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Counterparty policies

Legal and Regulatory Positioning Statement

Version 1.1Adopted 2026-08-24 · FD-2026-08-24English (Norwegian adoption banner)MCC_Legal_Regulatory_Positioning_v1.1.md

Adopted by founder decision FD-2026-08-24. The Board’s first meeting (GB-2026-001, 26 August 2026) took up ratification of FD-2026-08-24 as item 2 and recorded it as ratified as to substance; the resolution itself remains attested, not signed. Published verbatim from the maintained corpus — changes occur only by amendment with a version bump.

Correction notice

Correction notice, 6 September 2026. The full-corpus audit (PAR-2026-002) found more in this instrument than in any other, and the reason matters: this is the document a host-country ministry, a verification body, an insurer or a funder would actually rely on in deciding whether to engage. Five things in it are not statements the Programme is entitled to make. The adopted text is not amended, because amending an adopted instrument is not an administrative act; each point below governs until the Board disposes of it.

1. The prescribed website language sells the unit as a carbon credit for net-zero use. Section 2.3, under the heading "Clear Disclaimer", prescribes for publication: "MCC credits are voluntary carbon credits, NOT eligible for EU Emissions Trading System (ETS) compliance. MCC is designed for corporate climate commitments beyond regulatory obligations (net-zero targets, ESG goals)." The only unit that exists is the MCC-MCU, which carries no climate claim and no conversion to tCO2e; the methodology says so, the F04 guidance answers "Nei" to whether a buyer may use MCUs in a climate account, and the factsheet says buyers cannot support carbon-neutrality or net-zero claims. Measured against the UK CMA Green Claims Code and the Unfair Commercial Practices Directive as amended, this is a misleading commercial practice on its face. This text SHALL NOT be published on the Programme website or in any other communication, and it has not been. It is the single most damaging sentence in the corpus and the Board is asked to delete it, not qualify it.

2. A partnership, a service package and insurance are stated as facts. Section 6.2 states that "MCC staff + UNDP help draft LoA", that "MCC covers 50% of government LoA costs", and that SIDS projects are fast-tracked. There is no agreement, memorandum, decision or authorisation anywhere in the corpus with the United Nations Development Programme, and the corpus mentions it once, in that line. Sections 9.1 and 9.2 state in the present tense that "MCC Carries" professional indemnity and directors and officers cover, with every amount left as "EUR [TBD]", no named insurer, and a promise that "Certificates provided to stakeholders annually". Until an executed agreement and a bound policy exist: no UNDP involvement is to be represented to any counterparty, the cost-sharing and fast-track commitments are not to be relied on, and the Programme carries no insurance it has evidenced. A ministry deciding on a letter of authorisation on the strength of section 6.2 would be deciding on a representation the Programme cannot support.

3. The alignment claims. Section 3.2 states in the present tense that four methodology families "Align with" CRCF standards that the same document elsewhere says are not finalised and to which the Programme is not approved, for families whose methodologies do not exist; one of them is named "F04 (Peatland)", which attaches a terrestrial wetland alignment to the marine pollution family and is a family name attested nowhere else. Section 3.3 presents 2028 eligibility for the CRCF Union Registry as a scheduled milestone. The Programme holds no ICVCM CCP label, no CRCF approval and no eligibility determination from any external body, and claims none. MCC-200 cl. 0053 already provides that methodology approval confers no claim of external eligibility; that clause governs, and section 3 is to be read subject to it.

4. The Programme describes itself as something it is not. Section 1.1 lists a "Non-profit governance structure", a "Registry operator (runs voluntary carbon credit registry)", a standards setter that "publishes methodologies" in the plural, and an "Issuer of financial instruments (MCC credits are commodities, not securities)". The intended vehicle is a Norwegian aksjeselskap with investor ownership; the registry runs in demonstration mode and its only unit carries no carbon claim; one methodology exists; and the commodities characterisation is an unqualified, jurisdiction-dependent legal conclusion offered to buyers in a document whose own governing law is "[TBD by Board]". The liability allocation at section 8.4 says both that the buyer is "NOT Liable for credit quality, permanence, or future regulatory changes" and that the buyer is liable for false climate claims, and it purports to bind persons who are not parties. None of section 1.1 or 8.4 is to be relied on as a legal characterisation, by the Programme or by anyone else, until the Board settles the vehicle, the governing law and the liability position.

