Holder protocol — decisions for agreement
Date: 2026-08-13 · input: land rights audit.md, land rights audit addendum.md, Anggaran Dasar PT CVE of 12.08.2026 · output: 12 decisions, each with variants and a recommendation
Principle
The preamble of the Articles sets the frame: a residential community estate on land administered by the Company, where every resident lives under the terms and values set by the Company; an environment that optimises the use of energy and resources; residents united in one community and one shared knowledge graph.
The shape of every decision below follows from that. The Company keeps ownership and responsibility — without them it cannot answer for the environment. The Holder receives something more valuable to him than a share in governance: verifiability, indestructibility and freedom of exit. This is the motto of the stack applied to land:
| motto | the Holder's fear | mechanism | what the Estate gets |
|---|---|---|---|
| don't trust | "I was told, and I have nothing to check it with" | the whole state of the deal is published and recomputable: the register of leases in the graph, the Estate Certificate, the index annex, soil and water readings | a liquid secondary market lifts the price of the primary; transparency is marketing in itself |
| don't fear | "one day they will come and take it" | negative pledge, non-disturbance, guarantee fund in the century index, compensation at valuation | access to secured financing survives, and becomes sellable rather than frightening |
| don't beg | "the exit runs through permission" | assignment without consent, deemed consent on deadlines, sublet as of right | secondary turnover carries a thin fee on large volume instead of a thick fee on small |
No decision below takes a single power away from the Company under Pasal 12 of the Articles. Each of them adds an obligation to be verifiable — which is what the manifesto already called security: truth as security, verification markets making lying unprofitable.
D1 · Freedom of exit and a fee for contribution
Problem: §2.5 is unresolved, there is no secondary market, and a ROFR collapses the resale price.
Decision. Assignment is free, without consent. The transfer fee is 2% of the transaction price, reduced for contribution:
| the Holder's position | fee |
|---|---|
| base | 2.0% |
| built within time, SLF issued | 1.5% |
| no unremedied Design Code breach for the whole term | 1.0% |
| soil and water readings published to the ledger without gaps | 0.5% |
| referred residents above the threshold | 0% |
| succession | 0% |
The Estate's right of first refusal exists only in Wave 1 and only until the build obligation is discharged. After SLF it disappears permanently.
Why win-win. The Estate keeps control exactly where it is needed — in the early phase, where the tone and the social proof are decided. The Holder gets liquidity exactly where he has already invested. The speculator pays the full rate, the builder pays nothing: principle 6 of the manifesto, reward for contribution translated into money. And a liquid secondary market lifts the primary — Hong Kong has stood on this since 1889.
Variants: (a) as above · (b) flat 2% with no scale, simpler to administer · (c) 0% always, the Estate earning only on the area tax.
Recommending (a).
D2 · The register of leases as a subgraph
Problem: a secondary buyer has nothing with which to check what he is buying.
Decision. Every lease is a particle in cybergraph. An assignment is a cyberlink. The Estate Certificate is issued within 10 working days free of charge and states the remaining term, arrears, the quantities qᵢ and the latest invoice, PBG and SLF status, open breaches, and the status and encumbrances of the master title. It is valid for 30 days and the acquirer may rely on it. Where the graph and the notarial deed diverge, the deed and the register prevail — the same ordering as thesis T8 of the index.
Why win-win. The Holder sells faster and higher. The Estate gets the first real application of the graph to a physical asset: the mission of a single knowledge graph stops being a declaration and becomes the thing that lifts the price of its own land.
Variants: (a) public register with personal data kept private, the state of a lease visible and the identity not · (b) register disclosed only on request through a certificate · (c) fully public.
Recommending (a).
D3 · Security over land without fear — superseded
Problem (as it stood): Pasal 12(3)(b) of the Articles expressly permitted the Company to charge HGB and Hak Pakai. An unregistered hak sewa is extinguished on enforcement.
Original decision (superseded): the Company keeps the right to charge for phase 1 infrastructure, gated by three Holder protections.
Reversed: infrastructure was never meant to run on debt — it runs on profit, per strategy §4 Z4 ("self-funded... capex comes from Phase 0 proceeds"). Articles of Association Article 12(3) now prohibits the Company from borrowing or encumbering its assets at all, by the nature of its constitution — closing an option that was never the actual plan, not opening a gap. The three Holder-protection conditions below are moot since there is no encumbrance to protect against; hak-sewa-deed 15.2 / land-rights-agreement 9B.3 keep the negative pledge as a contractual backstop in case the Articles are ever amended.
