Composability Spectrum
Not every private market position is equally decomposable. DMTR infrastructure handles the full range — from locked, non-transferable fund interests to fully programmable LLC-wrapped units.
The core tension
The DMTR Position Object is designed as a general-purpose primitive for private market ownership. It can represent any position — an LLC membership interest, an LP commitment, a co-investment allocation, a fund-of-funds stake — as a structured, programmable object with typed rights, transfer rules, compliance constraints, and a full lifecycle event log.
But not every position is equally composable. The degree to which a position can be decomposed, transferred, encumbered, or programmatically matched depends on its legal structure, its governing documents, and the consent architecture around it.
Composability limits come from the market, not the software: DMTR makes every position as programmable as its legal structure allows and, where appropriate, enables restructuring that expands what is possible.
✓ Key insight
Composability is a spectrum, not a binary. The Position Object model adds value at every point on the spectrum — from locked positions that need lifecycle servicing to fully decomposable units that can be individually transferred, collateralized, and matched.
The four tiers of composability
Every private market position falls somewhere on a four-tier composability spectrum. The tier is determined by the position's legal structure, transfer restrictions, and consent requirements — not by the software layer.
| Tier | Structure | Decomposable | Transferable | Registrable | Example |
|---|---|---|---|---|---|
| 4 | LLC-wrapped SPV unit | Yes | Yes | Yes | Megalith-originated co-invest vehicle |
| 3 | GP-led continuation vehicle | Partial | Yes | Yes | Continuation fund LP interest |
| 2 | Whole LP interest | No | Yes (with consent) | Yes | Traditional venture LP commitment |
| 1 | Locked / restricted position | No | No (during lock) | Yes | Fund with 10-year lockup, year 2 |
Tier 4: Fully decomposable (LLC-wrapped units)
The highest tier of composability. Each position is an independently transferable legal instrument — typically an LLC membership interest — that can be split, transferred, encumbered, and matched without disturbing the rest of the fund structure.
Megalith-originated vehicles are the canonical example. Each co-investment is structured as a discrete LLC. The membership interest can be decomposed into smaller units. Each unit becomes its own Position Object with independent transfer rights, consent chains, and lifecycle events.
At this tier, the full DMTR workflow surface is available: programmatic decomposition, granular intent matching, independent collateral workflows, and atomic transfer execution.
Tier 3: Partially decomposable (continuation vehicles)
GP-led continuation funds, strip sales, and preferred equity recapitalizations create new legal vehicles that are structured for transferability but may have constraints on how finely they can be split. An LP interest in a continuation fund might be transferable as a whole or in predefined tranches, but not at arbitrary granularity.
This tier is growing rapidly. Every GP-led secondary transaction creates exactly the kind of structured, transferable position that DMTR handles well. The market is moving toward DMTR's structural assumptions, not away from them.
At this tier, DMTR handles: registration, lifecycle servicing, consent chain automation, whole-interest transfer execution, and partial decomposition where the legal structure permits it.
Tier 2: Transferable but not decomposable (whole LP interests)
A traditional LP commitment in a venture or PE fund with whole-fund carry, broad-based ROFR provisions, and fund-level transfer restrictions. The position can be transferred — LP secondaries are a large and growing market — but only as a whole unit, and only with consent from the GP and potentially other LPs.
The transfer process for these positions today takes 6–8 weeks of manual legal work: consent solicitation, eligibility verification, compliance checks, document preparation, and settlement coordination. DMTR automates every step except the legal restructuring itself.
At this tier, DMTR provides: registration, lifecycle servicing, consent chain automation, eligibility pre-clearance, transfer execution for the whole interest, and audit trail. The position is not decomposable, but it is programmable — and that alone is a massive improvement over the status quo.
Tier 1: Registrable but not currently transferable (locked positions)
A fund interest in year two of a ten-year lockup. A position subject to a regulatory hold. A stake with a blackout period. These positions cannot be transferred right now, but they still need lifecycle management: marks, distributions, K-1 delivery, compliance tracking, audit trail, and event history.
At this tier, DMTR provides the registry and servicing layer. The position exists as a fully typed Position Object with all the same schema fields — the transfer and decomposition workflows are simply gated by the restriction rules until the lockup expires or the hold is lifted.
ℹ Design principle
The Position Object schema does not change across tiers. The same object, the same fields, the same event log. What changes is which workflows are currently available, governed by the transfer restrictions and consent chain rules encoded in the object itself.
