Foreign-Jurisdiction Perimeter Overlay

The eight bright lines (01-eight-bright-lines.md) and the Howey analysis (02-howey-applied.md) are US-anchored. The architecture’s perimeter must hold across all jurisdictions where it operates. Each foreign jurisdiction has its own securities and consumer-protection regime that requires per-jurisdiction analysis.

This document is a per-jurisdiction overlay on the universal perimeter. Detailed jurisdictional analysis is in 03-jurisdictions/property-jurisdictions/.

The shared discipline

Across all foreign jurisdictions:

• Use plain organizational-membership language with stakeholders, not token language
• The wrapper entity is just a foreign LLC from the local stakeholder’s perspective
• Smart-contract internals (Tier 2) are invisible to local counterparties
• The eight bright lines apply universally
• Counsel review is per jurisdiction; the perimeter is uniform

USA — SEC and CFTC

SEC

Primary US securities regulator. Howey analysis applies. Architecture’s design is intended to fail multiple Howey elements.

Posture: maintain perimeter; ongoing securities counsel review; operate without registration.

Fallback if perimeter fails: Reg D 506(b) (NOT 506(c) — most landowners are not accredited).

CFTC

Primary US commodity regulator. Earth Credits as commodities are likely in CFTC jurisdiction if traded via futures or derivatives. Property DAOs themselves are not in CFTC scope unless DAO benefit units are characterized as commodity derivatives (extremely unlikely given non-transferability).

Posture: Earth Credits and Exchange operations may attract CFTC attention; per-property DAOs do not.

State blue-sky laws

Each US state has its own securities laws (“blue-sky”). For US deployments:

• Vermont: relatively pragmatic
• California: stricter
• New York: stricter
• Other states: varies

State counsel review for any deployment in that state.

Argentina — CNV

Comisión Nacional de Valores has expansive view of public offerings. Argentine securities law captures more than US law.

Risk	Mitigation
Token characterization	Use “membership interest” language; never “token” in landowner-facing materials
Public offering characterization	Permissioned-only structure with named-stakeholders-only is essential
Foreign-LLC token issuance	The wrapper does not issue tokens; benefit units are LLC membership interests
CNV registration triggers	Per-deployment legal review

Specific perimeter additions for Argentina:

• Wrapper entity (Marshall Islands DAO LLC) does not market in Argentina
• Local nominee provides on-the-ground operations
• Captain Landseed content does not target Argentine investors

Ecuador — Superintendencia de Compañías

Ecuador’s regulatory environment for crypto is less developed than Argentina’s. Greater conservative posture is required.

Risk	Mitigation
Crypto-asset characterization unclear	Avoid all token language in landowner-facing materials; describe benefit units as “membership interests” with statutory analogies
Constitutional rights-of-nature framing	Engagement with FLACSO, USFQ before public deployment; framing as verification, not commodification
Consumer-protection rules	Permissioned structure; communication discipline

Specific perimeter additions for Ecuador:

• Foundation (fundación) wrapper option may be more politically robust than Marshall Islands
• Public communications must align with constitutional framing
• Engagement is community-led, not Landseed-led

Bangladesh — BSEC

Bangladesh Securities and Exchange Commission, plus Bangladesh Bank’s cryptocurrency-restrictive guidance.

Risk	Mitigation
Cryptocurrency characterization (illegal payment)	Stablecoin operations at wrapper level only; not visible to local stakeholders
Public offering rules	Permissioned-only; no Bangladeshi public marketing
Foreign-entity registration	Standard foreign-LLC registration for Marshall Islands or Singapore wrapper

Specific perimeter additions for Bangladesh:

• Pure operating-agreement-membership terms with no on-chain registration of identities
• Cryptographic attestation lives in the measurement layer, not in the membership structure
• Landowner-facing materials use “stewardship LLC” framing, not “DAO”
• Local NGO partner provides on-the-ground operations

Madagascar — Domestic Regulator

Madagascar’s regulatory environment is less restrictive than Bangladesh but less developed than US/Argentina.

Risk	Mitigation
Foreign-entity property holding	Standard foreign-LLC registration
Community fund tax/regulatory characterization	Counsel review per CLB context
Currency restrictions	Stablecoin treasury

Specific perimeter additions for Madagascar:

• GELOSE-aligned framing (community-managed natural resources, not foreign ownership)
• Local NGO partner essential for operations
• Convention de gestion path (community-managed) does not require crypto-asset characterization

EU — MiCA

Even when not a target jurisdiction, MiCA can reach the architecture if EU substance, EU investors, or EU marketing exists. See 03-jurisdictions/04-eu-mica.md for full analysis.

Specific perimeter additions for EU-adjacent operations:

• Avoid EU establishment of wrapper entities
• No EU office, employees, or substance
• Public communications carefully reviewed for EU-targeting
• EU-resident beneficiaries do not trigger MiCA at the wrapper level (their residence affects their personal MiCA exposure, not the wrapper’s)

Multi-jurisdictional considerations

Some perimeter issues span jurisdictions:

Cross-border distribution

When a beneficiary in one jurisdiction receives a distribution from a wrapper in another:

• Wrapper-jurisdiction tax may apply
• Beneficiary-residence tax may apply
• Treaty considerations possible
• Consumer-protection rules of beneficiary’s residence may have minor implications

Architecture’s response: structure distributions as ordinary contractual payments per LLC operating agreement; let beneficiaries handle their own tax positions.

Cross-border solicitation

The architecture does not market benefit units anywhere. If communications are public (e.g., Captain Landseed posts), they should not be specifically targeted to any jurisdiction’s investors.

Cross-border enforcement

Disputes can span multiple jurisdictions. Mediation-first reduces this; choice-of-law clauses provide framework.

Cumulative perimeter — what holds across all jurisdictions

The eight bright lines + the per-jurisdiction overlay collectively keep the architecture out of:

Regulatory regime	Whether perimeter holds
US SEC	Likely yes (perimeter + Howey defense)
US CFTC	Yes for property DAOs; Earth Credits and Exchange separate
US state blue-sky	Yes with permissioned structure
Argentina CNV	Yes with permissioned structure + language discipline
Ecuador Superintendencia	Yes with framing + permissioned structure
Bangladesh BSEC	Yes with crypto-invisible structure + permissioned membership
Madagascar regulators	Yes with GELOSE alignment
EU MiCA	Yes with non-EU structure

This is the maintained-as-of-now-counsel-confirmation-required posture. Outside counsel review per jurisdiction is essential before deployment in that jurisdiction.

What changes the per-jurisdiction analysis

These triggers require per-jurisdiction perimeter re-review:

• Regulator issues guidance affecting any aspect of the analysis
• Court decision changes the relevant analysis
• Regulatory framework materially changes (new statute, new agency policy)
• Coalition entity proposed in the jurisdiction
• New jurisdiction added to the deployment scope

Annual review of all jurisdictions’ perimeter status is part of compliance operations.