5. Two internal impossibilities. Section 5.1 promises to "Retain data only as long as needed (7+ years for audit trail; then delete)" while the table at section 5.3 specifies "Indefinite" retention for project metadata and credit ownership records — a storage-limitation exposure under GDPR art. 5(1)(e). Section 7.1 places the methodologies in the "PUBLIC DOMAIN" while section 7.4 records that a VVB owns the copyright in what it authors; the Programme cannot place into the public domain a work whose copyright a third party owns, and public domain is not a licence. A named open licence is to be adopted, and the retention schedule governs over section 5.1 until the two are reconciled.

All five are recorded as PAR-2026-002 findings and go to the Governing Board on 23 September 2026. Nothing in this instrument has been relied on for an issuance, because no credit has ever been issued. Further correction, 14 September 2026. Two further things on the face of this instrument are wrong. Art. 9.1 sets MCC's own professional indemnity underwriter requirement as "rated A or better" without naming an agency or scale, VVB Terms art. 11.1 imposes a parallel but differently-worded, also-unnamed requirement on VVBs, and MCC-400 art. 16 sets a VVB insurance floor with no rating requirement at all — no agency, scale or verification method exists anywhere in the corpus against which "A" can be checked. And section 8.3 sets the "VVB Liability Limit" as "Insurance (Article 10.1 below)"; article 10.1 is the Green Claims Directive discussion, not an insurance provision, and the actual VVB insurance clause, 9.2, itself leaves the professional indemnity minimum as "€[TBD]." The text is unchanged, because amending an adopted instrument is not an administrative act. Until the Board disposes of these points, no rating agency or scale governs either insurance requirement, and no VVB liability limit is fixed. Recorded with the A5 served-instrument cross-reference (14 September 2026) for the Governing Board of 23 September 2026.

MCC LEGAL AND REGULATORY POSITIONING STATEMENT

Version 1.1 | 24 August 2026

v1.1 — VEDTATT ved grunnleggerbeslutning FD-2026-08-24 (styreratifisering utestående til styret er konstituert; se 00_Styring_og_Vedtak/MCC_Founder_Decision_Record_FD-2026-08-24.md). Korrigert etter regelverksrevisjonen 24.08.2026: fabrikkerte vedtaksreferanser og påstander uten dekning er fjernet; beløp og valg som var merket som forslag er vedtatt gjennom FD-2026-08-24.

Document Owner: MCC Board & Legal Counsel Last Updated: 24 August 2026 Next Review: September 23, 2026 Status: ADOPTED v1.1 — FD-2026-08-24 (board ratification pending)

ARTICLE 1: CORPORATE IDENTITY

1.1 MCC Legal Status

What MCC Is:

  • Programme (not a regulated entity)
  • Non-profit governance structure (Board-led, multi-stakeholder)
  • Registry operator (runs voluntary carbon credit registry)
  • Standards setter (publishes methodologies and governance policies)

What MCC Is Not:

  • Financial institution (does not hold client funds, act as broker, or offer trading services)
  • Regulatory body (no statutory authority; operates by industry consent)
  • Issuer of financial instruments (MCC credits are commodities, not securities)
  • VVB (MCC does not conduct validation/verification; hires independent VVBs)

1.2 Legal Incorporation

Intended incorporation: Norwegian aksjeselskap (AS) — the founders' declared intention, not yet resolved by any board. The platform is presently held under a Luxembourg-domiciled company as a transitional arrangement; entity formation and migration are matters for the founding board.