Why win-win. A bank accepts non-disturbance readily: the rental flow is what makes the security valuable, and a bank that destroys the leases destroys the asset it lends against. The Company keeps access to financing and pays for it out of future flow rather than out of cash. The Holder stops fearing the thing he fears most.
Variants: (a) as above · (b) a full prohibition on charging — cheap for the Holder, expensive for the city, since it closes the channel that finances infrastructure · (c) charging with the consent of a supermajority of Holders.
Recommending (a).
D4 · The guarantee fund — one pot for two tasks
Problem: the promise to return a prepayment on a title defect is secured by nothing.
Decision. 5% of every payment under instruments A and B goes into a reserve denominated in the century index. It is the same reserve that strategy §9 already described under the rule of tithes off the top and that §11 called the war chest for the second city. It is given a second function: security for payments to Holders along the ladder of remedies. The balance of the fund and its address are published. Disbursement follows the rule in shareholders agreement Article 6: the Director initiates, a Commissioner authorises.
Why win-win. The Company does not freeze capital in a bank guarantee and does not pay a fee for one — the money stays inside the perimeter and works as a war chest. The Holder gets an address at which he can see what the promise is backed by. One mechanism closes two tasks instead of two mechanisms closing one each.
Variants: (a) as above, 5% · (b) a bank guarantee for the phase up to SLF · (c) a shareholder corporate guarantee · (d) a combination: the fund plus a shareholder guarantee above the fund's limit.
Recommending (a), moving to (d) where aggregate obligations exceed the fund's threshold.
D5 · The truth in place of the word "registered"
Problem: the product pages sell a "registered lease", while §2.2 of the agreement says honestly that hak sewa is not registered at BPN.
Decision. The word goes, and the promise is strengthened. What is sold is what actually exists, with an explanation of why it works:
- the notarial deed and the entry in the Estate's register,
- the negative pledge and non-disturbance — the contractual equivalent of what registration gives by law,
- the agreement binding any acquirer of the land,
- the ladder upward: after the building is completed, hak pakai with real BPN registration for a Holder with a KITAS, hak milik for an Indonesian citizen.
What is sold is not a substituted word but a ladder: a contract with guarantees today, a registrable title after construction.
Why win-win. The Holder stops learning unpleasant things after signing — and it is precisely after signing that such things destroy a city's reputation. The Estate gets what the manifesto calls the principal weapon: resistance to deception as a product. Honest disclosure is also the only defence against a claim of invalidity for misrepresentation.
Variants: (a) as above · (b) keep "registered" with a qualification in small print.
Recommending (a). Variant (b) is unacceptable: it is exactly the case where "looks right" replaces "is right".
D6 · No collar — the illusion of a fix, dropped honestly
Problem: page B promises "fixed yearly rent, locked on day one", and the index does not work that way.
Decision. The collar and the corridor-narrowing product are dropped. Reasons: a cap needs a counterparty pricing the cap correctly, which turns a land deed into a derivatives desk — wrong complexity for this product, on both sides of the table.
What replaces it:
- State what is actually fixed: the quantities qᵢ and the floor — nothing about the year-on-year move is fixed. Show the historical path from the backtest in the calculator, rather than only a smooth exponential.
- The floor alone is the promise: the Holder never pays less than year-0 value. Above the floor, the invoice moves with the basket, uncapped, both ways.
- Grant a right of early redemption: a Holder on the scheduled plan may at any time pay the remainder under the formula and become fully paid.
Why this is cleaner. One promise (the floor), not two products to explain and price against each other. No corridor pricing table, no re-election on extension, no argument about whose model of drift is right.
Variants: (a) floor + early redemption · (b) floor only.
Recommending (a).
D7 · A market in density
Problem: the zoning does not say whether the 10% footprint and 40% canopy are measured per plot or per district.
Decision. Per plot by default — simple, verifiable, and nobody argues. In addition: an unused share of the footprint may be assigned to a neighbour within the same district through the register, subject to the Estate's check that the district balance is maintained. A market in density appears in place of administrative allocation.
Why win-win. The district as a whole holds its ecological balance — which is the purpose of the zoning. The individual Holder gains flexibility: whoever wants a large house buys the right from whoever wants a garden. The Estate takes a thin settlement fee and keeps control through the zoning. The logic is the same as in the zoning itself: pollution is a resource in the wrong place; here density is a resource that can be moved to where it is needed more.
