Corporate structure

@@ -4,7 +4,7 @@ title: "Corporate structure"
slug: corporate-structure
aliases:
  - topic-corporate-structure
short_description: "Corporate structure under Woodfine Capital Projects Inc.: the parent, its technology and delegated-services subsidiaries, and the vehicle-level subsidiaries that govern the Direct-Hold programme."
short_description: "How Woodfine Capital Projects Inc. is organised: a federally incorporated holding company acting as Developer and Promoter, the Manager and technology-vendor subsidiaries beneath it, and the general partners and promoter-equity vehicles that sit at each Direct-Hold Solution."
category: company
index_group: corporate-structure-and-ownership
type: reference
@@ -14,67 +14,80 @@ status: active
audience: public
bcsc_class: public-disclosure-safe
language_protocol: PROSE-TOPIC
last_edited: 2026-07-30
last_edited: 2026-08-24
editor: pointsav-engineering
paired_with: corporate-structure.es.md
cites: []
---

Woodfine Capital Projects Inc. (WCP) is the federally incorporated Canadian parent company, extra-provincially registered to carry on business in British Columbia. It conducts its business through wholly-owned subsidiaries, of which several are described here: PointSav Digital Systems, the technology vendor; Woodfine Management Corp. ("MCorp"), a delegated-services subsidiary; and a further set of vehicle-level subsidiaries — including Woodfine Professional Centres Inc., Woodfine Advisors Inc., and Benetti Holdings Inc. — that carry defined roles in the [[topic-direct-hold-framework|Direct-Hold framework]]. "Woodfine" refers to WCP and its subsidiaries and affiliates collectively; it is not a synonym for MCorp. The arrangement implements the [[topic-vendor-customer-model|vendor-customer model]] at the corporate level.
An investor's counterparty is never the parent company. Capital enters at the vehicle level, and each vehicle is a distinct legal entity with its own governing body. Woodfine Capital Projects Inc. (WCP) is the federally incorporated Canadian holding company at the top of that chain. It carries on its business through wholly-owned subsidiaries, each carrying one defined role, and it acts as Developer and Promoter of the [[direct-hold-framework|Direct-Hold Solutions]] — originating, developing, and arranging for the management of real property. Its origination and development activities expressly exclude the management of capital, funds, or financial assets on behalf of third parties. "Woodfine" means WCP together with its subsidiaries and affiliates; it is not a synonym for any one of them.

## Key takeaways

- WCP provides governance and ownership; PointSav Digital Systems delivers technology services; MCorp retains third-party consultants and performs tasks delegated to it by other WCP subsidiaries. MCorp is not the general partner of any Direct-Hold vehicle and does not govern the direct-hold limited partnerships.
- Governance of each Direct-Hold vehicle sits with that vehicle's own governing body — in Canada, the General Partner, Woodfine Professional Centres Inc. — not with MCorp. See "Vehicle-level subsidiaries" below.
- PointSav cannot make investment decisions and does not hold equity in managed properties; MCorp cannot modify platform code — the separation is enforced at the corporate boundary, not by contract alone.
- The parent holds ownership and sets policy. It holds no property title, manages no third-party capital, and is not the governing body of any vehicle.
- WCP is a Developer and Promoter, not an asset manager. Its economics come from originating and developing buildings, not from a fee charged on someone else's capital.
- Each jurisdiction has its own three entities: an investor vehicle, a general partner or administrator that governs it, and a separate special-purpose company holding the promoter's equity.
- One vehicle is established: Professional Centres Canada LP. Three are planned: in the United States, Spain, and Mexico.
- The structure is long-standing, not newly assembled. The company's own executed legal documents have described this holding-company-over-limited-partnerships arrangement since at least 2011.

## Parent entity
## The parent company

Woodfine Capital Projects Inc. is incorporated under the Canada Business Corporations Act (CBCA), and is extra-provincially registered to carry on business in British Columbia. It is the 100% owner of its subsidiaries and provides the governance framework within which each operates. The parent entity does not itself manage real estate assets or develop technology products. Its function is structural: it holds the ownership relationship and sets the policy framework that governs the operating entities below it.
Woodfine Capital Projects Inc. is a federally incorporated Canadian corporation and the sole shareholder of the operating subsidiaries described below. Its function is structural rather than operational: it holds the ownership relationships and sets the framework within which each subsidiary works. The parent does not itself hold legal title to real property, does not act as the governing body of any investor vehicle, and does not develop the platform software.

## Technology vendor
What the group develops is a specific building type in a specific setting. The focus is leasable space for professional and industrial service providers in and adjacent to large retail aggregations anchored by at least one big-box tenant — Power Centres — in North America and Europe. Those locations carry established foot traffic and access, which is the operating premise of the development programme. Initial Canadian development is concentrated in British Columbia and Alberta, with other Western Canadian markets under consideration.