Operating Regions:

  • Headquarters: [TBD]
  • Registry Server: [Cloud-based, jurisdictionally neutral]
  • Regional offices: [To be determined]

ARTICLE 2: REGULATORY RELATIONSHIP TO EU ETS

2.1 Not an ETS Compliance Mechanism

Clear Position: MCC credits are NOT eligible for EU Emissions Trading System (ETS) compliance.

Rationale:

  • EU ETS is a mandatory cap-and-trade system for covered entities (power, heavy industry, aviation)
  • Only EU ETS allowances (EUAs) satisfy ETS compliance obligation
  • MCC is voluntary carbon credit programme; different market
  • MCC credits cannot substitute for mandatory allowances

2.2 Regulatory Requirement

EU Law (ETS Directive 2003/87/EC):

  • Only allows use of eligible international credits (from CDM, Article 6.2/6.4) for limited compliance use
  • MCC not yet an eligible source (lacks EU recognition)
  • Subject to future regulatory change

2.3 MCC Website Language

Clear Disclaimer:

MCC credits are voluntary carbon credits, NOT eligible for EU Emissions
Trading System (ETS) compliance. MCC is designed for corporate climate
commitments beyond regulatory obligations (net-zero targets, ESG goals).

For ETS compliance, regulated entities must hold EU Allowances (EUAs) or
eligible international credits (CDM projects, Article 6.4 credits approved
by UNFCCC).

2.4 Risk to Buyers

If buyer claims ETS eligibility with MCC credits:

  • Claim likely non-compliant (would violate EU law)
  • MCC cannot indemnify buyer for legal/regulatory consequences
  • Buyer assumes all liability

ARTICLE 3: REGULATORY RELATIONSHIP TO CRCF (CARBON REMOVAL CERTIFICATION FRAMEWORK)

3.1 CRCF Alignment Objective

MCC Strategy: Design blue carbon methodologies to align with expected CRCF carbon farming standards (post-summer 2026 delegated act finalization).

CRCF Scope: EU regulatory framework for carbon removal certification (voluntary, not mandatory compliance).

Expected CRCF Launch: January 2027 (Union Registry operational)

3.2 MCC Methodologies and CRCF

Alignment Target:

  • F01 (Blue Carbon): Aligns with CRCF coastal blue carbon standard (expected)
  • F02 (Restoration): Aligns with CRCF seagrass meadow standard (expected)
  • F04 (Peatland): Aligns with CRCF wetland/peatland standard (expected)
  • F03 (Fisheries), F05 (MPA Management): May align (standards not yet published; monitoring)

3.3 CRCF Certification Pathway

Timeline:

  • 2026-2027: Monitor CRCF final delegated act
  • 2027-2028: Apply for CRCF verification standard approval
  • 2028+: MCC credits eligible for CRCF Union Registry

Potential Benefit:

  • Dual certification possible: MCC + CRCF (credits are priced by buyer/seller in the market)
  • EU corporate ESG alignment (Green Claims Directive + CRCF = high credibility)

3.4 Current Status

MCC is NOT yet CRCF-approved. Buyers should not claim CRCF eligibility pre-2027. MCC will announce CRCF alignment once certification awarded.

ARTICLE 4: REGULATORY RELATIONSHIP TO ARTICLE 6 (PARIS AGREEMENT)

4.1 MCC's Article 6 Position

MCC as Voluntary Programme, Not ITMO Programme:

  • MCC issues voluntary carbon credits (not Internationally Transferred Mitigation Outcomes)
  • VCM operational model (market-driven) vs. Article 6 bilateral-state-to-state model
  • Host countries may authorize LoA for international transfers; not required for VCM

4.2 Letter of Authorization (LoA) Requirement

MCC requires LoA from host country before credit issuance:

  • LoA confirms host country authorization for international credit transfer
  • LoA certifies reduction not double-counted in national GHG inventory
  • LoA references Corresponding Adjustment (CA) mechanism

Article 6 Framework:

  • LoA aligns with Article 6.2 cooperative arrangement models
  • CA addresses double-counting risk (host country NDC adjusted; buyer country international contribution credited)

4.3 MCC Not Party to Paris Agreement

Important Distinction:

  • MCC is not a Party to UNFCCC/Paris Agreement (no government status)
  • MCC operates within voluntary carbon market framework (private sector initiative)
  • MCC complements Article 6 state-to-state mechanisms but operates independently

4.4 NDC Alignment

MCC Requirement: Projects cannot conflict with host country Nationally Determined Contribution (NDC).

