{"format":"vercy-enterprise-profile-candidate/v1","contourId":"EM-ORG-03","name":"Enterprise Ownership, Control and Governance","decision":"PROFILE","newRuntimeId":false,"bases":["WM-ECO-038","WM-ORG-012","WM-ORG-018","WM-ORG-007","WM-KNW-010","WM-REC-010","WM-ACT-025","WM-ORG-006"],"constraints":["Ownership Interest is an addressable typed profile instance binding holder, issuer, holderCapacity, pinned Share Class version, quantity, valid time, knowledge time and scenario; it mints no WM identifier.","WM-ECO-038 exclusively masters holding quantity and Share Class pin; WM-ORG-012 carries no duplicate quantity or percentage and is used only for organization-to-organization ownership facets, while natural-person holdings remain on WM-ECO-038 alone.","Holder capacities registered-holder, beneficial-owner, economic-interest-holder, nominee, custodian and manager remain distinct; aggregation across capacities over the same units requires an explicit rule and otherwise is forbidden.","Ownership Interest and Control Relation are disjoint addressable typed profiles over WM-ORG-012; ownership cannot store controls=true and Control Relation cannot be inferred from ownership, votes or consolidation.","Control Relation records control kind, basis, scope, direction, evidence, valid time, knowledge time and scenario; contractual, de-facto and voting control, consolidation and signing authority remain distinct.","Every calculated or externally asserted percentage uses derivedClaimContract; asserted and derived claims coexist, never overwrite each other and never become holdings or relationship facts.","Indirect calculations use the closed versioned cycle convention list, record cycle membership and termination evidence, and publish unresolved rather than a truncated figure on non-convergence.","Scenario, rule, denominator and convention comparisons require resolvable identities; the unassigned vocabulary owner holds canonical publication and free-text labels never establish equality.","Governance Body reuses WM-ORG-018; charter or mandate replacement preserves identity, while dissolution-and-replacement opens a new body with an explicit succession link.","Appointment profiles WM-ORG-006 with body-scoped seat identity; at most one open membership per (body,seat,instant), appointment lies within body existence and authority validity, and termEnd differs from cessation with reason.","Seat, office, member, person, appointment, attendance, voting eligibility, quorum contribution and authority remain distinct; historical attendance and votes are immutable after membership change.","Quorum and voting eligibility are conditional on an assigned governing-procedure rule master; WM-ACT-025 records meeting or written-consent evidence with per-matter denominator, exclusions, recusals and determination instant.","Mandate reuse follows mandateReuseGate exactly; failure blocks reuse and raises an identifier-unassigned candidate without guessing an identifier.","Resolution uses WM-REC-010 as its citable anchor, carries refs to WM-KNW-010 content and mandatory WM-ACT-025 evidence, and records one status from resolutionComposition.","Failed quorum yields not-validly-adopted while preserving content, expression and evidence; ratification is a new valid Resolution referencing the defective anchor.","Signing authority is evaluated at the act instant in both valid and knowledge time against a live in-scope Mandate and WM-ORG-006 appointment; retroactive revocation supersedes but never erases the prior authority claim.","Resolution alone never creates Mandate, signing authority, Share Class rights, holdings or relationship mutations; execution waits for the unassigned corporate-action or transaction boundary.","All stated allocation invariants remain binding by reference to allocation-candidate.json#invariantRules."],"publishable":false,"profileRoles":{"OwnershipInterest":"addressable typed profile instance; WM-ECO-038 exclusively masters quantity and class-version pin; WM-ORG-012 carries only organization-to-organization ownership-link facts","ControlRelation":"distinct addressable typed profile instance on WM-ORG-012; no new WM identifier","GovernanceBody":"reuse WM-ORG-018","Appointment":"WM-ORG-006 profile with body-scoped seatId, party, term, cessation, authority and source record","Mandate":"conditional reuse WM-ORG-007 after mandateReuseGate","Resolution":"WM-REC-010 authentic expression is the citable composition anchor for WM-KNW-010 content and mandatory WM-ACT-025 evidence; no new identity"},"holds":["Share Class remains identifier-unassigned and this profile is not canonically publishable.","Calculation Context Vocabulary, Governing Procedure Rule and Corporate Action / Transaction Execution remain unassigned boundaries.","WM-ORG-007 reuse is conditional on mandateReuseGate; failure creates only an unassigned candidate.","WM-ORG-012 and WM-ORG-018 parent conflicts and relation contracts require reconciliation.","Fixtures are declarative and non-executable until the unassigned vocabularies and boundaries are allocated."],"conditionalUnassignedCandidates":["Mandate if WM-ORG-007 reuse gate fails","Governing Procedure Rule","Corporate Action / Transaction Execution","Calculation Context