Equity transfer model

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Each Direct-Hold vehicle is designed so its Investment Units transfer over-the-counter between private parties, with the vehicle's own governing body recording the completed transfer. Only one vehicle is currently established — the Canada limited partnership, Woodfine Professional Centres Limited Partnership — and its units are not currently freely transferable, because the partnership is subject to an active British Columbia Securities Commission cease-trade order. The United States, Spain, and Mexico vehicles described below are planned, not yet established. Once transferability applies, two structural principles govern the design: freely transferable equity within a short, enumerated set of conditions, and peer-to-peer execution — no formal secondary market, no market maker, no corporate buyback facility. The model relies on the [[topic-fiduciary-data-mandate|fiduciary data mandate]] for ledger integrity and operates alongside the [[topic-interest-coverage-ratio|interest coverage ratio]] discipline applied at the asset level.
Each Direct-Hold vehicle is designed so its Investment Units transfer over-the-counter between private parties, with the vehicle's own governing body recording the completed transfer. Only one vehicle is currently established — the Canada limited partnership, Woodfine Professional Centres Limited Partnership — and its units are not currently freely transferable, because the partnership is subject to an active British Columbia Securities Commission cease-trade order. The United States, Spain, and Mexico vehicles described below are planned, not yet established. Once transferability applies, two structural principles govern the design: freely transferable equity within a short, enumerated set of conditions, and peer-to-peer execution — no formal secondary market, no market maker, no corporate buyback facility. The model relies on the [[topic-fiduciary-data-mandate|fiduciary data mandate]] for ledger integrity and operates alongside the interest coverage ratio discipline applied at the asset level.

## Key takeaways

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## Freely transferable equity

Each Direct-Hold vehicle issues Investment Units in its own isolated [[topic-property-ledger-technology|property ledger]]. "Freely transferable" means a holder may offer their interest to any eligible counterparty; the vehicle's governing body does not exercise business judgment over who may acquire it. In Canada, the General Partner is contractually obligated to admit any transferee — subject only to two narrow, enumerated grounds: (a) counsel's opinion that the transfer would violate securities or other law, or (b) the General Partner's belief that the transferee's required eligibility representations are untrue. Each unit of equity issued constitutes an [[topic-investment-units|investment unit]] in the named asset.
Each Direct-Hold vehicle issues Investment Units in its own isolated property ledger. "Freely transferable" means a holder may offer their interest to any eligible counterparty; the vehicle's governing body does not exercise business judgment over who may acquire it. In Canada, the General Partner is contractually obligated to admit any transferee — subject only to two narrow, enumerated grounds: (a) counsel's opinion that the transfer would violate securities or other law, or (b) the General Partner's belief that the transferee's required eligibility representations are untrue. Each unit of equity issued constitutes an [[topic-investment-units|investment unit]] in the named asset.

This distinguishes the model from restricted-equity structures — common in private real estate vehicles — where the issuer retains an open-ended right of first refusal or exercises discretionary transfer-approval power. A transferee does make the same eligibility representations (residency, investor-status, and similar) on each transfer — this is not a business-judgment re-approval, but it is a real, recurring step, not the absence of one.