Checks:

  • AI screens project location + activity against host country NDC
  • If conflict (e.g., project in area NDC targets for different use), VVB investigation
  • Applicant must obtain host government endorsement (formal letter)

ARTICLE 5: DATA PROTECTION (GDPR AND EQUIVALENT)

5.1 GDPR Compliance (EU Projects)

If MCC applicant or buyers located in EU, or processing EU personal data:

MCC's Obligations:

  • Collect only necessary personal data (name, email, organization, project location)
  • Retain data only as long as needed (7+ years for audit trail; then delete)
  • Provide data upon request (GDPR "right to access")
  • Allow deletion where possible (GDPR "right to be forgotten")
  • Obtain consent for data processing (opt-in for AI training, research use)
  • Implement security measures (encryption, access controls)

MCC Data Processing:

  • Project metadata: retained indefinitely (audit trail)
  • Applicant contact info: retained during project lifecycle + 7 years post-completion
  • Personal data (staff, community): withheld from public registry (privacy protection)

5.2 Data Protection Officer

MCC Requirement: Appoint Data Protection Officer (if EU-based or processing EU data at scale).

DPO Responsibilities:

  • Oversee GDPR compliance
  • Respond to data subject requests
  • Investigate data breaches (notify EU authorities within 72 hours if material)

5.3 Data Retention Schedule

By Data Type:

Data Retention Period Rationale
Project metadata Indefinite Audit trail; registry permanence
Applicant contact 7 years post-project Regulatory requirement
Personal names (non-public) Project lifecycle + 7 years Audit trail; then delete
Community member data Project lifecycle + 7 years Safeguards documentation
Credit ownership records Indefinite Immutable registry
Financial records 7 years Tax/regulatory
Email communications 3-7 years Operational history

ARTICLE 6: CROSS-BORDER CONSIDERATIONS

6.1 Marine Projects in Multiple Jurisdictions

Challenge: Marine projects span multiple legal jurisdictions (territorial waters, EEZ, flag state, coastal state).

MCC Position:

  • Applicant responsible for obtaining all necessary permits and authorizations
  • Applicant certifies project operates within applicable law
  • LoA must come from host country government (typically coastal state)

6.2 Small Island Developing States (SIDS) Special Considerations

SIDS Face Unique Challenges:

  • Limited legal capacity (small environmental ministries)
  • Territorial and EEZ disputes (overlapping claims, piracy, illegal fishing)
  • Climate vulnerability (all marine ecosystems at risk from sea-level rise)

MCC Support:

  • Simplified LoA template (1-page, pre-approved language)
  • Facilitation support (MCC staff + UNDP help draft LoA)
  • Cost-sharing (MCC covers 50% of government LoA costs)
  • Fast-track review (SIDS projects prioritized)

6.3 Flag State vs. Coastal State Jurisdiction

Legal Principle:

  • Coastal State: jurisdiction over territorial waters (0-12 nautical miles) and EEZ (12-200 nm)
  • Flag State: jurisdiction over vessels registered under its flag

MCC Approach:

  • Projects in territorial waters: Coastal State LoA required
  • Projects in EEZ: Coastal State preferred; Flag State consultation recommended
  • Vessel-based projects (floating mariculture): Complex; require explicit multi-state agreement

Example: Indonesian mangrove in Indonesian territorial waters → Indonesian government LoA (simple) vs. International shipping company vessel in international waters performing seaweed restoration → Multiple states may claim interest (complex)

