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Auditors, Transfer Agent, and Registrar

An annual information form discloses the auditor, transfer agent, and registrar applicable to a reporting issuer — three roles that exist to give investors and counterparties confidence in the accuracy of the issuer's financial statements and the accuracy of its record of who owns what. This article describes what each role does and why it exists, independent of any specific firm currently holding the role.

The auditor

The auditor is the independent, external accounting firm engaged to examine the issuer's annual financial statements and issue an opinion on whether they present the issuer's financial position fairly, in accordance with IFRS. The auditor also performs a review, short of a full audit, of interim financial statements filed each quarter. The auditor's role exists because investors relying on financial statements prepared by management benefit from an independent professional's examination of those statements before relying on them. Auditor independence, appointment, and oversight are the responsibility of the audit committee of the board, not of management.

The registrar

The registrar maintains the definitive record of who currently holds each outstanding security — the register of unit holders or shareholders. For the Direct-Hold Solutions, this function is performed through the property ledger: the general partner of each limited partnership updates the ledger when a completed transfer is received, and the ledger entry — not a separate paper register — is the authoritative record of ownership for that asset, as described in Accredited Investor Eligibility. The registrar function exists so that there is one authoritative answer, at any point in time, to the question of who owns a given unit.

The transfer agent

A transfer agent is a party — often a trust company or a specialized transfer agency — engaged to process the mechanics of a security transfer: cancelling the transferring holder's position and issuing the new holder's position on the register, in accordance with instructions and supporting documentation. Where a Direct-Hold Solution's securities are deposited with a central securities depositary — CDS in Canada, DTC in the United States, Iberclear in Spain, or Indeval in Mexico, as described in Four-Jurisdiction Framework — settlement and transfer mechanics for depositary-eligible positions are performed in coordination with that depositary's participant network, rather than solely by the general partner acting alone. For positions held and transferred directly on the property ledger rather than through a depositary, the general partner performs the transfer function directly upon receipt of a completed transfer instruction, as described in Accredited Investor Eligibility.

Why the three roles are kept separate

Separating financial statement verification (the auditor), ownership record maintenance (the registrar), and transfer processing (the transfer agent) from the function of managing the underlying asset is a standard governance practice: it means that no single party both originates a transaction and independently verifies or records it. This separation supports the integrity mechanisms described in Property Ledger Technology, including the append-only structure of the ledger and the requirement for an explicit operator action to modify a transfer record.

See also

Important Information

Important Information

Securities offering. Woodfine Capital Projects Inc. ("Woodfine") sponsors real-property direct-hold solutions. Interests in those solutions are offered only to investors who qualify under an applicable prospectus exemption — including the accredited-investor exemption under National Instrument 45-106 — Prospectus Exemptions, and equivalent exemptions in other applicable jurisdictions. Content on this wiki is provided for general informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security. Any offering is made exclusively by means of the applicable Private Placement Memorandum, which prospective investors should review, together with their own professional advisors, before investing.

Scope. This wiki describes Woodfine's research methodology, geographic data platform, and related activities at a high level and is qualified in its entirety by the applicable Private Placement Memorandum and the governing documents of the relevant issuer.

Risk. Investment in real-property direct-hold solutions involves significant risk, including possible loss of capital. Past performance is not indicative of future results. References to structural features such as advisory fees, transferability, and net asset value methodology describe the contractual terms of the direct-hold solutions and are not representations as to investment outcomes or returns.

Forward-looking statements. Statements that are not historical facts may constitute forward-looking information within the meaning of applicable Canadian securities laws. Such statements are subject to known and unknown risks, uncertainties and assumptions, and actual results may differ materially. Woodfine undertakes no obligation to update such statements except as required by law.

Registration. Registrable activities of Woodfine and its affiliates are conducted, where required, under the applicable registration categories prescribed by the British Columbia Securities Commission and other Canadian securities regulators. Specific registration details are available on request.

Jurisdiction. Woodfine Capital Projects Inc. is organized in British Columbia, Canada. References to the Sovereign Data Foundation on this wiki describe a planned or intended initiative only, not a current equity holder or active governance body.

Trademarks. See TRADEMARK.md in this repository for the full trademark notice.

Changes to this notice. Woodfine may update this notice from time to time; the version posted on this page governs.

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