The Legal Floor

In each jurisdiction, the NRD-lite must clear five tests. Where any test fails, the document is not a property right and the architecture collapses at Layer 1. These tests must be confirmed by qualified local counsel before any deployment in any jurisdiction.

The five tests

Test	What it requires	Common failure mode	Verification method
Property right, not contract	Maps to a recognized property category in the local legal system: in-gross easement, environmental servitude, restrictive covenant running with the land, conservation covenant, servidumbre ecológica, bail emphytéotique, etc.	Civil-law jurisdictions enforce numerus clausus — invented property categories are not honored	Counsel confirms category exists; test recording with the local registry before live use
Recordable	Satisfies the local recording office’s formal requirements: notarization, signatures, recording fee, plat reference, signature pages, witness requirements	Drafting overlooks a local procedural requirement — typically a formality but blocks recording	Pre-clearance with recording office on first use per jurisdiction
Runs with the land	Binds successors as a matter of property law, not just contract	Common-law jurisdictions require specific incantations (touch and concern, privity); civil-law expects propter rem characterization or other category-specific successor-binding	Counsel confirms category supports successor binding; transfer covenants in element 6 are appropriately drafted to the category’s conventions
Alienable	The holder can transfer the Interest (e.g., from the wrapper entity to a successor wrapper, or in dissolution)	Some conservation interests are non-transferable by statute; some statutes restrict who can hold	Counsel confirms statutory framework permits transfer; wrapper entity choice (Vermont BBLLC, Marshall Islands DAO LLC, etc.) accommodates being the named holder
Enforceable	Courts in the jurisdiction will accept claims to enforce; standing requirements satisfied	Some jurisdictions limit enforcement standing to specific holder categories (e.g., qualified environmental organizations under IRC §170(h) in the US)	Counsel confirms the wrapper entity has standing; if not, structural workaround (e.g., affiliated 501(c)(3) holder) is identified

Test details

Test 1 — Property right, not contract

This is the most consequential test. A document that looks like a property right but is enforced only as a contract creates a hidden failure mode: the contract binds the original parties only, and successors are not bound regardless of what the document claims.

In common-law jurisdictions (USA, parts of UK-influenced systems), new property interests must satisfy doctrinal tests:

• For easements: must “touch and concern” the land; must satisfy privity requirements; must be in writing and recorded
• For restrictive covenants: must be “negative” in nature; must benefit a defined parcel
• For conservation easements specifically: most US states have statutory frameworks (UCEA, state acts) that support in-gross conservation easements

For the VECR specifically: the most likely common-law mapping is in-gross conservation easement under the relevant state act (e.g., 10 V.S.A. §§ 821–824 in Vermont).

In civil-law jurisdictions (Argentina, Ecuador, Madagascar, much of Bangladesh under code-based systems), the numerus clausus principle restricts property interests to those statutorily recognized. The VECR cannot be invented — it must map to:

• Servidumbre ecológica (Argentina, Ecuador)
• Servidão ambiental (Brazil — not a target jurisdiction but conceptually parallel)
• Bail emphytéotique (Madagascar — long-term lease with environmental covenants)
• Long-term registered lease with environmental covenants (Bangladesh)

The category exists or it doesn’t. If it doesn’t, the architecture cannot be deployed in that jurisdiction without statutory advocacy work first.

Test 2 — Recordable

Local recording offices have specific procedural requirements that must be satisfied. These are typically formalities but failures block the document from being filed:

• US states: county-level recording offices have specific page sizes, font requirements, signature pages, return-to addresses, witness/notarization requirements
• Civil-law systems: notary requirements, registration fee schedules, plat references
• Bangladesh: Sub-Registrar requirements at district level

The verification method is straightforward: pre-clear the document format with the recording office before live use. Most offices will review a draft for formal acceptability without recording.

Test 3 — Runs with the land

This is what binds successors. Without it, the deed’s protections evaporate the moment the property is sold.

In common-law systems, the doctrinal requirements are:

• “Touch and concern” — the burden must affect the use of the land, not just be a personal obligation
• “Privity of estate” or “vertical privity” — varies by state
• Written and recorded
• Successor’s notice (actual or constructive)

For the VECR, all of these are satisfied by careful drafting. The transfer covenants in element 6 (notice to subsequent purchasers, acknowledgment by transferee) reinforce the successor binding.

In civil-law systems, successor binding is typically expressed as the right being propter rem — attached to the thing (the land), not to the person. Different jurisdictions have different doctrinal requirements; counsel determines per-jurisdiction.