Vocabulary"],"calculationVocabulary":{"state":"unassigned-owner-hold","freeTextEqualityAllowed":false,"requiredIdentityFamilies":["scenario","ruleVersion","denominatorPolicy","cycleConvention"]},"derivedClaimContract":{"categories":["derived","externally-asserted"],"required":["claimId","category","rightType","shareClassPin","denominatorRef","validAt","knownAt","scenarioRef","ruleVersionRef","inputPins"],"shareClassPin":["shareClassId","version","contentDigest"],"cycleFieldsWhenIndirect":["cycleConventionRef","cycleSet","tolerance","maxIterations","iterationCount","convergenceState"],"convergenceStates":["converged","unresolved"],"nonConvergenceRule":"maxIterations reached without tolerance => unresolved; no numeric result is authoritative","assertedFieldsWhenExternal":["sourceRef","basis"],"mastership":"claim record only; never WM-ECO-038 quantity or WM-ORG-012 relationship"},"cycleConventionVocabulary":{"state":"closed-versioned-but-owner-unassigned","values":["treasury-elimination","proportional-look-through","graph-cut","scc-collapse","ignore-cycles"],"requiresIdentityNotLabel":true},"mandateReuseGate":{"requiredSeparatelyRecorded":["grantor","grantee","scope","instrument","effectiveInterval","revocation","powers","reservedMatters","limits"],"mustExclude":["votingEligibility","quorum"],"pass":"reuse WM-ORG-007","fail":"block reuse and raise identifier-unassigned Mandate candidate under hold; no identifier guessed"},"resolutionComposition":{"anchor":"WM-REC-010 authentic expression","requiredRefs":["WM-KNW-010","WM-ACT-025"],"statusVocabulary":["validly-adopted","not-validly-adopted","contested","superseded"],"ratificationRule":"a later valid Resolution references the defective anchor; the defective Resolution never becomes valid"},"constraintRules":[{"id":"P01","text":"Ownership Interest is an addressable typed profile instance binding holder, issuer, holderCapacity, pinned Share Class version, quantity, valid time, knowledge time and scenario; it mints no WM identifier."},{"id":"P02","text":"WM-ECO-038 exclusively masters holding quantity and Share Class pin; WM-ORG-012 carries no duplicate quantity or percentage and is used only for organization-to-organization ownership facets, while natural-person holdings remain on WM-ECO-038 alone."},{"id":"P03","text":"Holder capacities registered-holder, beneficial-owner, economic-interest-holder, nominee, custodian and manager remain distinct; aggregation across capacities over the same units requires an explicit rule and otherwise is forbidden."},{"id":"P04","text":"Ownership Interest and Control Relation are disjoint addressable typed profiles over WM-ORG-012; ownership cannot store controls=true and Control Relation cannot be inferred from ownership, votes or consolidation."},{"id":"P05","text":"Control Relation records control kind, basis, scope, direction, evidence, valid time, knowledge time and scenario; contractual, de-facto and voting control, consolidation and signing authority remain distinct."},{"id":"P06","text":"Every calculated or externally asserted percentage uses derivedClaimContract; asserted and derived claims coexist, never overwrite each other and never become holdings or relationship facts."},{"id":"P07","text":"Indirect calculations use the closed versioned cycle convention list, record cycle membership and termination evidence, and publish unresolved rather than a truncated figure on non-convergence."},{"id":"P08","text":"Scenario, rule, denominator and convention comparisons require resolvable identities; the unassigned vocabulary owner holds canonical publication and free-text labels never establish equality."},{"id":"P09","text":"Governance Body reuses WM-ORG-018; charter or mandate replacement preserves identity, while dissolution-and-replacement opens a new body with an explicit succession link."},{"id":"P10","text":"Appointment profiles WM-ORG-006 with body-scoped seat identity; at most one open membership per (body,seat,instant), appointment lies within body existence and authority validity, and termEnd differs from cessation with reason."},{"id":"P11","text":"Seat, office, member, person, appointment, attendance, voting eligibility, quorum contribution and authority remain distinct; historical attendance and votes are immutable after membership change."},{"id":"P12","text":"Quorum and voting eligibility are conditional on an assigned governing-procedure rule master; WM-ACT-025 records meeting or written-consent evidence with per-matter denominator, exclusions, recusals and determination instant."},{"id":"P13","text":"Mandate reuse follows mandateReuseGate exactly; failure blocks reuse and raises an identifier-unassigned candidate without guessing an identifier."},{"id":"P14","text":"Resolution uses WM-REC-010 as its citable anchor, carries refs to WM-KNW-010 content and mandatory WM-ACT-025 evidence, and records one status from resolutionComposition."},{"id":"P15","text":"Failed quorum yields not-validly-adopted while preserving content, expression and evidence; ratification is a new valid Resolution referencing the defective anchor."},{"id":"P16","text":"Signing authority is evaluated at the act instant in both valid and knowledge time against a live in-scope Mandate and WM-ORG-006 appointment; retroactive revocation supersedes but never erases the prior authority claim."},{"id":"P17","text":"Resolution alone never creates Mandate, signing authority, Share Class rights, holdings or relationship mutations; execution waits for the unassigned corporate-action or transaction boundary."},{"id":"P18","text":"All stated allocation invariants remain binding by reference to allocation-candidate.json#invariantRules."}]}