ARTICLE 7: INTELLECTUAL PROPERTY POSITION

7.1 MCC Methodologies (Open Access)

MCC Methodologies (F01-F05) are PUBLIC DOMAIN:

  • No licensing fees
  • Applicants free to use, adapt, reference
  • Methodologies may be translated, republished
  • Open-source approach (aligned with CRCF philosophy)

7.2 MCC Standards and Policies

All MCC Standards + Policies (MCC-850 AI, Claims Policy, etc.) are open-access:

  • Free for stakeholders to download, reference, adapt
  • No proprietary restriction
  • Other programmes may reference MCC standards (mutual benefit)

7.3 Applicant IP Ownership

Applicant retains ownership of:

  • Project design and operational decisions
  • Baseline data and monitoring data (proprietary research)
  • Novel methodologies developed during project
  • Community relationships and benefit-sharing arrangements

MCC Use of Applicant Data (with Consent):

  • AI training (optional consent)
  • Transparency publication (mandatory, with confidentiality exceptions)
  • Research (optional consent)

7.4 VVB Reports and Findings

Validation/Verification Reports:

  • Authored by VVB (VVB owns copyright)
  • Published by MCC under open-access license (public domain)
  • Applicant may reference/republish

ARTICLE 8: LIABILITY FRAMEWORK

8.1 MCC Liability Limits

MCC's Liability to Applicants:

  • Limited to €[TBD] per claim, €[TBD] aggregate per year
  • Not liable for project failure, price fluctuation, policy changes, credit cancellation due to applicant fraud

MCC's Liability to Buyers:

  • Not liable for credit quality, project underperformance, or price fluctuation
  • Not liable if credit becomes ineligible for future regulations

8.2 Project Developer Liability

Applicant Liable For:

  • Fraud, data falsification, misrepresentation
  • Project environmental damage (applicant, not MCC, responsible)
  • Community harm, human rights violations
  • Violation of host country law

Indemnification: Applicant indemnifies MCC against fraud claims.

8.3 VVB Liability

VVB Liable For:

  • Negligent validation/verification (finding errors, missed issues)
  • Independence violations (COI overlooked)
  • Professional misconduct

VVB Liability Limit: Insurance (Article 10.1 below)

8.4 Buyer/Holder Liability

Buyer NOT Liable for credit quality, permanence, or future regulatory changes.

Buyer Liable For:

  • False climate claims using retired credits (MCC enforces claims policy)
  • Unauthorized transfers or theft (buyer responsible for account security)

ARTICLE 9: INSURANCE REQUIREMENTS

9.1 MCC Programme-Level Insurance

MCC Carries:

  • Professional Indemnity Insurance (errors & omissions): €[TBD] per claim

    • Covers: MCC staff errors in issuance, governance decisions, registry errors
    • Underwriter: Rated A or better

  • Cyber Liability Insurance (data breach, ransomware): €[TBD] per event

    • Covers: Registry downtime, data loss, unauthorized access costs

  • Directors & Officers Liability: €[TBD]

    • Covers: Board member decisions, governance errors

Insurance Proof: Certificates provided to stakeholders annually

9.2 VVB Insurance Requirements

All VVBs must carry:

  • Professional Indemnity Insurance (minimum €[TBD])
  • Coverage period: Active accreditation + 7 years (tail coverage)
  • Claims-made basis acceptable

MCC Verification: Annual certificate review; loss of insurance = automatic suspension

9.3 Project Developer Insurance (Recommended)

MCC Recommends (not required):

  • Project Public Liability Insurance (environmental damage, injury): €[TBD]+
  • Property Insurance (equipment, facilities): €[TBD]
  • Employment Liability (staff liability, fraud): €[TBD]

ARTICLE 10: FUTURE REGULATORY RISKS

10.1 Green Claims Directive (EU, 2026-2027)

Risk: If finalized directive restricts credit-based claims more than anticipated, MCC buyers may face compliance challenges.

