# Woodfine Corporate

> Machine-readable index of Woodfine Corporate. Content is licensed CC BY 4.0.

## Articles

- [Press releases and material change reports](https://corporate.woodfinegroup.com/wiki/press-releases): Planned real-time disclosure channel for material changes: immediate press release, Form 51-102F3 filing on SEDAR+ within ten days, and forward-looking statement standards.
- [Privacy Notice](https://corporate.woodfinegroup.com/wiki/page-privacy): Last updated: June 2026
- [IFRS forecast methodology for Direct-Hold Solution vehicles](https://corporate.woodfinegroup.com/wiki/ifrs-forecast-methodology-direct-hold-solutions): How a 10-year IFRS-styled financial forecast for a Direct-Hold Solution vehicle applies IFRS 18, IAS 40, IFRS 13, and IFRS 2 to project future financial statements — illustrative, not a guarantee of results.
- [Structure and regulatory risk](https://corporate.woodfinegroup.com/wiki/structure-and-regulatory-risk): Structural and regulatory risk from operating across Canada, the United States, Spain, and Mexico under four distinct legal and tax regimes.
- [Equity transfer model](https://corporate.woodfinegroup.com/wiki/equity-transfer-model): Over-the-counter transfer mechanism that allows investors to exit their position directly to eligible counterparties, without requiring a liquidity pool or corporate buyback.
- [Exemptions](https://corporate.woodfinegroup.com/wiki/exemptions): Prospectus exemptions relied upon in each jurisdiction's offering: the accredited investor exemption and the parallel prospectus channel.
- [Corporate Glossary](https://corporate.woodfinegroup.com/wiki/corporate-glossary): Curated glossary of the core terms used across the corporate knowledge base: the Direct-Hold Solution structure, the four-jurisdiction framework, financial and securities reporting, and the corporate structure governing them.
- [Auditors, transfer agent, and registrar](https://corporate.woodfinegroup.com/wiki/auditors-transfer-agent-registrar): Roles of the auditor, transfer agent, and registrar: independent verification, ownership records, and register maintenance in the corporate structure.
- [Asset vehicle isolation](https://corporate.woodfinegroup.com/wiki/asset-vehicle-isolation): The legal and structural mechanisms through which each direct-hold solution is isolated as a separate vehicle: why creditors of one asset cannot reach assets held in another, and how this isolation protects unit holders.
- [Legal proceedings](https://corporate.woodfinegroup.com/wiki/legal-proceedings): Legal proceedings disclosure: the standard reporting-issuer statement, current only as of the last filing date, alongside the one partnership-level regulatory action already disclosed elsewhere in this wiki.
- [Risks](https://corporate.woodfinegroup.com/wiki/risks-index): What could go wrong, stated plainly: market, property, financing, development, structural, and regulatory risks — the full list in one place.
- [Professional Centres United States LP — Direct-Hold Solution Structure](https://corporate.woodfinegroup.com/wiki/professional-centres-united-states-lp-structure): The planned legal and operating structure of Professional Centres United States LP at the limited-partnership level — the Delaware LP form, general-partner governance, Public Non-Traded status, and settlement arrangements — distinct from the corporate-parent and four-jurisdiction overview articles.
- [Filing systems](https://corporate.woodfinegroup.com/wiki/about-filing-systems): Filing platform operated by the CSA for public dissemination of continuous disclosure documents, covering document categories, XBRL format rules, and NI 52-109 certification.
- [Tripartite management structure](https://corporate.woodfinegroup.com/wiki/tripartite-management-structure): The three-way functional separation — development execution, Regulated Reporting Entity compliance, and an independent Asset Manager banking syndicate — that governs how each Direct-Hold Solution is managed and capitalized.
- [Meetings of limited partners](https://corporate.woodfinegroup.com/wiki/meetings-of-limited-partners): How limited partners call, notice, and vote at a meeting of the partnership.
- [Narrow bank financial model](https://corporate.woodfinegroup.com/wiki/narrow-bank-financial-model): Two-phase financing discipline planned for the Direct-Hold Solutions: equity-funded unlevered construction, then First Secured Mortgage Debentures collateralized by the completed buildings. Only the Canada vehicle is established.
- [Accredited investor eligibility](https://corporate.woodfinegroup.com/wiki/accredited-investor-eligibility): The accredited investor exemption under NI 45-106 as a distribution channel for units in the Canada and United States direct-hold limited partnerships alongside the prospectus offering: who qualifies, what the exemption permits, and the disclosure documentation required at the time of subscription.
