Professional Centres Canada LP — Direct-Hold Solution Structure

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**Professional Centres Canada LP** is the Canadian limited partnership, formed under the British Columbia *Partnership Act*, that issues Investment Units in the operating Direct-Hold Solution vehicle described in the [[four-jurisdiction-framework|Four-Jurisdiction Framework]]. Woodfine Professional Centres Inc. — a wholly owned subsidiary of Woodfine Capital Projects Inc. (WCP) — serves as general partner, bound by a Unanimous Shareholder Agreement that requires a majority of its board to be arm's-length, independent directors. WCP itself acts as Developer and Promoter of the structure; its origination and development role expressly excludes management of third-party capital, funds, or financial assets on the partnership's behalf. This article covers the entities, agreements, and mechanics specific to this vehicle at the partnership level — the advisory relationship, the promoter's equity-based compensation, change-of-control mechanics, the partnership's regulatory standing, and its settlement arrangements — rather than the corporate-parent structure or the multi-jurisdiction deployment architecture covered elsewhere.
**Professional Centres Canada LP** issues Investment Units in the operating Direct-Hold Solution vehicle described in the [[four-jurisdiction-framework|Four-Jurisdiction Framework]]; the Canadian limited partnership is formed under the British Columbia *Partnership Act*. Woodfine Professional Centres Inc. — a wholly owned subsidiary of Woodfine Capital Projects Inc. (WCP) — serves as general partner, bound by a Unanimous Shareholder Agreement that requires a majority of its board to be arm's-length, independent directors. WCP itself acts as Developer and Promoter of the structure; its origination and development role expressly excludes management of third-party capital, funds, or financial assets on the partnership's behalf. This article covers the entities, agreements, and mechanics specific to this vehicle at the partnership level — the advisory relationship, the promoter's equity-based compensation, change-of-control mechanics, the partnership's regulatory standing, and its settlement arrangements — rather than the corporate-parent structure or the multi-jurisdiction deployment architecture covered elsewhere.

## Key takeaways