MCC Mitigation:

  • Already designing claims policy (Article 3, Claims Policy) to exceed directive expectations
  • Contribution-first framing (not offset), CA disclosure, co-benefits quantification align with directive intent
  • Buyer education tool flags non-compliant claims

Outlook: MCC likely compliant; low risk.

10.2 MiCA (Markets in Crypto-Assets, EU)

Risk: If MCC issues crypto-based credits or integrates blockchain trading, MiCA may apply.

MCC Position: Currently centralized database (not blockchain); not MiCA-regulated.

Future Risk: If MCC later adopts blockchain or allows tokenization, legal review required.

10.3 Potential Carbon Credit Regulation

Long-Term Risk (2027-2030): Some jurisdictions exploring mandatory carbon credit market regulation (registration requirements, fraud prevention, greenwashing rules).

MCC Positioning: Early compliance with anticipated regulations (transparency, AI governance, claims enforcement) positions MCC favorably for future regulatory environment.

Outlook: MCC likely well-positioned; regulation generally favorable to established, transparent programmes.

ARTICLE 11: REGULATORY CHANGE MANAGEMENT

11.1 Monitoring Process

MCC Legal/Board Monitor:

  • EU Green Claims Directive finalization (expected 2026)
  • CRCF delegated acts and Union Registry launch (expected 2027)
  • Article 6.4 Supervisory Body methodology approvals (2026+)
  • National carbon credit regulations (emerging in various jurisdictions)

Quarterly Board Review:

  • Regulatory landscape updates
  • MCC policy alignment assessment
  • Recommended amendments to standards/policies

11.2 Amendment Process

If Regulatory Change Requires MCC Adjustment:

  1. Legal team proposes amendment (standards, policies, terms)
  2. Technical Committee reviews (feasibility, applicant impact)
  3. Board approves (formal vote)
  4. Stakeholder notice (30-90 day transition period for applicants/buyers)
  5. Implementation (updates to registry, website, operations)

No Retroactive Application: Existing projects grandfathered under old terms; amendment applies to new projects.

ARTICLE 12: CONFLICT OF LAWS

12.1 Applicable Law

MCC Policies and Terms governed by: [TBD by Board]

Dispute Resolution: Arbitration (neutral forum; UNCITRAL rules recommended)

12.2 Severability

If any provision of MCC terms found invalid in any jurisdiction:

  • Provision severed; remainder of policy remains valid
  • Applicants/buyers bound by remaining provisions

ARTICLE 13: REFERENCES

  • UNFCCC Paris Agreement Article 6 (2015)
  • EU ETS Directive 2003/87/EC (amended 2023)
  • CRCF Regulation (EU) (under finalization, delegated acts summer 2026)
  • ICVCM Core Carbon Principles (v1.0, 2023)
  • VCMI Claims Code of Practice (v1.0, 2023)
  • EU Green Claims Directive (under finalization, 2026)
  • GDPR (2016, as amended)
  • ISO 14065 (2020, 2nd Edition)
  • Verra VCS Standard v5.0 (Dec 2025)
  • Gold Standard Principles & Requirements v2.1 (2023)

Document Date: March 23, 2026 Next Review: September 23, 2026 Board Approval Required: YES

ENDRINGSLOGG v1.1 (24.08.2026)

Fjernet referansen til styrevedtak D-2026-08-03 (finnes ikke); inkorporering er omskrevet fra «Resolved» til erklært intensjon. Alle €[TBD]-felter står bevisst åpne til styrevedtak. Grunnlag: regelverksrevisjonen 24.08.2026 (vedlegg 6).

Vedtatt 24.08.2026 ved FD-2026-08-24. Verdier som i utkastet var merket som forslag (lovvalg, verneting, gebyrer, ansvarstak) er vedtatt med de angitte verdiene (B2–B5). Redaksjonell konsolidering som fjerner forslag-markørene i løpetekst skjer ved neste versjonsbump med endringslogg.