted to.
}
class Role Based Representation Rule {
"Board member",
"Managing Director"...
}
class Membership Based Representation Rule {
"Members of an association",
"Members of a partnership"...
}
class Composite Representation Rule {
A composite rule needs to be broken down
into two or more representation rules.
}
Composite Representation Rule --> "0..*" Representation Rule : and
Composite Representation Rule --> "0..*" Representation Rule : or
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Complete model
A complete model showing all classes, attributes, and associations.
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classDiagram
class Legal Entity ["LegalEntity"] {
Legal Name : String
}
direction TB
Legal Entity --> "1..1" Signatory Rights:grants mandate
Legal Entity --> "1..1" Identifier : legal identifier
class Signatory Rights {
Date of Issue : Date
Identifier : String
Modified : Date
Status : String
}
Signatory Rights --> "1..1" LegalEntity : has mandator
Signatory Rights --> "1..1" Representation Rule : has representation rule
class AgentLegalEntity["Agent"] {
}
class Person {
Full Name : String
}
Person --> "1..*" Identifier : identifier
class Identifier {
Date of Issue : Date
Notation : String
Schema Agency : String
Schema Name : String
}
class Representation Rule {
Description : Lang String
Sequence : Positive Integer
}
class Role Based Representation Rule {
Minimum Number of Role Holders : Positive Integer
}
Role Based Representation Rule --> "0..*" Role : defines valid role
Role Based Representation Rule ..> "1..1" SKOSConcept : role holder quantifier
class Membership Based Representation Rule {
Minimum Number of Members : Positive Integer
}
Membership Based Representation Rule --> "0..*" Membership : defines valid membership
Membership Based Representation Rule ..> "1..1" SKOSConcept : member quantifier
class Composite Representation Rule {
}
Composite Representation Rule --> "0..*" Representation Rule : and
Composite Representation Rule --> "0..*" Representation Rule : or
class Role {
}
Role ..> "1..1" SKOSConcept : has role
class SKOSConcept["skos:Concept"] {
}
class Membership {
}
Membership --> "0..1" Role : role
Membership --> "0..1" AgentLegalEntity : member
Representation Rule <|-- Role Based Representation Rule : is subclass of
Representation Rule <|-- Membership Based Representation Rule : is subclass of
AgentLegalEntity <|-- Person : is subclass of
AgentLegalEntity <|-- Legal Entity : is subclass of
At least one representation rule, expressed either as an instance of this class or of one of its subclasses, must always be provided. Use of the more specific subclasses is recommended whenever the rule can be represented in a structured form.
Usage note
Use this class when a representation rule is available only in written or unstructured form and cannot be expressed using structured data. Where the rule can be broken down into structured components, one or more of the specific subclasses should be used instead.
Attributes of the Representation Rule class
Attribute
Description
Name
Description
Description
A textual representation of the rule in a human-readable form.
Use to provide the rule in text when structured representation is not possible, or together with structured data to convey the rule in a human-readable form.
Attribute
Sequence
Name
Sequence
Description
Indicates the position of a representation rule within a composite representation rule, defining the order in which the rules are applied or evaluated.
Use this class when a representation rule can be expressed in terms of organizational roles and the number of role-holders required to act. For example, when two board members must sign jointly, or when the CEO can act alone. If a representation rule consists of a combination of roles, this must be expressed as separate role-based representation rules within a composite representation rule.
Attributes of the Role Based Representation Rule class
Attribute
Minimum Number of Role holders
Name
Minimum Number of Role holders
Description
Specifies the minimum number of individuals holding the specified role that must act for the representation rule to be valid.
Use this property to indicate the minimum number of individuals holding the specified role (role holders) who must act for the representation rule to be valid. When the rule is part of a composite representation rule, this minimum applies to the specific role-based rule within the composite. Either this property or Role Holder Quantifier property SHOULD be used, but not both.
Associations of the Role Based Representation Rule class
Association
Role Holder Quantifier
Name
Role holder Quantifier
Description
Specifies a qualitative quantity or proportion of role holders required for the rule, used when the number cannot be expressed as a specific numeric value (e.g., “all”, “half”, “majority”).
Use this property when a role-based representation rule requires a non-numeric quantification of role holders. Either this property or Minimum Number Of Role Holders property SHOULD be used, but not both.
Association
Defines Valid Role
Name
Defines Valid Role
Description
Specifies the organizational role that an individual must hold for the role-based representation rule to be valid.
Use this property to indicate which role or roles qualify an individual to act under the rule. The rule is considered satisfied only if the required number of individuals holding the specified role(s) participate. Typically, only a single role is referenced. However, in cases where the rule refers to a general role (e.g., “board member”), it may be necessary to specify more precise roles. For example, the rule “Two board members jointly” may require that, in addition to the general board member role, more specific roles such as board chair and board vice-chair are specified.