Variants: (a) as above · (b) strictly per plot, with no trading · (c) a district average with no individual limits — rejected: the first builders would take the quota and the last would get nothing.
Recommending (a), with the qualification that trading opens from the second wave, when there is somebody to trade with.
D8 · A tax on delay in place of confiscation
Problem: reversion is promised in the strategy and not chosen in the agreement; 36 months is wider than the 2–3 years promised.
Decision. Three tiers, escalating:
- Overrun — a rising holding charge, paid into the biosphere and desa tithes rather than into the Estate's profit. The city loses from the delay, so that is where the money goes.
- After an agreed period the Estate is obliged to offer a buy-back at a formula price: unamortised prepayment plus an independent valuation of the work completed.
- Reversion — only after the Holder declines the buy-back.
Why win-win. Land banking stops being profitable, and nobody wakes up without money and without land. The Estate gets money directed where the loss actually fell, rather than a punitive instrument that is frightening to apply and that scares buyers off at the point of sale.
Variants: (a) as above · (b) plain reversion with no buy-back · (c) a holding charge only, with no reversion.
Recommending (a).
D9 · Renewal as of right
Problem: the end of term is unresolved, the master title is shorter than the sum of 25+25, and the strategy promises that buildings and use-rights trade while land does not.
Decision.
- Renewal is the Holder's right rather than a negotiation: the price follows the index formula alone, and the Estate cannot refuse while the master title subsists.
- The status of the master title and the progress of its renewal are published in the register annually. The fear is cured by visibility.
- Where the HGB is not renewed through no fault of the Holder — compensation: unamortised prepayment plus an independent valuation of the Improvements, secured by the D4 fund.
- The fate of Improvements on natural expiry without renewal — variant (c) of the draft, transfer against compensation at valuation. The free-of-charge variant contradicts §10 of the strategy.
Why win-win. The Estate gets a predictable rental flow for the second term with no negotiating cost per Holder. The Holder gets an asset that can be charged, sold and inherited, because he has a horizon.
Variants: (a) as above · (b) renewal as of right, but compensation limited to the prepayment with no valuation of buildings · (c) renewal by agreement.
Recommending (a).
D10 · Two sublet products in place of one contested product
Problem: the product page promises bare rails, the strategy promises a management company, and the Articles give the Company KBLI 55199 and 55192, which a foreign Holder cannot hold.
Decision. Split by horizon and by the presence of a service:
| product | what it is | licence | Estate economics |
|---|---|---|---|
| land-time | day to season, bare land, no accommodation service | the Holder | area tax of 10% or 5%, plus a settlement fee of 1–3% |
| stay | occupation with an accommodation service | the Estate, KBLI 55199 and 55192 | management fee, the Estate operating |
The Holder chooses the channel. Both settle in IDR at JISDOR on the invoice date, as UU 7/2011 and thesis T6 of the index require; USDT remains a unit of account and a rail for agent demand rather than a means of payment inside Indonesia.
Why win-win. The Estate takes licence rent where it carries licence risk, and takes nothing extra where it does not. The Holder pays for what he actually receives. And the formula of the hak sewa page — the Estate earns on the activity of the city rather than on guarding a door — becomes true for land-time, instead of being a stretch for both cases.
Variants: (a) as above · (b) everything through the Estate · (c) everything through the rails — rejected, since licence risk lands on the Holder, who cannot close it.
Recommending (a).
D11 · A right of veto in place of a right to govern
Problem: the Association does not exist in the Articles; the preamble says the Company sets the terms; the draft gives the Association the right to amend the Design Code; the strategy builds a DAO.
Decision. Do not create an organ that has no corporate force. Give Holders two rights written directly into the agreement and therefore actionable:
- A veto on an amendment to the Design Code that worsens what is already built. Grandfathering plus a supermajority of Holders.
- A right of initiative: a proposal reaching a threshold in the graph must be considered by the Direksi, with a reasoned answer published within 30 days. Silence is consent to the proposal.
Voting weight follows stake in the graph rather than heads: this is governance as computation from the manifesto, and the same thing architecture.md already described as stake-weighted. The Community Council exists as a contractual construction; a separate legal vehicle (perkumpulan) is created in phase 3 to hold shared infrastructure, when strategy §10 unfolds the community land trust.
