Structural Mechanics
Vehicle formation, operating agreement encoding, capital flow, regulatory posture, and adoption model for co-invest programs.
Vehicle formation
Each co-invest vehicle is formed as a Direct Ownership Investment Vehicle (DOIV) — a Delaware Series LLC under 6 Del. C. § 18-215. The Series LLC structure provides liability segregation between vehicles without requiring separate entity filings for each.
The vehicle holds the investment assets. Members hold interests in the vehicle. Every membership interest is a Position Object. The Position Object carries the economic rights, transfer restrictions, consent requirements, and waterfall parameters encoded from the operating agreement.
Formation requires setting vehicle parameters (program type, carry structure, transfer restrictions, consent chain, eligibility criteria). The operating agreement and Position Objects are generated from these parameters.
Operating agreement encoding
Each provision of the operating agreement maps to a specific Position Object field or Rights Engine rule. The mapping is deterministic — the same OA parameters always produce the same Position Object configuration.
| OA Provision | Position Object Field | Rights Engine Rule |
|---|---|---|
| Membership interest allocation | economic_rights.ownership_percentage | — |
| Distribution waterfall | economic_rights.waterfall.tiers[] | Waterfall computation |
| Transfer restrictions | transfer.restrictions[] | Transfer gate |
| ROFR rights | transfer.rofr | ROFR exercise window |
| Consent requirements | transfer.consent_chain[] | Consent routing |
| Vesting schedule | economic_rights.carry.vesting | Vesting computation |
| Forfeiture triggers | transfer.restrictions[] | Forfeiture automation |
| Capital call obligations | economic_rights.capital_commitment | Capital call enforcement |
| Preferred return | economic_rights.waterfall.tiers[0] | Hurdle computation |
The operating agreement and the digital record are generated from the same parameters.
See a live example of OA-to-Position Object encoding →
Identity and compliance pre-clearance
Before any capital call or transfer, every participant is cleared through the Identity Graph:
- KYC/AML — identity verification and sanctions screening
- Accreditation — qualified purchaser, accredited investor, or qualified client status as required by the vehicle
- Bad actor check — Rule 506(d) disqualification screening
- Capacity verification — confirmation that the participant has authority to act on behalf of the entity
Pre-clearance is completed once per participant and cached. When a participant is admitted to a new vehicle, the Identity Graph confirms that existing clearances cover the new vehicle's requirements. Re-verification is triggered only on expiration or change of status.
Capital flow
Dark Matter never holds or moves funds. Capital flows between the participant and the vehicle through a third-party escrow agent. The flow is:
- Capital call issued — the Rights Engine generates the call based on commitment amounts encoded in Position Objects
- Escrow funded — the participant wires to the escrow agent, not to Dark Matter
- Escrow released — upon confirmation of funding, the Position Object is activated and the capital is released to the vehicle's investment account
- Distribution — proceeds flow from the vehicle through the escrow agent to participants, allocated according to the waterfall encoded in the Position Object
The escrow_required flag on each Position Object enforces this flow. No position can be activated without confirmed escrow funding.
Regulatory posture
The architecture is designed for two registrations:
- Transfer Agent (Form TA-1) — Dark Matter is filing for SEC transfer agent registration. The TA records ownership, processes transfers, and maintains the definitive register of Position Objects.
- Limited-purpose Broker-Dealer — Dark Matter intends to register a subsidiary as a limited-purpose broker-dealer, facilitating indication-of-interest (IOI) discovery between pre-qualified participants. Narrowly scoped to IOI matching; Dark Matter does not provide investment advice, make recommendations, or handle customer funds.
Every Position Object mutation — creation, transfer, amendment, forfeiture — is a transfer agent record. The Rights Engine enforces the operating agreement provisions before any mutation is committed. Settlement is atomic: the position update and the transfer agent record are written in the same ACID transaction.
For the full regulatory architecture, including RBAC enforcement, visibility tiers, and compliance-as-a-service positioning, see Regulatory Architecture.
Adoption model
Adoption follows four stages:
| Stage | Trigger | Description |
|---|---|---|
| 1. Captive supply | Capital provider's own portfolio firms use co-invest programs | Vehicles formed for the capital provider's existing portfolio. Each program type exercises different Position Object fields against production operating agreements. |
| 2. Firm adoption | Additional firms adopt Tier 1 programs | 3–5 firms from an existing network of relationships. Each firm runs a different program type, expanding the set of OA provisions encoded and enforced in production. |
| 3. LP demand | LPs request equivalent co-invest access from other GPs | LPs who hold positions on the schema at one firm request the same from other managers. Adoption shifts from GP-initiated to LP-initiated. |
| 4. Interoperability | Position Objects used across firms and asset classes | Transfers between vehicles, between firms, and between asset classes use the same schema and Rights Engine primitives. |
Comparable tools
Existing tools address parts of this problem:
- Cap table software (Carta, Pulley) tracks ownership records but does not encode operating agreement provisions, enforce transfer restrictions, or compute waterfall distributions
- Rolling fund platforms (AngelList) automate subscription documents for a narrow vehicle type but do not support arbitrary OA structures or multi-tier waterfall mechanics
- Document automation (Allocations, Assure) generates formation documents but does not maintain a digital record that stays synchronized with the legal document
Dark Matter integrates OA encoding, Rights Engine enforcement, and atomic settlement in a single stack. The operating agreement template, Position Object schema, Rights Engine rules, and Transfer Agent registry are maintained together — changes to the legal structure propagate to the digital record automatically.
Program Suite
Nine co-invest programs across three tiers of readiness — from production-ready carry vehicles to novel structures under development.
Energy & Compute
Register, contract, and transfer compute-ready energy assets — stranded power, permitting, interconnect, and tolling — using the DMTR schema. ComputeSlot decorates Position; the rights engine evaluates BIS, OFAC, RIGI, and permit compliance; CapacityContract captures standard PPA and tolling structures.