Worked structure thirteen · Cross-Border Architecture
A live structure moving domicile.
The vehicle is constituted, the register is populated, an asset is held through a chain beneath it and a facility is drawn against that chain. The manager wants the vehicle to sit under a different law. It is the same decision taken at formation, and nothing else about it is the same.
A domicile is settled at the point of least information and binds for the longest. Moving it is not a correction of that decision. It is the decision taken again, in front of everybody who has since relied on the first answer.
Worked structures · fifteen rooms
- 01An existing platform
- 02An ineligible asset
- 03An investor class
- 04A narrow exit
- 05A repeatable structure
- 06A co-investment
- 07A continuation
- 08Unavailable security
- 09The seed terms
- 10A change of control
- 11Drawn elsewhere
- 12An in-kind distribution
- 13A change of domicile
- 14An investor's perimeter
- 15A strategy, no vehicle
01 · The transaction as it arrives
Nobody arrives asking to move a domicile. They arrive holding something the present one will not let them do.
Four arrivals. Three describe the move as a consequence of something else and the fourth has already settled it. The structural question underneath is identical in all four, and reached late in all four.
A class of capital the manager wants and the present home cannot take, or can take only through a second vehicle nobody wants to run. It arrives as an admission question. What sits underneath it is where the vehicle is constituted.
A lender that will not lend to a borrower constituted where this one is, or an asset whose jurisdiction will not accept the present holder as an owner. The move is then proposed as the cheapest way past a refusal, by whoever received it.
A buyer wants something the constitutional documents cannot do, or wants to acquire a vehicle it is itself permitted to hold. It arrives late here, with a term running and a counterparty in the room, which is the most expensive moment it can arrive in.
The decision is settled and what is wanted is implementation. The work is to state what it costs, to whom, and in which order, before any of it reaches the register. The shortest of the four engagements and frequently the most useful, because the sequence is still free.
A vehicle constituted in one place and asked, years later, to sit in another is an ordinary event in private markets. What makes it this case is the word live. Holders are admitted on a register, in classes, on documents signed at different times by people negotiating different things. An asset is held through a chain that a title register records by name. A facility is drawn against that chain. The move is not a question about a jurisdiction. It is a question about what happens to those three.
No manager, vehicle, country, counterparty or date appears in this room. What transfers from one transaction to the next is the shape of the problem, and the shape is what is set down here.
02 · The structural problem
The same decision as at formation, taken a second time with the structure loaded.
The first time, the manager has almost no information and complete freedom. The second time the information is complete and almost none of it can be acted on, because four parts of the structure were drawn against the first answer.
At formation the domicile binds nothing yet. The vehicle holds no asset, the register carries no holder, no facility exists and no title records the vehicle's name. The decision is cheap because nothing stands on it, and it is taken by people who know less about what the structure will have to do than anybody who lives with it later.
Four parts of the structure are then drawn against it: the entity chain beneath, the security package, the offer, and the exit. Each is built on the assumption that the answer above it does not move. No document says so; each is simply built that way. The second decision is that same decision with all four attached. It is not a correction. It is a second constitution, taken while the vehicle is holding something, owing something, and reporting to somebody every quarter.
Why the second time is a different decision
The first time, the manager is the only party with a view. The second time there are at least five: the holders on the register, the lender under the facility, the register that records title, the administrator, and whichever body registered the vehicle where it presently sits. Each holds a document giving it a say, and none of those documents was drafted with a move in view.
The second is that the first decision could be taken on the manager's own authority and the second cannot. Somewhere in the constitution is a provision stating what majority changes the law constituting the vehicle. Or there is none, which is worse. Silence does not mean the move is free. It means the threshold is whatever the law of the present home supplies, and that law was not chosen for this either.
The third decides everything else. At formation the manager chooses between places, and every place on the list is available. In a move it chooses between routes, and one route exists only if two states agree that it does. No amount of drafting answers that question.
Moving a domicile is not undoing the first decision. It is taking the same decision again, in front of everybody who has relied on it since.