Class Membership Based Representation Rule
Class
Membership Based Representation Rule
Name
Representation Rule
Description
A rule that specifies representation based on being a member of the mandating legal entity, and the number of such members required to act.
Use this class when a representation rule can be expressed in terms of members of the mandating legal entity and the number of such members required to act. For example, when two members of a partnership must act jointly, or when three members of an association can sign together. If a representation rule consists of a combination of membership-based rules, these must be expressed as separate membership-based representation rules within a composite representation rule.
Attributes of the Membership Based Representation Rule class
Attribute
Minimum Number of Members
Name
Minimum Number of Members
Description
Specifies the minimum number of members of the legal entity who hold the specified signatory rights (mandatees) that must act for the role-based representation rule to be valid.
Use this property to indicate the minimum number of mandatees (holders of the specific signatory rights) within the legal entity who are required to act for the rule to be valid. When the rule is part of a composite representation rule, this minimum applies to the specific membership-based rule within the composite. Either this property or the Member Quantifier property SHOULD be used, but not both.
Associations of the Membership Based Representation Rule class
Association
Member Quantifier
Name
Member Quantifier
Description
Specifies a qualitative quantity or proportion of members of the mandating legal entity required for the rule, used when the number cannot be expressed as a specific numeric value (e.g., “all”, “half”, “majority”).
Use this property when a membership-based representation rule requires a non-numeric quantification of members. This property complements MinimumNumberOfMembers and may be used in combination with numeric values if appropriate. Either this property or the Minimum Number of Members property SHOULD be used, but not both
Association
Defines Valid Membership
Name
Defines Valid Role
Description
Specifies the memberships that qualify individuals to act under the membership-based representation rule.
Use this property to indicate which members of the legal entity are authorized to act. The rule is considered satisfied only if the required number of these members participate.
Class Composite Representation Rule
Class
Composite Representation Rule
Name
Representation Rule
Description
A rule consisting of one or more representation rules, each of which may be role-based, membership-based, or composite.
A membership represents a relationship between an agent and an organization or legal entity, indicating the agent’s role, participation, or affiliation within that entity.
Use this property to specify the organizational role associated with the membership. It is mandatory when the membership is part of a Role Based Representation Rule.
Class Role
Class
Role
Name
Role
Description
The Role that the Agent plays in a Membership relationship with a legal entity.
The Representation Rule describe who the signatory rights are granted to. Rules about who can represent a legal entity are often given in written form, e.g. "Two board members in common". The subclasses of the Representation Class make it possible to represent this as structured data.
The Representation Rule Class
If you do not have the opportunity to structure the rule, or it is too complex for this, you can simply use the Representation Rule class and the description property.
Example:
Represetation rule: "Representation by the persons authorised thereto as follows: by any of them jointly with any Board
member or another person authorised to represent the company"
:Rule a ncvb:RepresentationRule ;
ncbv:description "Representation by the persons authorised thereto as follows: by any of them jointly with any Board
member or another person authorised to represent the company"@en , "Oikeutetut edustavat yhtiötä kukin erikseen yhdessä hallituksen jäsenen tai toisen edustamiseen oikeutetun kanssa"@fi .
In addition to describing the rule as text, you can also describe the memberships and roles that are included in the rule.
The Role Based Representation Rule Class
Some signatory rights are assigned to roles. In addition to the role, it specifies how many role holders are needed for the rule to be fulfilled. If the number of role holders can be quantified, then the property ncbv:minNumbersOfRoleHolders is used, e.g. 1, 2 or 3.
Some rules have a non-numeric quantification of role holders. For example, "All the board members jointly" and "The majority of the board members". We have also included a quantifier "Alone", if if you want to explicitly say that a role holder holds signatory rights alone.
Although the Role Based Representation Rule Class provides the ability to describe a rule in a structured way, one can also use the inherited ncbv:description property to provide a more human-readable description in addition.
Example:
Representation rule: "Two board members jointly."
:Rule1 a ncbv:RoleBasedRepresentationRule ;
ncbv:description "Two boards members jointly"@en , "To styremedlemmer i fellesskap"@nb ;
ncbv:minNumberOfRoleHolders "2"^^xsd:positiveInteger ;
ncbv:definesValidRole <http://ex.org/roleType/BoardMember> .
The memberships with the board member roles should be described in addition.
Note: If the board chair is defined as a board member, ncbv:definesValidRole should include this role. This may vary between countries.
Example:
Representation rule: "Managing Director alone."
:Rule2 a ncbv:RoleBasedRepresentationRule ;
ncbv:description "Managing Director alone"@en , "Daglig leder alene"@nb ;
ncbv:roleHolderQuantifier <http://ex.org/quantifierType/Alone> ;
ncbv:definesValidRole <http://ex.org/roleType/ManagingDirector> .