- [Financing and interest rate risk](https://corporate.woodfinegroup.com/wiki/financing-and-interest-rate-risk): Financing availability and interest rate risk on First Secured Mortgage Debentures issued after a building completes lease-up under the Narrow Banking Model.
- [Investment Vehicles](https://corporate.woodfinegroup.com/wiki/investments-index): The investment vehicles, present and planned: the parent company's Common Shares and the four Direct-Hold Solutions planned for Canada, the United States, Spain, and Mexico.
- [About this wiki](https://corporate.woodfinegroup.com/wiki/about): Purpose, scope, and editorial standards of the Woodfine Corporate reference wiki.
- [Audit committee mandate](https://corporate.woodfinegroup.com/wiki/audit-committee-mandate): The composition, independence requirements, and responsibilities of the audit committee under NI 52-110 Audit Committees, including oversight of financial reporting, external auditor relationships, and internal controls.
- [Governance and Investor Rights](https://corporate.woodfinegroup.com/wiki/governance): Board and management oversight, investor rights and voting, and conflicts-of-interest and required disclosures governing direct-hold real estate investment in Canada, the United States, Spain, and Mexico.
- [Development and construction risk](https://corporate.woodfinegroup.com/wiki/development-and-construction-risk): Construction cost overruns, delays, contractor risk, zoning and permitting risk, and pre-leasing exposure in ground-up development.
- [Perpetual equity model](https://corporate.woodfinegroup.com/wiki/perpetual-equity-model): The investment framework under which equity is held indefinitely without a fixed redemption horizon.
- [Distributions, Transfers, and Exit](https://corporate.woodfinegroup.com/wiki/distributions-index): The distribution policy and the unit-transfer mechanism: distributions are targeted to be paid from Distributable Income when and if declared — never guaranteed.
- [Annual reporting cycle](https://corporate.woodfinegroup.com/wiki/about-annual-reporting-cycle): Annual disclosure obligations of a Canadian reporting issuer: audited IFRS financial statements and MD&A due within 90 or 120 days of fiscal year-end depending on venture-issuer status; the Annual Information Form applies only to non-venture issuers.
- [Regulated reporting entity](https://corporate.woodfinegroup.com/wiki/regulated-reporting-entity): The cross-border bridge term Woodfine uses in place of jurisdiction-specific designations such as Reporting Issuer, Entidad Pública, or Emisora — a Regulated Reporting Entity files continuous public disclosure in its sovereign jurisdiction regardless of exchange-listing status.
- [Financial reporting](https://corporate.woodfinegroup.com/wiki/about-financial-reporting): Periodic financial disclosures Woodfine Capital Projects Inc. intends to file as a reporting issuer under NI 51-102 upon effectiveness of its planned prospectus offering.
- [Promoter equity escrow](https://corporate.woodfinegroup.com/wiki/promoter-equity-escrow): Why the promoter's equity-based compensation is held in escrow across all four Direct-Hold Solution vehicles, what the release condition is, and which entity holds it in each jurisdiction.
- [Mexico](https://corporate.woodfinegroup.com/wiki/mexico-disclosure): What Professional Centres Mexico FIBRA will publish to this page, once established.
- [Direct-hold framework](https://corporate.woodfinegroup.com/wiki/direct-hold-framework): A legal structure that issues equity units in a single named direct-hold vehicle, not a share in a commingled pool, eliminating cross-asset contagion.
- [Four-jurisdiction framework](https://corporate.woodfinegroup.com/wiki/four-jurisdiction-framework): Deployment framework for the Direct-Hold Solutions across Canada, the United States, Spain, and Mexico, each using the flow-through vehicle mandated by local securities law.
- [Debt service and financing structure](https://corporate.woodfinegroup.com/wiki/debt-service-and-financing-structure): General commercial-mortgage financing conventions — loan-to-value limits, amortisation, interest-rate and refinancing risk — and how they interact with the ICR borrowing covenant; not the Direct-Hold Solutions' own planned debenture financing.
- [Limited partner eligibility representations](https://corporate.woodfinegroup.com/wiki/limited-partner-eligibility-representations): The ongoing tax and regulatory representations each limited partner makes, and the forced-sale procedure if they change.
