Two D.C. cooperatives, one fiduciary trust, one operating system.
The cooperative is a hybrid of two D.C.-chartered cooperatives — a General Cooperative Association and a Limited Cooperative Association — paired with a separately chartered Data Trust. The architecture lets institutional investor-member capital sit in the operating LCA without breaking cooperative purity.
Three entities, with the dependencies shown
GCA — InnovateCredits Cooperative Association
D.C. Title 29 Ch. 9 · one-member-one-vote · Subchapter T cooperative
Holds Coop-IC issuance authority. Custodian of the cooperative brand. Holds majority patron-units in the LCA. Holds the Data Trust under separate fiduciary charter.
LCA — InnovateCredits Operations LCA
D.C. Title 29 Ch. 10 · 9 patron classes + bounded investor-member sleeve
Hosts the nine patron classes (Consumer, Importer, Retailer, Brand, Manufacturer, Federal Government, State Government, Municipal Government, Civic) and the bounded founding-round investor-member units. Runs the patronage dividend engine. Operates the platform stack.
Data Trust
Separately chartered fiduciary trust · independent board
Holds licensed-in member IP and data assets under fiduciary discipline. Valuation under IVSC IVS 210, IAS 38, ASC 350 / ASC 820. Royalty flows back to donor-nominated beneficiaries per program restriction.
How institutional capital fits without breaking cooperative purity
A pure GCA cannot accommodate multi-class capital or class-weighted governance. A pure LCA loses the cooperative-purity narrative needed for political and Treasury reception. The hybrid keeps both. The GCA owns majority patron-units in the LCA, which preserves patron-majority governance and in the LCA even while founding-round investor capital sits in the operating entity.
Three capital-subordination commitments hold Sub T treatment in place:
- —Capped return on investor-member capital, set per IRC § 1388 capital-subordination compliance. Specific cap and waterfall are in the data room.
- —No conversion of investor units to patron-pari-passu. Investor-member units remain a separate, non-patron class.
- —Patron-majority governance preserved structurally via the GCA-owns-LCA configuration. Investor-members hold capital rights; patron classes hold cooperative governance.
Counsel work-stream view: this is the same architectural pattern used by REI's investor-member precedent and several agricultural-co-op preferred-unit issuances. The hybrid is unusual for cooperatives generally; it is well-trodden inside the Sub T regime specifically.
Fiduciary discipline, separate from operations
The Data Trust is a separately chartered fiduciary sub-trust under independent board governance. It holds member-licensed IP and data assets, valued under IVSC IVS 104 + 210, IAS 38, IFRS 13, ASC 350, ASC 820. Royalty flows back to donor-nominated beneficiaries; the operating LCA cannot direct Trust assets.
Two pathways out of investor-member units
(1) The 1:1 par convertibility event when the federal Innovation Credit program lives — the upside thesis, bounded as roadmap not base case. (2) Secondary-market wrapper via the cooperative's tokenization partner — the floor. Specific terms (hold period, redemption windows, secondary-market discount) in the data room.
Want the full capital-stack diagram and term sheet?
Request the data room. Light gate (name, firm, AUM bracket, accredited self-cert) returns the PPM-equivalent doc, capital stack diagram, founders bios, executed/pending material contracts list, and counsel-of-record contact.
Request the data room