Example:
Representation rule: "The members of the Board individually."
:Rule3 a ncvb:RoleBasedRepresentationRule ;
ncbv:description "The members of the Board individually."@en , "Styrets medlemmer hver for seg"@nb ;
ncbv:minNumberOfRoleHolders "1"^^xsd:positiveInteger ;
ncbv:definesValidRole <http://ex.org/roleType/BoardMember> .
Note: Here we set ncbv:minNumbersOfRoleHolders to 1, since the board members do not have the signatory rigths alone, but individually.
The Membership Based Representation Rule
Sometimes signatory rights are assigned to one or more named persons. These are often assigned a separate signature role in the national business registers.
For such signatory rights provisions, the Membership Representation Rule is used. Instead of pointing to valid Roles, these are linked to valid Memberships. In addition, the minimum number of members required for the rule to be fulfilled is documented. If the number can be specified with a numerical value, the ncbv:minNumberOfMembers property is used. If the rule has non-numeric quantification of the number of members, the ncbv:memberQuantifier is used.
Example:
Membership based representation rule: "Signing individually: Johan Berg, Lina Hansen, Amir Niemi"
#The Membership Based Rule
:Rule4 a ncbv:MembershipBasedRepresentationRule ;
ncbv:description "Signing individually: Johan Berg, Lina Hansen, Amir Niemi"@en , "Signerande var för sig: Johan Berg, Lina Hansen, Amir Niemi"@se ;
ncbv:minNumberOfMembers "1"^^xsd:positiveInteger ;
ncbv:definesValidMembership <http://example.com/membership1> , <http://example.com/membership2> , <http://example.com/membership3> .
The Composite Representation Rule
A signatory rights representation rule can also be composed of several other representation rules. Such composite rules can consist of role-based rules and/or membership-based rules. For very complex rules, they can also consist of other composite rules.
To describe such rules, the ncbv:CompositeRepresentationRule class is used.
The rules that are included are linked together with either the ncbv:or or ncbv:and property, which represents the logical operators OR and AND. The order of the rules associated with an ncbv:or or ncbv:and property is not important for technical validation purposes. However, if you want to improve readability, you can use nbcv:sequence to specify the order.
Example:
Representation rule: Managing Director alone or two members of the Board jointly.
This can be seen as two Role Based Representation Rules linked together with an OR relationship:
Managing Director alone OR
Two members of the Board jointly.
#The Composite Representation Rule
:Rule5 a ncbv:CompositeRepresentationRule ;
ncbv:description "Managing Director alone or two members of the Board jointly."@en , "Framkvæmdastjóri einn eða tveir stjórnarmenn saman."@is ;
ncbv:or :Rule6 , :Rule7 .
:Rule 6 a ncbv:RoleBasedRepresentationRule ;
ncbv:sequence "1"^^xsd:positiveInteger ;
ncbv:roleHolderQuantifier <http://ex.org/quantifierType/Alone> ;
ncbv:definesValidRole <http://ex.org/roleType/ManagingDirector> .
:Rule7 a ncbv:ncbv:RoleBasedRepresentationRule ;
ncbv:sequence "2"^^xsd:positiveInteger ;
ncbv:minNumberOfRoleHolders "2"^^xsd:positiveInteger ;
ncbv:definesValidRole <http://ex.org/roleType/BoardMember> .
Example:
We can also have combinations of Role Based Representation Rules and Membership Based Representation Rules.
Representation rule: A member of the Board must sign jointly with one of the following: Johan Berg, Lina Hansen, Amir Niemi.
#The Composite Representation Rule
:Rule8 a ncbv:CompositeRepresentationRule ;
ncbv:description "A member of the Board must sign jointly with one of the following: Johan Berg, Lina Hansen, Amir Niemi."@en ,
"Et styremedlem må signere sammen med en av følgende: Johan Berg, Lina Hansen, Amir Niemi."@no ;
ncbv:and :Rule9 , :Rule10 .
:Rule9 a ncbv:ncbv:RoleBasedRepresentationRule ;
ncbv:sequence "1"^^xsd:positiveInteger ;
ncbv:minNumberOfRoleHolders "1"^^xsd:positiveInteger ;
ncbv:definesValidRole <http://ex.org/roleType/BoardMember> .
:Rule10 a ncbv:MembershipBasedRepresentationRule ;
ncbv:sequence "1"^^xsd:positiveInteger ;
ncbv:minNumberOfMembers "1"^^xsd:positiveInteger ;
ncbv:definesValidMembership <http://example.com/membership1> , <http://example.com/membership2> , <http://example.com/membership3> .
Application profile for signatory rights, defined in collaboration by the Nordic countries.
Note that this application profile don't show Legal Entity and Person as subclasses to Agent and don't show Membership Based Representation Rule and Role Based Representation Rule as subclasses to Representation Rule.