- [Disclaimers](https://corporate.woodfinegroup.com/wiki/disclaimers): Disclosure, liability, and forward-looking statement disclaimers for the Woodfine Corporate wiki.
- [Special resolutions and general partner removal](https://corporate.woodfinegroup.com/wiki/special-resolutions-and-general-partner-removal): The Special Resolution vote threshold, the matters it governs, the conditions for removing the general partner, and amendment protections.
- [Forward-looking statements advisory](https://corporate.woodfinegroup.com/wiki/forward-looking-statements-advisory): Forward-looking statements advisory: what planned, intended, may, and target mean across this wiki, and why actual results may differ materially.
- [Insider reporting](https://corporate.woodfinegroup.com/wiki/about-insider-reporting): The mechanics of insider reporting under National Instrument 55-104: who qualifies as a reporting insider, what transactions trigger a filing obligation, the SEDI electronic filing system, and the ten- and five-day windows within which initial and subsequent reports must be filed.
- [Experts](https://corporate.woodfinegroup.com/wiki/experts): Named experts disclosure: the auditor of record, external legal counsel, and independent appraisers whose reports are referenced in offering materials.
- [Continuous disclosure obligations](https://corporate.woodfinegroup.com/wiki/about-disclosure-obligations): The ongoing disclosure obligations of a reporting issuer under NI 51-102: annual financial statements, an annual information form for non-venture issuers, interim statements, MD&A, and material change reports.
- [Material change reporting](https://corporate.woodfinegroup.com/wiki/about-material-change-reporting): The mechanics of material change reporting under NI 51-102 Part 7: what constitutes a material change, the two-step press release plus MCR filing process, and the standard for timely disclosure.
- [Direct-hold solutions structural comparison](https://corporate.woodfinegroup.com/wiki/direct-hold-solutions-structural-comparison): Feature-by-feature comparison of the Direct-Hold Solutions with Legacy Joint Ventures, Private Equity funds, and Traditional REITs across twelve governance dimensions.
- [Redemption elimination](https://corporate.woodfinegroup.com/wiki/redemption-elimination): Structural elimination of investor redemption rights, removing the cash-reserve drag and run-mechanics risk inherent to pooled real estate vehicles.
- [Investor relations policy](https://corporate.woodfinegroup.com/wiki/investor-relations-policy): The structure and purpose of a formal investor relations policy: preventing selective disclosure, designating authorised spokespersons, establishing quiet periods, and managing guidance within the continuous disclosure framework of NI 51-102 and CSA National Policy 51-201.
- [Principal alignment and fee preservation](https://corporate.woodfinegroup.com/wiki/principal-alignment-fee-preservation): Compensation model planned to replace the 2/20 structure: developer profit taken as equity held in trust until investor capital is returned, plus a fixed annual overhead contribution.
- [Professional Centres Spain SOCIMI — Direct-Hold Solution Structure](https://corporate.woodfinegroup.com/wiki/professional-centres-spain-socimi-structure): The planned legal and operating structure of Professional Centres Spain SOCIMI at the vehicle level — the statutory listing mandate, the technical-listing mechanism, the Administrator role, and settlement arrangements — distinct from the corporate-parent and four-jurisdiction overview articles.
- [Commercial real estate financial metrics](https://corporate.woodfinegroup.com/wiki/cre-financial-metrics): Definitions of the primary financial metrics used in commercial real estate investment analysis: NOI, DSCR, LTV, ICR, FFO, AFFO, NAV, IRR, CAGR, and MOIC.
- [Liquidation, Final Sale, and dissolution](https://corporate.woodfinegroup.com/wiki/liquidation-final-sale-and-dissolution): How Professional Centres Canada LP winds down: the events that trigger dissolution, the Final Sale mechanism, and the order in which liquidation proceeds reach limited partners.
- [Capital Structure and Fees](https://corporate.woodfinegroup.com/wiki/financial-model-index): The financial engine: the Narrow Banking Model, under which buildings are intended to be built with zero construction debt and borrowing comes only after buildings are leased; the fees Woodfine charges and earns; and the forecast and stress-test methodology behind them.
- [Regulatory posture](https://corporate.woodfinegroup.com/wiki/about-regulatory-posture): Woodfine Capital Projects Inc. applies a continuous-disclosure posture aligned with NI 51-102 and CSA National Policy 11-201, under the British Columbia Securities Commission as principal regulator, in advance of its planned prospectus offering; all public materials are treated as reviewable under this regime.