03 · What binds
Six constraints bind the move, and two of them are answered by states rather than by parties.
Four are read from documents already in the building. One is bought in writing from counsel in two places. The last is written down nowhere and enforced by what the register will sign next time.
The amendment provision in the constitution. The register, and what each side letter actually promises. The facility, under which a change in the borrower or in the law constituting it is an event the lender answers on its own timetable. Title to the asset, on a register that recognises a person rather than an intention. The two bodies of law, one to release the vehicle and one to receive it. And what holders were told about where the vehicle sits.
Each one, by source and by what can move it
The constitution, fixed at formation, and the shortest item here to read. It names a majority, or a class consent sitting over that majority, or nothing. Silence hands the question to the law of the present home, which supplies a threshold nobody chose.
Subscription documents, and every letter given since. Consent comes from parties assembled one at a time over years, several holding a letter that promises something about the vehicle as it presently stands. Read together, the letters produce a threshold. Read separately, a guess.
The loan documents. A change in the borrower's constituting law is defined somewhere in them, and where it is not, it is caught by something wider drafted for another event. The lender answers on its own timetable, which is why the request goes early and moves the date rather than the design.
The register in the place the asset sits, and the local law behind it. It records a person. Whether it treats the vehicle after the move as the person it recorded before is for counsel qualified there, and until that answer is in writing the routes cannot be compared.
The law of the place the vehicle leaves and the law of the place it arrives, each read by counsel admitted there. One has to permit it to go, the other to receive it, on terms leaving it the same legal person. Neither answer belongs to the manager, to us, or to the transaction, and either alone is worth nothing.
Nothing enforceable. No document carries it and no adviser holds it, and the reporting carries it every quarter without anybody calling it a term. It is enforced by what the register commits to next time, which reaches every vehicle the manager will ever raise.
Four of the six are answered by reading. One is answered by two states, and the last by what people remember being told.
04 · The architectures considered
Three routes out of one domicile, and they differ by a single fact: whether the legal person survives.
Continuation of the existing vehicle into the new home. A new vehicle with the assets transferred into it. A parallel vehicle running beside the first until the first has nothing left in it. Each is drawn to the same depth, before the answer that closes one of them arrives.
What separates them is whether the thing that owns the asset after the move is the same legal person as the thing that owned it before. Where the person survives, nothing it owns has to move: title stays as recorded, contracts are not novated, security granted by that person is still security granted by that person, and the register keeps the holders it has. Where it does not survive, each of those becomes a separate transaction with its own consent, its own counterparty and its own date.
The three routes, drawn with what each one asks to be true and what it costs somewhere else.
Three routes out of one domicile, and what each does to the register, the facility, the consents and the signatures
- 01 Origin · the move, already wanted The manager has decided it wants the vehicle under a different law. Why is the manager's question rather than a structural one, and the architecture begins after that decision.
- 02 Fixed · the register as it stands Every holder admitted, every class settled, every side letter given. The register is the party the move is hardest on, because it is the only one assembled a piece at a time.
- 03 Fixed · the chain, the title and the facility Title recorded in the name of an entity beneath the vehicle, security perfected over the chain, covenants running. Three positions taken years apart, each answering to a different body of law.
04 · the route · three answers, and whether the first exists is settled outside the transaction
04a · route · survives
Continuation of the existing vehicle
- 04a.iThe legal person does not change, so title does not move and no contract in the chain is novated
- 04a.iiThe constitution is amended under its own provision, by the majority that provision names
- 04a.iiiTwo states have to agree, one to release and one to receive, each answering through counsel admitted there
- 04a.ivThe facility answers separately, because a change of constituting law is an event the loan documents catch
It survives because it asks the fewest parties for the fewest things. No transfer consent fires, no security is granted again, and the register is amended rather than rebuilt. What it costs is that its availability is not the manager's to decide.
