Legal Architecture
A clear, human explanation of the legal structure behind OpenHouse and how your ownership is protected.
Legal Architecture
This page explains OpenHouse's legal structure for property ownership and investor protection.
The Core Idea
Every property is owned by a dedicated SPV (Special Purpose Vehicle). Each property equals one isolated legal entity, keeping finances and risks separated from other properties and from OpenHouse itself.
What an SPV Does
Each SPV:
Owns the property and holds legal title
Receives rental income
Pays expenses (management, insurance, maintenance)
Holds reserves
Distributes net income to shareholders
The SPV exists only to own and operate that one property.
What You Own
Synthetic Phase (Pre-Acquisition)
During the synthetic phase, no property has been purchased and no SPV exists yet.
Your shares are contractual rights only. They entitle you to receive property-backed shares if and when the acquisition succeeds. They do not represent ownership in any property, company, or SPV. They are not securities.
Yield during this phase comes from OpenHouse's treasury, not rental income.
Real Asset Phase (Post-Acquisition)
Once a property is acquired, it is held by an SPV—a UK limited company created solely to own that property.
Your shares now represent economic rights in the SPV:
Proportional entitlement to net rental income
Exposure to property performance
You do not own the bricks individually, but you own the economic rights the SPV generates.
The same shares carry through from synthetic to real asset. There is no swap, burn, or migration.
Why SPVs Protect You
SPVs provide legal isolation:
If anything happens to OpenHouse, SPVs remain intact
Individual property underperformance does not affect others
SPV cashflows remain separate from corporate finances
SPV assets cannot satisfy OpenHouse liabilities
Your rights are tied to the SPV, not to OpenHouse's balance sheet
How Acquisition Works
Once a property reaches its funding target:
OpenHouse forms or activates the SPV
The SPV purchases the property
Synthetic shares convert to SPV-backed shares
Rent flows into the SPV
Yield distributions begin from real income
Legal title sits with the SPV, not OpenHouse.
Governance and Control
OpenHouse manages SPVs during the current phase. Operations are centralized for compliance and efficiency.
Future developments may introduce:
Independent oversight
Shareholder voting on major decisions
Third-party reporting
SPV assets remain ring-fenced regardless of governance structure.
Compliance
Only KYC-verified users can hold or transfer shares. The ComplianceRegistry smart contract enforces this on-chain, ensuring:
KYC approval for every holder
Regulatory compliance for transfers
Verified identity linked to ownership
Summary
Synthetic
Contractual rights (not ownership, not securities)
Does not exist
Real Asset
Economic rights in SPV
Active, owns property
The structure is designed to be simple, defensible, and clear for the long term. Each property is isolated in its own SPV. OpenHouse cannot access your shares. SPV assets remain secure even if the platform changes.
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