CAcert Organisation Assurance Program sub-policy for Europe

Editor: Teus Hagen
Creation date: 2008-05-01
Status: WiP 2008-05-02
Next status: DRAFT 2008

0. Preliminaries

This CAcert sub-policy extends the Organisation Assurance Policy ("OAP") by specifying how the CAcert Organisation Assurance Program ("COAP") is to be conducted by the assigned Organisation Assurer ("OA") under the supervision of the Assurance Officer ("AO") for entities within the defined scope.

1. Scope

This sub-policy is applicable to:

1. organisations registered in Europe with an official Trade Office Registry ("Approved Registry"), following the European style of Chambers of Commerce. Approved Registries are tabled in Appendix 1 of this sub-policy.

2. Requirements

This section describes any scope-specific requirements that are not otherwise defined in the Organisation Assurance Policy (OAP).

2.1 Organisation

1. The organisation must be registered with an Approved Registry.
2. The Approved Registry must have a mandate to register certain types of organisations (e.g. private companies, clubs Societies & Associations, partnerships, cooperatives, mutual societies, foundations, etc.)

2.2 Unincorporated Organisations

Registered Names. Where an approved Registry specifically maintains a register for local entities that trade without formal incorporation, the Registry entry will present independent evidence of the name, as demanded by OAP#5.d. This may apply to organisations such as Sole Traders, Doing-Business-As traders (DBAs), Partnerships, Church and Religious groups, etc.

Such entities have differing legal statuses with different liabilities. The named entity may not be capable of legally becoming a Member of CAcert, independently and separately from the individuals within. The Organisation Assurer (OA) must then take care to identify which individuals are Members, and which are therefore the natural legal entities behind the names.

The general standard for assurance of an unincorporated entity with a Registered Name is that the result is equivalent to assurance of an individual Member, or Members, with the addition of the Registered Name.

There is no limit to the number of Registered Names that a Member may have.

Foreign Entities.
Where a local Registry requires foreign entities to register, this registration MAY NOT be used for Organisation Assurance.
Example: companies are frequently incorporated in the United Kingdom, but operated primarily in another European country. These foreign entities may require to register locally and submit financial and/or yearly reports, extracts of home documents, reports from professionals such as accountants, etc, to authorities in the operating country.

2.2 Records

Records supplied by the Registry must be one of the following forms:

1. Formal originals on paper, where they are extracted from the Registry in an independent manner;
2. Digital statements from an online service provided by the Registry, acquired by the Organisation Assurer in a secure and independent manner;
3. Historical supplemental documents may be accepted where it can be shown that material changes have not been made (e.g., via absence of subsequent submissions in official document listings). Such acceptance should be applicable to the particular jurisdiction, as documented by the Organisation Assurer, and under any process he determines.

The set of records supplied by the Registry is called the Extract, defined below.

3. The Trade Office Registry

Examples of Registries are: Chambers of Commerce in (continental) European, Companies House in the United Kingdom, Ministry of Justice, Finance, or Commerce in east Europe, and the Secretary of State in each of the United States of America.

3.1 Criteria for a Registry

An Organisation can be accepted for Assurance under this policy if registered with a formal Trade Office Registry. The criteria for a Trade Office Registry is:

1. The Registry follows the general model of Trade Offices, in that, it is a formal authority for dealing with local trade matters effecting organisations (not individuals);
2. The Registry is formally empowered to register corporate entities (organisations) under national law;
3. The Registry has a reliable search facility service that provides reliable documentary evidence of the registration entry of an organisation. The service may carry costs which are reimbursed from the organisation applicant;
4. The Registry (or, its search facility) can provide an Extract of the registration of the entity, below.

Approved Registries are defined in Appendix I. Addition of new Registries is by means of the routine Policy on Policy process, and is controlled by the policy group, on submission by Organisation Assurer.

3.1 Extracts

The Extract is the set of records provided by the Registry. The Extract is to include the following information about the entity:

1. location (at least within Registry's area),
2. type of organisation,
3. full name of the organisation,
4. director(s) with signing power and their signature structure,
5. unique registration Identifier or number within Registry.

Organisation Assurance is available to any entity which can provide the above Extract.

4. Assurance Process

4.1 General Requirements

The Organisation Assurer should take note of the following.

1. Each Organisation Assurance is for one organisation only, but may include multiple names;
2. The Organisation Administrator (O-Admin) must be an Assurer;
3. All organisations must be verified by a Registry search by the Organisation Assurer.

4.2 Requirements for Companies

For Companies requesting Organisation Assurance under this sub-policy:

• The application must be made by an individual who is duly authorised to sign on behalf of the organisation:
  1. The Secretary as verified in the Extract. This is the preferred and best option;
  2. A full Director of the managing or Executive board, as verified in the Extract;
  3. Any other Applicant must prove that they are duly authorised to sign on behalf of the entity. For example, via explicit written delegation or under company rules. This will require due diligence to be conducted by the Organisation Assurer, to the standard and/or for approval by the Organisation Assurer.

4.2 Requirements for Individuals

For Individuals requesting Organisation Assurance under this sub-policy:

1. The individual Member must be an Assurer;
2. The individual Member acts as her own Organisation Administrator.

4.3 Requirements for Partnerships

For Partnerships requesting Organisation Assurance under this sub-policy:

1. The Partners must be verified via the Extract;
2. The applying Partner (signatory) must be a Member and Assurer;
3. Where the Assurer-Partner is not the managing Partner, further due diligence should be conducted. For small partnerships, the Organisation Assurer should be satisfied that the managing partner is aware-in-writing of the activity. For large partnerships, the verified role and title of the Assurer-Partner is sufficient and applicable to the activity.
4. The Assurer-Partner may delegate the role of Organisation Administrator to another Assurer within the Organisation.

4.4 CAcert Organisation Assurance (COAP) Form

On the CAcert Organisation Assurance Programme Form (COAP Form), the following must be specified:

1. The licensing authority (Trade Office Registry);
2. The unique registration Identifier or number (where issued; a Registry may not issue a unique Identifier for sole traders and partnerships);
3. The type of entity that is registered, according to the classification created by the Registry.

The essential purpose of the information is to permit the Organisation Assurer and others to clearly and accurately identify the entry held by the Registry.

5. Roles and Responsibilities

5.1 Organisation Assurance Officer

The Organisation Assurance Officer is to maintain an accessible file or frequently asked questions (FAQ) for each Registry showing:

1. The type or form of each entity that is registerable;
2. The location and conditions of access to the Registry's search facility;
3. The Extract form or manner;
4. The unique registration Identifier or number form or manner, as allocated to each registered organisation;
5. A list of Organisation Assurers currently authorised to conduct organisation assurances against the Registry;
6. The nature or regime of any supplemental / historical documents that may be acceptable;
7. The form of due diligence for verifying signatories that are not identified in the Extract;
8. Any restrictions applicable to the Registry, as decided by Policy Group, the Arbitrator, or as advised by the Organisation Assurer.

The Organisation Assurance Officer is also to maintain training and testing material applicable. Elements of the challenge may be confidential, but only for the purposes of maintaining the efficacy of the challenge.

Appendix I

Table of Accepted Registries for European countries

Registries that have been identified but not approved have been hidden from view and may be awaiting feedback from OAs in that country.