Asset vehicle isolation

@@ -11,8 +11,9 @@ short_description: "The legal and structural mechanisms through which each direc
status: active
bcsc_class: public-disclosure-safe
language_protocol: PROSE-TOPIC
last_edited: 2026-07-11
last_edited: 2026-09-04
editor: woodfine-editorial
audience: public
paired_with: asset-vehicle-isolation.es.md
---

@@ -23,10 +24,10 @@ partnership personhood: each LP is a distinct legal entity with its own creditor
equity register, and its own balance sheet. An obligation incurred at one vehicle does not
become an obligation of any other vehicle, regardless of common beneficial ownership at a
higher level in the corporate structure. This isolation is the primary mechanism by which the
direct-hold framework protects unit holders from cross-vehicle contagion. The rest of this
article describes the mechanics as they apply to the limited-partnership-form vehicles; the
Spain SOCIMI and Mexico FIBRA achieve the same asset-level separation through their own
jurisdictions' corporate and trust law, not through limited partnership form.
direct-hold framework protects unit holders from cross-vehicle contagion. The sections that
follow describe the limited-partnership-form mechanics first. They then describe how the
planned Spain SOCIMI and Mexico FIBRA are intended to reach the same asset-level separation
through their own jurisdictions' corporate and trust law, rather than through partnership form.

## Key takeaways

@@ -39,6 +40,8 @@ jurisdictions' corporate and trust law, not through limited partnership form.
  secured against the specific property in that LP, and the lender's recourse on default is
  limited to that property and any other collateral specifically pledged — not to the
  broader portfolio.
- The planned Spain and Mexico vehicles are intended to reach the same separation through
  different legal forms — a corporation in Spain, a trust in Mexico.

## Legal separation

@@ -81,6 +84,47 @@ appear on the register of another, even if the investor holds units in both. Thi
isolation means that an encumbrance against one investor's holding in one vehicle cannot
affect their holding in another through the equity record.

## Separation in the Spain and Mexico vehicles

A holder in the planned Spain or Mexico vehicle is intended to be protected on the same
terms as a limited partner. A creditor of one vehicle reaches that vehicle's assets and no
others. Neither jurisdiction delivers that result through partnership form. Spain relies on
the separate legal personality of a stock corporation; Mexico relies on a trust patrimony,
with a further barrier one layer below it. In both, the separation follows from the legal
form itself, not from any agreement between the vehicles.

**Spain — separation by corporate personality.** [[professional-centres-spain-socimi-structure|Professional Centres Spain SOCIMI]] is planned
to be formed in Madrid as a Sociedad Anónima Cotizada de Inversión en el Mercado Inmobiliario
— a Spanish stock corporation carrying real-estate tax status. Under Spanish company law, a
stock corporation is a legal person distinct from its shareholders: it owns its own assets,
incurs its own obligations, and answers to its own creditors, and a shareholder's exposure is
limited to the capital that shareholder subscribed. Its share register is intended to settle
through Iberclear, Spain's central securities depositary, and its governing entity is its own
— Woodfine Professional Centres 3 S.A. is planned to serve as Administrator, a role that binds
no other vehicle. Legal title to property sits one layer lower: the Spain vehicle is intended
to hold each property through its own [[titleco-and-subsidiary-silo-model|Titleco]] nominee
company, on the same basis as the other three vehicles.

**Mexico — separation by trust patrimony and site-level subsidiary.** [[professional-centres-mexico-fibra-structure|Professional Centres Mexico FIBRA]] is planned
to be constituted as a fideicomiso — a Mexican trust — rather than a company, with a licensed
banking institution required by law to act as fiduciary. Assets placed in the trust form a
patrimony held by the fiduciary for the beneficiaries, separate from the fiduciary's own
estate; CBFI holders hold the beneficial and economic interest, without direct title to the
real property. Below the trust, the planned Subsidiary Silo model adds a second barrier: each
development site is intended to sit inside its own Sociedad de Responsabilidad Limitada, a
Mexican limited-liability company holding the deed to that one site and nothing else, with
legal title to that company's shares held by the bank as fiduciary. A liability event at one
site is intended to stop inside that company, reaching neither the trust nor any other site.
Governance follows the same lines: a Technical Committee is intended to instruct the bank on
that trust's development, leasing, and fee decisions, and its instructions bind that trust
and no other vehicle.

Each Direct-Hold Solution keeps its own creditors, its own register, its own audited
accounts, and its own governing instrument — a partnership agreement in Canada and the
United States, corporate bylaws in Spain, a trust agreement in Mexico. Neither vehicle is
yet formed; until each is constituted and registered in its jurisdiction, every mechanism in
this section is an intended design, not an operating fact.

## Parent company oversight

The parent holding company — as the ultimate beneficial owner of each vehicle's governing
@@ -96,3 +140,7 @@ each direct-hold vehicle are separate documents with separate audits.
  distribution declaration process
- [[titleco-and-subsidiary-silo-model]] — the property-level Titleco layer beneath this
  vehicle-level isolation
- [[professional-centres-spain-socimi-structure]] — the planned Spain vehicle's Administrator
  structure and statutory listing mandate
- [[professional-centres-mexico-fibra-structure]] — the planned Mexico trust's fiduciary
  governance and Subsidiary Silo model