- [Non-IFRS measures explained](https://corporate.woodfinegroup.com/wiki/non-ifrs-measures-explained): Non-IFRS financial measures explained: NOI, FFO, AFFO, and capitalization rate as supplementary metrics that do not replace IFRS statements.
- [Security Policy](https://corporate.woodfinegroup.com/wiki/security): How Woodfine, PointSav, and MCorp receive, triage, and disclose security vulnerabilities in Woodfine-managed software and services.
- [Offering risk](https://corporate.woodfinegroup.com/wiki/offering-risk): Risk factors specific to the investment mechanism itself: illiquidity by design, no guaranteed buyer for units, and asset concentration exposure.
- [Glossary and Reader's Guide](https://corporate.woodfinegroup.com/wiki/reference): Terminology index, glossary, and standard definitions for direct-hold investment, private capital markets, and corporate governance as used in the corporate knowledge base.
- [Company](https://corporate.woodfinegroup.com/wiki/company-index): Who Woodfine is: a Canadian holding company, incorporated federally and extra-provincially registered in British Columbia, that develops and promotes commercial buildings — a Developer and Promoter, not an asset manager — and how the group is organised.
- [Limited partnership structure](https://corporate.woodfinegroup.com/wiki/limited-partnership-structure): How the limited partnership legal form implements the direct-hold investment structure: the GP-LP relationship, limited liability, unitholders as limited partners, and the partnership agreement as the governing instrument.
- [Woodfine Common Shares](https://corporate.woodfinegroup.com/wiki/woodfine-common-shares): The parent-level equity of Woodfine Capital Projects Inc. itself — distinct from the Investment Units issued by each Direct-Hold Solution vehicle.
- [Events and presentations](https://corporate.woodfinegroup.com/wiki/events-presentations): Planned record of shareholder meetings, investor presentations, and industry conference appearances, with archived materials and advance notice of forthcoming events once this program is in place.
- [Trademark Notice](https://corporate.woodfinegroup.com/wiki/page-disclaimer): Last updated: June 2026
- [Spain](https://corporate.woodfinegroup.com/wiki/spain-disclosure): What Professional Centres Spain SOCIMI will publish to this page, once established.
- [Corporate governance documents](https://corporate.woodfinegroup.com/wiki/governance-documents): Professional Centres Canada LP's audit committee charter, currently in place, alongside the board mandate, remaining committee charters, governance policy, and code of business conduct planned but not yet adopted.
- [Plan of distribution](https://corporate.woodfinegroup.com/wiki/plan-of-distribution): How Investment Units are intended to reach an investor: a best-efforts agency offering, a Lead Agent for each vehicle, and subscription funds held in trust pending closing.
- [How this knowledge base is organized](https://corporate.woodfinegroup.com/wiki/wiki-structure): A reader's map: this knowledge base describes the company — who it is, the investment vehicles, the financial model, the distribution policy and unit-transfer mechanism, who is in charge, what could go wrong, and where the reports are — with the buildings-and-places half of the story in the companion projects knowledge base.
- [Reports and Disclosure](https://corporate.woodfinegroup.com/wiki/disclosure-index): What disclosure means for Woodfine and each Direct-Hold Solution, explained in plain language — plus a page per entity for whatever it publishes once it exists and begins disclosing.
- [Canada](https://corporate.woodfinegroup.com/wiki/canada-disclosure): What Professional Centres Canada LP publishes to this page.
- [Statutory rights](https://corporate.woodfinegroup.com/wiki/statutory-rights): Statutory investor rights under Canadian securities law: rescission, damages, and the rights that attach to different distribution channels.
- [Portfolio Theory Foundations for Alternative Investments](https://corporate.woodfinegroup.com/wiki/portfolio-theory-foundations): The Mutual Fund Theorem, the efficient frontier, and the 60/40 portfolio model, and how Private Equity, Activist Investing, and other Alternative Investments extend the framework.
- [Distribution declaration mechanics](https://corporate.woodfinegroup.com/wiki/distribution-declaration-mechanics): How distributions in the Canada and United States limited-partnership-form direct-hold vehicles are determined, declared, and paid: general-partner discretion, proportional allocation across units, and the relationship to the vehicle's borrowing covenant.
- [United States](https://corporate.woodfinegroup.com/wiki/united-states-disclosure): What Professional Centres United States LP will publish to this page, once established.