PointSav Digital Systems is a wholly-owned subsidiary of Woodfine Capital Projects Inc. PointSav develops and maintains the property ledger platform, investor portal, and data infrastructure used to manage Direct-Hold assets, under the [[topic-technology-services|technology services agreement]].
## Developer and Promoter, not asset manager

PointSav does not hold equity in any managed property. PointSav does not make investment decisions and does not manage investor relations. Its mandate is confined to technology: platform development, ledger integrity, security posture, and system availability. Investment and capital decisions belong to each vehicle's own governing body.
This distinction determines what an investor is buying and what the parent is paid for. An asset manager takes in third-party capital and charges to manage it. WCP does not. It originates and develops the buildings, sponsors the vehicles that hold them, and derives its return from that development and promotion role — not from a management fee on assets it does not own.

## Delegated-services subsidiary
The consequence for a capital allocator is direct: the parent's interests sit on the construction and origination side of the transaction, not on the fee-on-assets side. Management of capital, funds, or financial assets for third parties falls outside the origination and development mandate the parent describes for itself. Investment and fiduciary authority over each vehicle's business sits with that vehicle's own governing entity, described below.

MCorp is a wholly-owned subsidiary of Woodfine Capital Projects Inc. Its mandate is service delivery inside the group: MCorp retains third-party consultants — professional, technical, and administrative — and performs tasks that other WCP subsidiaries delegate to it, on the terms of those delegations.
## The subsidiary layer

MCorp is not the general partner of any Direct-Hold vehicle, is not the administrator of any trust vehicle, and does not originate or govern the limited partnerships through which commercial assets are held. It holds no promoter equity in those vehicles: the promoter's equity-based compensation is held through Benetti Holdings Inc., a separate WCP subsidiary, escrowed until limited partners recover 100% of contributed capital or a defined liquidity event occurs (see [[professional-centres-canada-lp-structure|Professional Centres Canada LP structure]]).
Three distinct functions sit beneath the parent, each in its own company.

## Vehicle-level subsidiaries
**Delegated services.** Woodfine Management Corp. ("MCorp") is the Manager entity within the group. It retains third-party professional, technical, and administrative consultants, and it performs tasks that other WCP subsidiaries delegate to it, on the terms of those delegations. MCorp is not the general partner of any vehicle, is not the administrator of any trust vehicle, and does not govern the partnerships through which buildings are held.

Governance of each Direct-Hold vehicle rests with the governing body its legal form requires:
**Promoter equity.** The promoter's equity interest is not held by MCorp and not held at the parent. It sits in a separate special-purpose company created for that purpose in each jurisdiction — Benetti Holdings Inc. in Canada, with a corresponding company planned for each of the three planned vehicles. Isolating promoter equity in its own entity keeps the sponsor's economic stake visible and separable from the entities that provide services or exercise governance. The terms on which the Canadian interest is held are set out in [[professional-centres-canada-lp-structure|the Canada vehicle's structure article]].

| Vehicle | Legal form | Governing body |
|---|---|---|
| Professional Centres Canada LP | Limited partnership (British Columbia) | Woodfine Professional Centres Inc., a BC corporation and WCP subsidiary, as general partner |
| Professional Centres United States LP (planned) | Limited partnership (Delaware) | A Delaware corporation, intended to be a WCP subsidiary, as general partner — not yet formed |
| Professional Centres Spain SOCIMI (planned) | Sociedad Anónima Cotizada | A board of directors (Consejo de Administración) — a SOCIMI is a listed corporation, not a partnership, and has no general partner |
| Professional Centres Mexico FIBRA (planned) | Fideicomiso (trust) | An Administrator (Administrador), planned as a WCP subsidiary, together with a Technical Committee (Comité Técnico) |
**Technology.** PointSav Digital Systems is a separate, wholly-owned technology subsidiary of WCP. It builds and maintains the platform on which the buildings and unit positions are recorded, under the [[vendor-customer-model|vendor-customer model]]. PointSav holds no equity in any managed property, makes no investment decisions, and has no governance authority over any vehicle — and no services or governance entity in the group directs the platform's code in return. That separation runs along a corporate boundary rather than a contractual one, which means changing it requires a restructuring, not an amendment.

In Canada, the General Partner retains **Woodfine Advisors Inc.**, a WCP subsidiary, under an advisory services agreement to provide procurement, development, and management services; equivalent retained advisors are intended for the planned vehicles, though none has yet been named. Woodfine Advisors Inc. and MCorp are distinct entities: Woodfine Advisors Inc. is the Canada partnership's retained operational advisor under a disclosed related-party agreement, while MCorp performs delegated tasks and consultant procurement for the group generally.
## The vehicle layer

Legal title to each property is held by a separate WCP Titleco nominee company beneficially owned by the applicable partnership. [[topic-fiduciary-data-mandate|Fiduciary data custody]] of the property ledger sits with each vehicle's governing body — in Canada, Woodfine Professional Centres Inc. as General Partner — not with MCorp.
Investors hold units in a named vehicle, not in the parent. One vehicle exists today; three are planned.

