Regulated reporting entity

@@ -43,17 +43,9 @@ The following table maps the Regulated Reporting Entity designation to its sover

## Public oversight and mandatory disclosure

The practical consequence of Regulated Reporting Entity status is the elimination of the traditional private equity hold period. Because each Direct-Hold Solution is subject to continuous Public Oversight and mandatory Ongoing Reporting Requirements, Investment Units are designed to be Freely Transferable. Investors are not restricted by statutory lock-up periods or redemption queues. The units may be transferred in private transactions, institutional transfers, or estate planning arrangements to any eligible counterparty. In Canada and the planned United States vehicle, the general partner records each transfer and is contractually obligated to admit an eligible transferee — declining only on a short, enumerated list of grounds — rather than exercising open-ended approval discretion; other unitholders have no approval role in an ordinary transfer.
The practical consequence of Regulated Reporting Entity status is the elimination of the traditional private equity hold period. Because each Direct-Hold Solution is subject to continuous Public Oversight and mandatory Ongoing Reporting Requirements, Investment Units are designed to be Freely Transferable as a structural feature of the class. Investors are not restricted by statutory lock-up periods or redemption queues by design. The units may be transferred in private transactions, institutional transfers, or estate planning arrangements to any eligible counterparty. In Canada and the planned United States vehicle, the general partner records each transfer and is contractually obligated to admit an eligible transferee — declining only on a short, enumerated list of grounds — rather than exercising open-ended approval discretion; other unitholders have no approval role in an ordinary transfer. The established Canada vehicle's units are not currently freely transferable, because the partnership is subject to an active BCSC cease-trade order; the United States, Spain, and Mexico vehicles are planned, not yet established.

**Correction (2026-08-04):** the paragraph above describes the structural design as
a class, not current per-vehicle status. Same underlying fact as the escalated,
unresolved correction below under "Filing Obligations by Jurisdiction" — the Canada
vehicle is currently subject to an active BCSC cease-trade order, under which units
are not currently freely transferable. The United States, Spain, and Mexico
vehicles are planned, not yet established. Consolidated here rather than adding a
third scattered callout. **Flagged, not silently rewritten.**

This characteristic distinguishes the Direct-Hold Solutions from conventional closed-end funds, where investor exit depends on manager-initiated liquidity events. The Regulated Reporting Entity structure replaces that dependency with a continuous disclosure obligation, which provides the legal foundation for free transferability.
This characteristic distinguishes the Direct-Hold Solutions from conventional closed-end funds, where investor exit depends on manager-initiated liquidity events. The Regulated Reporting Entity structure replaces that dependency with a continuous disclosure obligation, which provides the legal foundation for free transferability once applicable.

## Distinction from exchange-listed status

@@ -67,12 +59,6 @@ Each Direct-Hold Solution, as a Regulated Reporting Entity in its sovereign juri

**Canada — SEDAR+.** The Professional Centres Canada LP files with the British Columbia Securities Commission and makes its disclosure publicly available on [[about-filing-systems|SEDAR+]]. Required filings include annual information forms, audited financial statements, management's discussion and analysis, and [[about-material-change-reporting|material change reports]].

**⚠️ Correction (2026-08-02) — NOT resolved:** this describes current, unproblematic
filing behavior, but [[professional-centres-canada-lp-structure]] discloses an
active BCSC cease-trade order against this same vehicle arising specifically from
delayed continuous-disclosure filings. See that article's Correction callout — same
unresolved contradiction, escalated to Command.

**United States — EDGAR.** The planned Professional Centres United States LP is intended to file with the Securities and Exchange Commission on the EDGAR platform under the applicable reporting-issuer regime.

**Spain — Sede Electrónica / CNMV.** The planned Professional Centres Spain SOCIMI is intended to be inscribed in the Registro Nacional de Valores Negociables and file through the CNMV's Sede Electrónica. The SOCIMI structure requires listing on a regulated market for tax-exempt status, making the Cotizada designation legally mandatory for Spain in a way that it is not for the Canadian and United States vehicles.