- [Titleco and the subsidiary silo model](https://corporate.woodfinegroup.com/wiki/titleco-and-subsidiary-silo-model): How each Direct-Hold Solution holds legal title to its real property: a separate Titleco subsidiary per building beneath the vehicle, the tax rationale behind Mexico's Subsidiary Silo structure, and the fee-capped third-party manager each Titleco retains.
- [Corporate structure](https://corporate.woodfinegroup.com/wiki/corporate-structure): Federally incorporated Canadian holding company: the parent, its operating-services subsidiary, and the governing entity and promoter-equity company of each Direct-Hold Solution.
- [Professional Centres Mexico FIBRA — Direct-Hold Solution Structure](https://corporate.woodfinegroup.com/wiki/professional-centres-mexico-fibra-structure): The planned trust-level structure of Professional Centres Mexico FIBRA — the Bank-fiduciary/Technical Committee governance split, the Subsidiary Silo liability model, Article 187/188 LISR fiscal transparency, and how the Private FIBRA form compares with Mexico's FICAP and S.A.P.I. alternatives — distinct from the corporate-parent and four-jurisdiction overview articles.
- [About risks](https://corporate.woodfinegroup.com/wiki/about-risks): Risk factor framework: how market, financing, development, structural, and offering-mechanism risks are organized and disclosed across this wiki.
- [Canadian securities regulatory terminology](https://corporate.woodfinegroup.com/wiki/canadian-securities-terminology): Definitions of the primary Canadian securities regulatory terms used throughout the corporate knowledge base: reporting issuer, SEDAR+, AIF, MD&A, MCR, BCSC, OSC, CSA, NI 45-106, and related instruments.
- [Vendor-customer model](https://corporate.woodfinegroup.com/wiki/vendor-customer-model): Technology vendor and operating customer inside one group: who builds and licenses the platform, who adopts it, and why the two roles are kept structurally separate.
- [Professional Centres Canada LP — Direct-Hold Solution Structure](https://corporate.woodfinegroup.com/wiki/professional-centres-canada-lp-structure): The legal and operating structure of Professional Centres Canada LP at the limited-partnership level — the advisory agreement, escrowed promoter equity, regulatory standing, and settlement mechanics — distinct from the corporate-parent and four-jurisdiction overview articles.
- [Investment units](https://corporate.woodfinegroup.com/wiki/investment-units): The equity units issued by each direct-hold vehicle in Woodfine Capital Projects Inc.'s Direct-Hold framework.
- [Quarterly reporting](https://corporate.woodfinegroup.com/wiki/about-quarterly-reporting): Interim reporting under NI 51-102: condensed IAS 34 financial statements and quarterly MD&A due within 45 days of each of the first three fiscal quarter-ends.
- [Fees to affiliates and conflicts of interest](https://corporate.woodfinegroup.com/wiki/fees-to-affiliates-and-conflicts-of-interest): The net-asset-value fee prohibition and the rule limiting fees to promoter affiliates.
- [Continuous disclosure and wiki publication](https://corporate.woodfinegroup.com/wiki/about-continuous-disclosure): NI 51-102 reporting requirements applicable to Woodfine Capital Projects Inc., including MD&A, material change reports, and electronic filing under CSA National Policy 11-201; the annual information form applies only to non-venture issuers.
- [Material contracts](https://corporate.woodfinegroup.com/wiki/material-contracts): Material contracts disclosure: management agreements, property management contracts, and major leases, and where investors can request them.
- [Contact](https://corporate.woodfinegroup.com/wiki/contact): Contact information for MCorp editorial and institutional enquiries.
- [Market and property risk](https://corporate.woodfinegroup.com/wiki/market-and-property-risk): Market and property risk in commercial real estate: vacancy, rent levels, valuation swings, tenant concentration, and general economic conditions.
- [Global investment terminology](https://corporate.woodfinegroup.com/wiki/global-investment-terminology): Cross-border vocabulary of Global Bridge Terms mapping jurisdiction-specific legal terminology in Canada, the United States, Spain, and Mexico to one accurate shared lexicon.
- [How sensitivity and stress-test analysis works for Direct-Hold Solutions](https://corporate.woodfinegroup.com/wiki/sensitivity-and-stress-test-methodology): How Direct-Hold Solutions model interest-rate, occupancy, and development-yield stress against the 1.20x interest-coverage covenant.