## Separation principle
| Direct-Hold Solution | Legal form and jurisdiction | Status | Governing entity | Promoter-equity company |
|---|---|---|---|---|
| Professional Centres Canada LP | Limited partnership, British Columbia | Established | Woodfine Professional Centres Inc., as General Partner | Benetti Holdings Inc. |
| Professional Centres United States LP | Limited partnership, Delaware | Planned | Woodfine Professional Centres 2 Inc., planned as General Partner | Benetti Holdings 2 Inc. (planned) |
| Professional Centres Spain SOCIMI | SOCIMI (listed corporate form), Madrid | Planned | Woodfine Professional Centres 3 S.A., planned as Administrator | Benetti Holdings 3 S.L. (planned) |
| Professional Centres Mexico FIBRA | FIBRA (trust), State of Mexico | Planned | Woodfine Professional Centres 4 S.A., planned as Administrator | Benetti Holdings 4 S.R.L. (planned) |

The corporate structure separates technology decisions from real estate decisions at the corporate level. PointSav cannot make investment decisions; its charter is technology services. Neither MCorp nor PointSav modifies the other's domain, and neither has governance authority over any Direct-Hold vehicle — that authority sits with each vehicle's own governing body.
The pattern repeats in each jurisdiction because the legal isolation it produces is the point: the vehicle holds the buildings, a separate company governs the vehicle, and a third company holds the promoter's stake. A failure or a change at one layer does not automatically reach the others.

This separation is structural, not contractual. A contract can be amended; a corporate boundary requires a restructuring. The design intent is that an operational failure at PointSav or a financial event at MCorp does not automatically impair the vehicles' governance or the other entity's core function.
Each jurisdiction's legal form differs because local law dictates it, not because the commercial intent differs. A Canadian or Delaware limited partnership is governed by a general partner. A SOCIMI is a listed corporation and has no general partner; an administrator company is planned alongside it. A FIBRA is a trust, administered rather than partnered. The comparison across all four is set out in [[four-jurisdiction-framework|the four-jurisdiction framework]].

## The bottom line
Where a governing entity requires operating support for procurement, development, or building management, it retains that support under a separate services agreement. That arrangement is distinct from the governing entity's own authority, which is not delegated away by retaining an operator.

The corporate structure is a governance architecture, not a tax or administrative convenience. By placing technology decisions inside PointSav and real-estate governance inside each vehicle's own governing body, the group prevents any single function from encroaching on another. Investors hold Investment Units in a named Direct-Hold vehicle and hold their position at the vehicle level; management authority and fiduciary responsibility for that vehicle's business sit with its governing body — in Canada, Woodfine Professional Centres Inc. as General Partner. Investors have no direct legal relationship with the technology platform, and PointSav has no authority over investment decisions. The corporate boundary makes this separation durable: altering it requires a restructuring, not a policy amendment.
## Continuity of the structure

The arrangement is not a recent construction. The company's own executed legal documents from 2011 describe WCP as a holding company for a group of corporations that develop commercial real estate. That real estate is owned through limited partnerships whose general partners are wholly owned subsidiaries of the parent — the same architecture described above, in the company's own contemporaneous language, more than a decade earlier.

The operating history behind it is comparably long. The chief executive role carries a multi-decade record as a developer in the Western Canadian commercial real estate market, spanning construction, leasing, design-build work for national retailers, site selection, permitting, and construction supervision. A second executive role has worked alongside the chief executive since the late 1990s. Continuity in these two senior roles across that period is the practical reason the structure has stayed stable while the programme has extended across jurisdictions.

The same period also establishes the group's standing practice of retaining outside legal, accounting, and administrative professionals for defined functions rather than building those functions internally. The subsidiary layer described above formalises that practice; it did not introduce it.

## What this is not

This article describes how the group is organised. It is not a statement of investment terms: it does not cover unit pricing, subscription mechanics, distributions, fees, or the financial performance of any vehicle. It is not an offer of securities and does not describe the commercial terms of any service agreement between group entities. And it does not present the planned vehicles as established: the United States, Spain, and Mexico structures are intended, and their entities, forms, and governance arrangements may change before they are constituted. Only Professional Centres Canada LP exists today.

## See also

- [[topic-vendor-customer-model|Vendor-Customer Model]] — the services relationship between PointSav and the group
- [[topic-direct-hold-framework|Direct-Hold Framework]] — the asset ownership structure each vehicle's governing body operates
- [[professional-centres-canada-lp-structure|Professional Centres Canada LP Structure]] — the Canada vehicle's General Partner, Advisor, and promoter-equity structure in full
- [[about-regulatory-posture|Regulatory Posture]] — OSC disclosure obligations applicable to the group
- [[direct-hold-framework|Direct-Hold Framework]] — the legal isolation architecture each vehicle instantiates
- [[four-jurisdiction-framework|Four-Jurisdiction Framework]] — how the same structure is expressed under four bodies of law
- [[professional-centres-canada-lp-structure|Professional Centres Canada LP Structure]] — the established Canadian vehicle in full detail
- [[vendor-customer-model|Vendor-Customer Model]] — the technology vendor's role and its limits
- [[asset-vehicle-isolation|Asset-Vehicle Isolation]] — why each building sits in its own legal and financial unit

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