> For the complete documentation index, see [llms.txt](https://docs.suno.finance/llms.txt). Markdown versions of documentation pages are available by appending `.md` to page URLs; this page is available as [Markdown](https://docs.suno.finance/legal/legal-structure.md). # Legal structure Suno Investments S.A., Ensuro Re Ltd., and the Suno Reserve segregated account: what each layer gives a holder and what it does not. Every Suno token sits on three legal layers. One Suno company, acting as Protocol Director, decides what the token is and runs the protocol. A regulated Bermudian company, Ensuro Re Ltd., issues it. And a segregated account inside that issuer holds the assets the token is a claim on, walled off from everything else the issuer does. This page describes each layer, what the arrangement gives a holder, and what it does not. ## The three layers **Suno Investments S.A.** is the Protocol Director and Account Owner. Suno operates through several companies in different jurisdictions, and this is the one that faces tokenholders and the issuer: it is incorporated in Panama (RUC 155785685-2-2026 DV 69) with its registered address at Oceania Business Plaza, Torre 1000, San Francisco, Panama City. Suno defines the commercial, economic, and operational parameters of each token, operates the platform and the smart contracts, gives binding instructions to the issuer on issuance, administration, settlement, and lifecycle, and applies the compliance program described in [AML/ATF policy](/legal/aml-atf-policy.md). The physical plants are owned and operated by other companies in the Suno group, outside the issuer's structure. **Ensuro Re Ltd.** is the Legal Issuer. It is a Bermudian company (registration 202100534, Crawford House, 50 Cedar Avenue, Hamilton) organized as a segregated accounts company under the Segregated Accounts Companies Act 2000, and it holds a Class F licence under Bermuda's Digital Asset Business Act through its General Account. Its regulator is the Bermuda Monetary Authority. Ensuro provides the regulated legal environment in which tokens are issued and acts on Suno's instructions. It is not an investment manager, an advisor, or a fiduciary; its role is limited to the functions the documents assign it. **The "Suno Reserve" segregated account** was established by Ensuro on 2026-08-28 and is owned by Suno. It is the legal container of the Reserve: the aggregated contractual rights to the revenues of every operating project whose pWatts sit in the Reserve, and the yield of the Treasury Assets held alongside them, are collected there and distributed to uWatt holders through the Reserve contracts. Assets in the account may only be used for Suno Protocol purposes. ## What segregation protects, and what it does not Under the SAC Act, the assets of a segregated account are legally separated from the general assets of the issuer and from every other segregated account it maintains. A creditor of Ensuro's other business has no claim on the Suno Reserve account, and the Suno Reserve account has no exposure to the liabilities of any other account. That is the protection the structure exists to give. Segregation does not change what the assets are worth. The account holds rights to cash flows from solar plants and yield from treasury instruments, and a holder's economic exposure is limited to those assets. The contract states the boundary in three parts: * **Limited recourse.** A holder's recourse is limited to the assets of the segregated account attributable to the Reserve. There is no claim on the general assets of Ensuro, of Suno, or of their affiliates, except in cases of fraud, gross negligence, or wilful misconduct. * **Subordination.** Holder claims, including claims to distributions, rank behind all present and future unsubordinated creditors of the account. Holders of the same class rank equally among themselves. * **No personal liability.** No shareholder, director, officer, or employee of Suno is personally liable in respect of the tokens. ## What a token is, in law A uWatt is a contractual economic right to a share of the net yield of the Reserve, and a pWatt is a contractual right tied to one project's revenues. Neither is equity. Holding a token confers no ownership, control, or voting rights in Suno, in Ensuro, or in any project company, and a holder is not a shareholder, partner, or creditor of any of them. The rights attached to a token are exactly those written in the Terms and Conditions and the applicable offering document, and the relationship is contractual: no trust, agency, or fiduciary duty is created. Ownership is determined by control of the private key. Suno's architecture is non-custodial: the company never holds, accesses, or controls a holder's keys, whether the holder uses a self-custody wallet or the optional embedded wallet described in [Current designations](/legal/current-designations.md). The protocol pages describe what the code enforces: the desk price in [The uWatt](/protocol/the-uwatt.md), the yield split in [Yield and staking](/protocol/yield-and-staking.md), the bounds on governance in [Governance and parameters](/protocol/governance-and-parameters.md). The legal documents describe what the holder is entitled to: distributions while staked and whitelisted, conditional redemption from the liquid part of the Reserve, and a pro-rata share of residual assets if the Reserve is ever dissolved. The two descriptions cover the same mechanism from different sides. ## Governing law and disputes The Terms and Conditions and the offering document are governed by the laws of Bermuda. Disputes go to arbitration under the rules of the Bermuda International Mediation and Arbitration Centre, with Bermuda as the seat and English as the language. Awards are final and binding and may be entered in any competent court. Proceedings are individual: holders waive class and representative actions. Suno keeps the right to seek interim or injunctive relief in court to protect the platform, the tokens, or the staking mechanism. ## What can change The structure is designed to be durable, and the contract says which parts may move and under what conditions. * **The issuer can be substituted** without holder consent, provided the new issuer holds the licences the law requires, can perform every function of the current one including maintaining segregated accounts, and Suno has made the arrangements needed to leave holder rights materially unaffected. Holders are notified through the platform. * **The operative jurisdiction can change.** Suno may replace the Bermuda-based framework with another jurisdiction's, including a new licensed issuer and the migration of asset-holding structures, subject to prior notice and without material prejudice to holder rights. * **The Terms and Conditions can be amended.** Material amendments are notified in advance through the platform; clerical ones take effect immediately. Continued use of the platform or holding of tokens after the effective date is acceptance. A holder who disagrees may stop using the platform and dispose of their tokens. * **Smart contracts can be modified** only to fix security issues or errors, comply with law, keep up with network upgrades, make technical improvements that leave the economic terms unchanged, or respond to an emergency. Changes that materially alter holder rights require prior notice. Changes that would fundamentally alter the nature of the tokens, such as removing staking-based yield or imposing new redemption obligations, require explicit holder consent. Changes to the Reserve contract require fifteen business days' written notice from Suno to the issuer. The contract's defined terms for all of the above, and the chapter each lives in, are in [Terms and conditions](/legal/terms-and-conditions.md). --- # Agent Instructions This documentation is published with GitBook. GitBook is the documentation platform designed so that both humans and AI agents can read, navigate, and reason over technical content effectively. Learn more at gitbook.com. ## Querying This Documentation If you need additional information that is not directly available in this page, you can query the documentation dynamically by asking a question. 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