Why win-win. The Company loses no power under Pasal 12 and remains the party answerable for the environment, as the preamble requires. The Holder gets what he actually values: the impossibility of his asset being worsened retroactively, and a mandatory answer in place of silence. This is cheaper for the Company than genuine joint governance, and more useful to the Holder than a decorative council.
Variants: (a) as above · (b) a perkumpulan immediately · (c) an amendment to the Articles establishing a residents' organ.
Recommending (a).
D12 · Indemnity as a mirror
Problem: the only indemnity in the agreement — §5A.8 — runs towards the Company alone.
Decision. §9B mirrors §5A.8: the Company indemnifies the Holder against loss arising from inaccuracy of the title warranties, third-party rights subsisting at signing, enforcement of security, loss of the master title through no fault of the Holder, and inability to obtain PBG or SLF for reasons on the Company's side. Secured by the D4 fund. The warranties are repeated on each anniversary and on the date of each assignment in favour of the acquirer.
Why win-win. Symmetry is a condition of sellability rather than a concession. A one-sided indemnity reads to a buyer as a signal, and the price the Estate pays for that signal in negotiation on every deal is higher than the price of the risk itself. A mutual indemnity closes the question once for everyone.
Variants: (a) a full mirror · (b) a mirror capped at the amount paid · (c) a mirror with a cap and a limitation period.
Recommending (c): a cap at the amount paid plus the valuation of Improvements, with the limitation period after termination to be discussed.
Sign-off sheet
| # | decision | recommendation | agreed | amend | reject |
|---|---|---|---|---|---|
| D1 | freedom of exit, transfer fee on a contribution scale | (a) 2% with reductions to 0% | ☐ | ☐ | ☐ |
| D2 | register of leases as a subgraph, Estate Certificate | (a) state public, identity not | ☐ | ☐ | ☐ |
| D3 | charging with non-disturbance and notice | (a) the right survives, under conditions | ☐ | ☐ | ☐ |
| D4 | guarantee fund of 5% in the century index | (a), moving to (d) above the threshold | ☐ | ☐ | ☐ |
| D5 | drop "registered", sell the ladder | (a) | ☐ | ☐ | ☐ |
| D6 | drop the collar, floor + early redemption | (a) | ☐ | ☐ | ☐ |
| D7 | 10% per plot plus a market in density | (a), opening from the second wave | ☐ | ☐ | ☐ |
| D8 | holding charge → buy-back → reversion | (a) | ☐ | ☐ | ☐ |
| D9 | renewal as of right, compensation at valuation | (a) | ☐ | ☐ | ☐ |
| D10 | land-time and stay as two products | (a) | ☐ | ☐ | ☐ |
| D11 | veto and initiative in place of a governing organ | (a) | ☐ | ☐ | ☐ |
| D12 | mirrored indemnity | (c) with a cap and a limitation period | ☐ | ☐ | ☐ |
The figures in the scales and thresholds — 2%, 5%, 30 days, 10 working days — are set as working values so that the construction is visible as a whole. They change in one move, and the construction does not break when they do.
⚠ The decision map in land rights agreement also cites D13 → 7.4, the Design Envelope lock introduced at v0.4.1. That decision postdates this sheet and is not written up here; it needs adding before the sheet is treated as complete.
What this gives as a product
Three promises that can be printed on the product pages once agreed, each of them true:
- you can exit without permission — assignment is free, the Estate's response time is finite, and silence counts as consent;
- you can check everything — the register in the graph, the Estate Certificate, the index annex, the environmental readings, the status of the title and its encumbrances;
- it cannot be taken away — negative pledge, non-disturbance, renewal as of right, compensation at valuation secured by a fund with a public address.
No Bali leasehold today gives the third of these, and almost none gives the second. That is the positioning: the city sells not land but a form of right that can be verified and cannot be switched off.
What comes next
After the sign-off sheet is marked, the base hak sewa deed is assembled in RU-EN-ID with closed brackets where a decision is taken and explicit markers where one is deferred. The draft's open questions are carried out into a separate file so that they do not travel into the signable text.
Outside this sheet, and requiring external confirmation rather than a decision: the remaining term of the master title, the ITR and RDTR status for Buleleng, the absence of LP2B, the admissibility of charging a hak sewa, the article numbering of KUHPerdata in §2.7, and the locational scope of each KBLI under Pasal 3 of the Articles.
This is not legal advice. The constructions above are verified by the notary and PPAT before they enter any signable text.