04b · route
A new vehicle, with the assets transferred into it
- 04b.iTitle moves, so every transfer consent, pre-emption right and change-of-control provision is put to whoever holds it
- 04b.iiThe facility is repaid or taken by a new borrower, and the security is granted and perfected again where the asset sits
- 04b.iiiEvery holder subscribes again, and whoever does not is left in a vehicle that no longer holds the asset
Always available, because nothing in it depends on a state agreeing to anything, and never cheap. It converts one structural decision into a full set of transactions, and it is the only route on which one holder's silence is a structural problem.
04c · route
A parallel vehicle, with the first left to run out
- 04c.iThe existing vehicle is untouched: same register, same title, same facility, same term
- 04c.iiThe new vehicle is constituted where the manager wants to be, and takes only what comes next
- 04c.iiiTwo boards and two sets of accounts, with a written allocation policy between them, for as long as the first holds anything
Nobody has to grant it and no holder has to sign for it, which is what leaves it standing when the other two close. What it costs is duration, and duration is the one cost that cannot be paid down later.
05 · The critical dependencies
Four conditions, and the first is answered by two states before anything is drawn.
Each carries three things: the party who can answer it, the form the answer takes, and the point by which it is needed. Missing any of the three, it is a line in a plan.
That the vehicle can leave and can arrive as the same legal person. Owned by counsel admitted in each of the two places, in writing, and obtained before an entity is formed, before a holder is written to and before a request reaches the lender.
That the threshold for the change is known and the parties who make it up are named. Owned by the manager's counsel, produced by reading the constitution and every side letter on one page rather than from recollection. The output is a number and a list of names.
That the facility permits the route and states what it wants in exchange. Owned by the manager and its lender. Consent is one question and re-perfection of security is a second, and a lender that has answered the first has not answered the second.
That the register can be kept without a day on which nobody is authoritative. Owned by the administrator and whoever will act as registrar in the new home, asked before the route is chosen. A gap between two registers is a problem no later document solves.
What each one does to the design when the answer is not the assumed one
If either state says no, the continuation route ends and the third is taken, which is why the third was drawn to the same depth. Nothing has been formed and nothing signed, because these answers sit ahead of both.
If the threshold is higher than assumed, the move becomes a consent exercise against a named list, worked in the order in which its members are hardest to satisfy rather than the order the register prints.
If the lender consents with conditions, the conditions are structural more often than anyone expects: security taken again over a chain that has not changed, an information undertaking the administrator has to satisfy, a limit on what the vehicle may do in its new home. Each is priced before the consent is accepted.
If the register cannot be kept clean across the change, the route is redrawn while the entities are still a drawing. An administrator asked afterwards is accommodating a decision rather than commenting on a design.
A dependency with no owner is not a dependency. It is an assumption with a date attached to it.
06 · The architecture that survives
The route is decided by an answer nobody in the transaction owns. The architecture is the order the question is asked in.
What the constraints leave standing is not a preference between the three routes. It is a sequence, built so that the answer capable of closing two of them arrives before anything has been formed, signed, drawn or put to a holder.
The continuation question goes first, in writing, to counsel in both places at once, in the form that can be answered: whether this vehicle, in this legal form, may leave that place and arrive in this one as the same legal person, and on what conditions. It is asked before an entity is formed, before the lender is approached and before a holder is written to, because each of those three is expensive to withdraw and none can be withdrawn quietly.
Beside it, the threshold is established. The constitution and every side letter are read on one page, and what comes back is a number and a list of names. Where the constitution is silent, the silence is recorded as a finding and the question moves to what the law of the present home supplies.
The facility request goes in the first week, framed on the preferred route and on the fallback, so the lender answers both at once rather than twice. Only then is a route chosen, and the route not chosen stays drawn. A structure with one route out of a domicile has a timetable belonging to whoever can say no.
What the sequence has to hold on one page
The two continuation answers and their conditions. The threshold, with the names behind it. The facility position on both routes. The register plan, with the day the change takes effect and what is authoritative on either side of it. What each holder is asked to sign, in the words it will be asked in. And the wind-down, if the third route is taken, because a parallel vehicle with no stated end is a second permanent structure the manager did not decide to build.