Workflow coverage by tier
The following table shows which DMTR workflows are available at each tier. The key observation: four of nine workflows are available at every tier. Only the most advanced workflows — decomposition, collateral, and intent matching — require Tier 3 or 4 structures.
| Workflow | Tier 4 | Tier 3 | Tier 2 | Tier 1 |
|---|---|---|---|---|
| Registration & provenance | ✓ | ✓ | ✓ | ✓ |
| Lifecycle servicing (marks, distributions, K-1) | ✓ | ✓ | ✓ | ✓ |
| Compliance & eligibility tracking | ✓ | ✓ | ✓ | ✓ |
| Audit trail & event history | ✓ | ✓ | ✓ | ✓ |
| Consent chain automation | ✓ | ✓ | ✓ | — |
| Transfer execution | ✓ | ✓ | ✓ | — |
| Decomposition into tradeable units | ✓ | Partial | — | — |
| Collateral / lending workflows | ✓ | ✓ | — | — |
| Programmatic intent matching | ✓ | Partial | — | — |
This means the product has value for any private market position, regardless of structure. The question is not whether DMTR applies — it always applies. The question is which workflows are available for a given position at a given time.
The restructuring wedge
Tier assignment is not permanent. Positions can move up the spectrum through legal restructuring.
A traditional LP interest (Tier 2) can be restructured into an LLC-wrapped unit (Tier 4) at the point of secondary intent — when a holder actually wants to sell a slice. The LLC wrap becomes a just-in-time operation triggered by transfer demand, not a structural requirement imposed upfront on the entire fund.
This turns what appears to be a market constraint into a product opportunity:
- A holder registers their LP interest as a Tier 2 Position Object. DMTR handles lifecycle servicing immediately.
- When the holder expresses transfer intent, DMTR (or a restructuring partner) facilitates the LLC wrap.
- The position is re-registered as a Tier 4 Position Object. Full decomposition and matching workflows become available.
- The restructuring cost is borne at the point of demand, not speculatively across the entire fund.
⚠ Strategic implication
DMTR does not need every position to start at Tier 4. It needs to be the infrastructure layer that makes every position progressively more programmable — and to be the natural destination when a position is ready to move up the spectrum.
Structural tailwinds
Three market dynamics are pushing private markets toward higher composability — expanding the addressable surface for DMTR infrastructure over time.
GP-led secondaries
The fastest-growing segment of private markets. Every GP-led continuation fund, strip sale, or preferred equity recapitalization creates a new legal vehicle structured for transferability. These transactions produce Tier 3 and Tier 4 positions by design.
LP demand for liquidity options
Institutional LPs are increasingly demanding structured liquidity — not necessarily immediate transfer, but the infrastructure to make transfer possible when needed. This drives demand for registration, pre-clearance, and consent automation even for Tier 2 positions that may never actually transfer.
Regulatory modernization
Evolving SEC and state-level regulations around private fund transfers, accreditation verification, and digital ownership records are making programmatic transfer more feasible. The legal infrastructure is catching up to what the software can already do.
Implications for the Position Object
The composability spectrum has three concrete implications for how the Position Object schema is designed and used.
The schema is tier-agnostic
Every Position Object has the same canonical fields regardless of its current composability tier. The entity_id, asset, economic_rights, transfer, compliance, valuation, encumbrances, events, and metadata blocks are always present. What differs is which fields are populated and which workflows are gated.
Transfer restrictions encode the tier
The transfer.restrictions array and transfer.consent_chain define what is currently possible. A Tier 1 position will have a lockup restriction with an expiry date. A Tier 2 position will have a consent_required restriction. A Tier 4 position may have no restrictions at all, or only a ROFR with a short timeout. The tier is not a separate field — it is an emergent property of the restriction set.
Tier transitions are lifecycle events
When a position is restructured (e.g., from Tier 2 to Tier 4 via LLC wrap), the restructuring is recorded as a lifecycle event in the events array. The Position Object maintains a complete audit trail of its composability history, including who triggered the restructuring, when, and under what terms.
The composability spectrum is not a constraint on DMTR. It is the market reality that DMTR is designed to serve. The infrastructure works at every tier. The product opportunity is making every position progressively more programmable.
Related
- Decomposability — Structural splitting at the vehicle layer (Tier 4)
- Transferability — Restriction types, consent chains, and evaluation
- Registry — Canonical ownership record (all tiers)
- Lifecycle — State machine and lifecycle events
- Position Object — The atomic unit of ownership