Test 4 — Alienable

The holder must be able to transfer the Interest. This matters because:

• The wrapper entity may need to dissolve and pass the VECR to a successor entity
• In rare cases, the VECR itself may need to be transferred to a different governance vehicle
• Without alienability, the architecture is brittle to wrapper-entity failures

Most conservation-related property rights are alienable, but with restrictions on who can hold them (typically restricted to qualified conservation organizations or government units). The wrapper-entity choice is therefore constrained: the wrapper must qualify as an acceptable holder under the local category’s statute.

Test 5 — Enforceable

Courts must accept claims to enforce. This is mostly automatic once Tests 1–4 are satisfied, but some jurisdictions add explicit standing requirements:

• US IRC §170(h) “qualified organization” requirement: limits qualified holders to 501(c)(3) public charities, government units, and certain supporting organizations. A Vermont DAO LLC almost certainly does not qualify. Mitigation: form an affiliated 501(c)(3) (proposed: Landseed Conservation Trust) that holds the deed for §170(h) purposes; the DAO/LLC governs operations under a service contract.
• Civil-law countries: standing requirements vary; counsel determines per-jurisdiction.

Test results per named jurisdiction

This is the per-jurisdiction summary. Detailed analysis in 03-jurisdictions/property-jurisdictions/.

Jurisdiction	Test 1	Test 2	Test 3	Test 4	Test 5	Status
USA (Vermont)	✓ in-gross conservation easement (10 V.S.A. §§ 821–824)	✓ county recording	✓ runs with land via easement framework	✓ alienable to qualified holder	⚠ §170(h) qualification requires affiliated 501(c)(3)	Tractable; affiliated 501(c)(3) needed for landowners seeking deduction
USA (other states)	⚠ varies by state	✓ county recording	✓ runs with land	⚠ varies	⚠ §170(h) consideration	State-by-state analysis required
Argentina	⚠ provincial servidumbre ecológica (varies by province)	✓ provincial Registro de la Propiedad	✓ via servidumbre framework	✓ servidumbre alienable	✓ courts accept	Tractable; per-province
Ecuador	✓ servidumbre ecológica (Ley Forestal)	✓ provincial Registro de la Propiedad	✓ via servidumbre framework	⚠ holder restrictions for foreigners	✓ courts accept	Tractable with local nominee or fundación structure
Bangladesh	⚠ long-term registered lease (Registration Act 1908) — works for private holdings; khas land different	✓ Sub-Registrar	✓ via lease framework	⚠ varies	⚠ varies	Complex; not a first-wave deployment
Madagascar	✓ bail emphytéotique (Loi n°2003-029) for private; convention de gestion (Loi n°96-025 GELOSE) for community	✓ Service des Domaines or Ministère de l’Environnement	✓ both frameworks support	✓ alienable	✓ courts accept	Tractable but partner-dependent; CLB process is 1–2 years for community-managed

Symbols: ✓ confirmed available; ⚠ requires per-deployment work or has caveats; ✗ blocked.

What “tractable” means

A jurisdiction is tractable for the architecture if all five tests can be cleared with reasonable counsel work and no statutory advocacy. All five named jurisdictions are tractable, with caveats.

A jurisdiction is blocked if Test 1 cannot be satisfied — the property category doesn’t exist and creating it requires statutory change. None of the named jurisdictions are blocked.

A jurisdiction is partially blocked if some tests are satisfied but others require workarounds (affiliated 501(c)(3), local nominee, etc.). USA, Bangladesh, and parts of Madagascar/Ecuador have partial-block characteristics.

Counsel-engagement priority

Per 07-execution/02-counsel-engagement-plan.md, jurisdictions are engaged in this order:

1. Vermont (US) — first, because it’s tractable, has BBLLC alignment, and is the likely pilot jurisdiction
2. Madagascar — second, because of partner ecosystem maturity and existing CLB infrastructure for some communities
3. Argentina — third, similar property-rights tradition to Vermont via shared common civil-code roots
4. Ecuador — fourth, after rights-of-nature framing is academically tested
5. Bangladesh — fifth, complex regulatory environment; partner-led work essential

Other US states and additional jurisdictions are engaged after the first deployment proves the architecture out.

What this folder does and doesn’t do

This document specifies what tests must be cleared. It does not specify how each test is cleared per jurisdiction — that’s 03-jurisdictions/property-jurisdictions/. The split is intentional: the floor is universal; the per-jurisdiction work is local.

If you find a jurisdictional question that cannot be answered by the per-jurisdiction documents, raise it back to this document and 03-jurisdictions/.