Where the move is wanted for what comes next rather than for what is already held, the third route is not a fallback. It is the answer, and the other two are the expensive way of arriving at it. One question settles that at the outset: does the thing the manager cannot presently do involve the asset already held, or only the assets not yet acquired.
A move is a second constitution. The only version of it that is cheap is the one where the answer capable of closing it arrived first.
07 · The implementation framework
Six items in order, and the signature on every one of them belongs elsewhere.
Written as dependency statements rather than tasks, because the order is cheap to get right at the start and expensive to correct after it.
Put the continuation question to both places. Read the constitution and every side letter on one page. Put the facility request in on both routes at once. Ask the administrator and the incoming registrar what they can keep, and from which day. Then choose the route against the answers, and keep the other one drawn.
The signatures then belong elsewhere, as they should. Counsel in each of the two places states whether the vehicle may leave and may arrive, and on what conditions. The manager's counsel states the threshold, drafts the amendment and drafts whatever notice the holders receive. Its tax advisers take the treatment of the change for the vehicle and for the holders, because a continuation and a transfer are different events with different answers. Counsel where the asset sits states what the local register will recognise. The lender answers under its facility. The administrator and the registrar state what they can keep and from which date. Our work is the comparison of the three routes and the sequence that keeps the cheapest one alive.
The sequence, and what each step depends on
- 01 The continuation question, put to both places Depends on nothing except a decision to ask before acting. The only step with no precondition, and the one most often taken after an entity has been formed in the new home.
- 02 The threshold, read from the constitution and the letters Depends on every side letter being in one place, which the manager can begin on the first day. What comes back is a number and a list of names, and the list is longer than the register suggests.
- 03 The facility request, made on both routes Depends on the routes being drawn to the same depth, so the lender answers once. The answer arrives on the lender's timetable, which is why this sits early rather than where its urgency would put it.
- 04 The register plan, agreed with the people who keep it Depends on the administrator and the incoming registrar being asked before the route is chosen. It fixes the day the change takes effect and what is authoritative on either side of it.
- 05 The route, chosen against the answers Depends on all four above, and it is the one-way step. Once a holder has been written to, the move is public inside the register whether or not it happens.
- 06 The handover to the parties who sign Depends on the five above being on one page. Each party then receives a question already framed in its own terms, with the answer it is being asked to give identified.
The order is the whole of it. Each of these six is cheap in the sequence written above and expensive in any other.
08 · What this case generalises to
Where a formation decision is re-opened while the structure is loaded, the question is not which answer is better. It is who can refuse.
Four families of transaction share this shape. In each, something settled cheaply at the beginning is taken again in front of every party who has relied on it since.
The tier the vehicle sits at, its legal form, the law governing its documents, the administrator that keeps its books. Each was taken once, on the manager's own authority, in an afternoon. Nothing about the decision has become harder. The number of people entitled to a view on it has changed.
A conversion from one legal form to another, the merger of two vehicles, the transfer of a business as a going concern. The question is whether the thing that owns the assets afterwards is the person that owned them before, because where it is not, every asset, contract, consent and security interest moves one at a time.
Where the threshold is unanimity, or where a class consent sits over a majority, the structure is not being amended. It is being negotiated again with everybody who ever asked for a letter, and the threshold is read from the documents before the timetable is written.
A state, a regulator, a lender, or a register where the asset sits. The response is identical each time: put the question capable of closing the route ahead of the work that assumes it stays open, and keep the second route drawn until the answer is in writing.
The engagement that answers this class is Cross-Border Architecture, and its subject is the junctions rather than the countries. A junction is a place where two bodies of law meet on the same vehicle, neither written with the other in view, and where the answer under each is workable while the answer across both is the whole of the problem. It stops where the signatures start.
A domicile is chosen at the point of least information and binds for the longest. The second time it is chosen, every party who relied on the first answer is in the room.
Written as a type · no party, no country and no date · stated as at August 2026
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