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| schema: foundry-doc-v1 | schema: foundry-doc-v1 |
| title: "Canadian-Simple Copyright Posture" | title: "Canadian-Simple Copyright Posture" |
| slug: canadian-simple-copyright | slug: canadian-simple-copyright |
| category: governance | category: governance |
| type: topic | type: topic |
| quality: core | quality: core |
| short_description: "Foundry's intellectual property vests in a single Canadian parent holding company by operation of Canadian Copyright Act § 13(3), without inter-company assignment, and is designed to be evolved incrementally as the corporate structure matures." | short_description: "Foundry's intellectual property vests in a single Canadian parent holding company by operation of Canadian Copyright Act § 13(3), without inter-company assignment, and is designed to be evolved incrementally as the corporate structure matures." |
| status: active | status: active |
| bcsc_class: public-disclosure-safe | bcsc_class: public-disclosure-safe |
| last_edited: 2026-04-30 | last_edited: 2026-04-30 |
| editor: pointsav-engineering | editor: pointsav-engineering |
| cites: | cites: |
| - ni-51-102 | - ni-51-102 |
| paired_with: canadian-simple-copyright.es.md | paired_with: canadian-simple-copyright.es.md |
| --- | --- |
| > Foundry intellectual property vests in Woodfine Capital Projects Inc. by operation of Canadian Copyright Act § 13(3) without requiring inter-company assignment, preserving both share-sale optionality and a clean downstream-rollover path at incorporation. | > Foundry intellectual property vests in Woodfine Capital Projects Inc. by operation of Canadian Copyright Act § 13(3) without requiring inter-company assignment, preserving both share-sale optionality and a clean downstream-rollover path at incorporation. |
| Foundry's intellectual property is held under a deliberately | Foundry's intellectual property is held under a deliberately |
| minimal corporate posture chosen to preserve flexibility while | minimal corporate posture chosen to preserve flexibility while |
| the project matures. Copyright vests at a single Canadian holding | the project matures. Copyright vests at a single Canadian holding |
| entity by operation of statute rather than by inter-company | entity by operation of statute rather than by inter-company |
| assignment. This article describes the posture, names the | assignment. This article describes the posture, names the |
| statutes that make it work, and lists the trigger events that | statutes that make it work, and lists the trigger events that |
| require it to be revisited. | require it to be revisited. |
| This article is the public-facing complement to the operational | This article is the public-facing complement to the operational |
| section in `factory-release-engineering/README.md` §6. It is | section in `factory-release-engineering/README.md` §6. It is |
| **not legal advice**. Counsel review is appropriate before any | **not legal advice**. Counsel review is appropriate before any |
| trigger event below. | trigger event below. |
| ## The holder | ## The holder |
| Copyright is held by **Woodfine Capital Projects Inc.** ("WCP | Copyright is held by **Woodfine Capital Projects Inc.** ("WCP |
| Inc."), a British Columbia corporation that sits as the parent | Inc."), a British Columbia corporation that sits as the parent |
| holding entity of the Foundry trajectory. | holding entity of the Foundry trajectory. |
| ## The statutory basis — Canadian Copyright Act § 13(3) | ## The statutory basis — Canadian Copyright Act § 13(3) |
| Canadian Copyright Act § 13(3) makes the employer the **first | Canadian Copyright Act § 13(3) makes the employer the **first |
| owner** of copyright in works made by an employee in the course | owner** of copyright in works made by an employee in the course |
| of employment under a contract of service. § 13(3) creates | of employment under a contract of service. § 13(3) creates |
| first-ownership, not assignment. It does not require a separate | first-ownership, not assignment. It does not require a separate |
| written instrument for the right to vest. The resulting | written instrument for the right to vest. The resulting |
| ownership is not subject to the § 14(1) reversionary interest | ownership is not subject to the § 14(1) reversionary interest |
| that applies to § 13(4) assignments. | that applies to § 13(4) assignments. |
| This is the load-bearing statute. Every other element of the | This is the load-bearing statute. Every other element of the |
| posture follows from it. | posture follows from it. |
| ## The corporate structure | ## The corporate structure |
| Three entities of differing status are operative: | Three entities of differing status are operative: |
| | Entity | Status | Role | | | Entity | Status | Role | |
| |---|---|---| | |---|---|---| |
| | Woodfine Capital Projects Inc. | Incorporated (BC); parent holding | Copyright + trademark holder for all software, documentation, content, and brand IP | | | Woodfine Capital Projects Inc. | Incorporated (BC); parent holding | Copyright + trademark holder for all software, documentation, content, and brand IP | |
| | Woodfine Management Corp. | Incorporated (BC); operating sub | Operations / shield-blocker; does not generate IP-derived revenue using WCP IP | | | Woodfine Management Corp. | Incorporated (BC); operating sub | Operations / shield-blocker; does not generate IP-derived revenue using WCP IP | |
| | PointSav Digital Systems | Yet to be incorporated | Operated as a trade name of WCP Inc. pre-incorporation; eventual BC operating subsidiary | | | PointSav Digital Systems | Yet to be incorporated | Operated as a trade name of WCP Inc. pre-incorporation; eventual BC operating subsidiary | |
| ## Why this works without inter-company IP agreements | ## Why this works without inter-company IP agreements |
| The structure has **no inter-company IP flow** while it operates | The structure has **no inter-company IP flow** while it operates |
| this way: | this way: |
| - WCP holds IP and, through its employees, creates and uses it | - WCP holds IP and, through its employees, creates and uses it |
| directly. | directly. |
| - Woodfine Management Corp. is genuinely non-operating with | - Woodfine Management Corp. is genuinely non-operating with |
| respect to WCP IP. | respect to WCP IP. |
| - "PointSav Digital Systems" is a trade name of WCP, not a | - "PointSav Digital Systems" is a trade name of WCP, not a |
| separate legal person. | separate legal person. |
| Canadian Copyright Act § 13(3) is sufficient for vesting. CRA | Canadian Copyright Act § 13(3) is sufficient for vesting. CRA |
| § 247 transfer-pricing documentation requirements, which attach | § 247 transfer-pricing documentation requirements, which attach |
| to inter-company IP use, do not attach when there is no inter- | to inter-company IP use, do not attach when there is no inter- |
| company use to document. | company use to document. |
| ## Operational disciplines that maintain the posture | ## Operational disciplines that maintain the posture |
| The posture depends on the following disciplines being kept: | The posture depends on the following disciplines being kept: |
| - **Employee-only contributors.** Every IP-creating contributor | - **Employee-only contributors.** Every IP-creating contributor |
| is a bona fide WCP Inc. employee on T4 payroll, performing | is a bona fide WCP Inc. employee on T4 payroll, performing |
| in-scope work under WCP direction. Independent contractors | in-scope work under WCP direction. Independent contractors |
| retain copyright by default under Canadian law and would | retain copyright by default under Canadian law and would |
| require separate written assignment under § 13(4). Until | require separate written assignment under § 13(4). Until |
| counsel-drafted contractor IP-assignment templates are in | counsel-drafted contractor IP-assignment templates are in |
| place, the posture admits no contractor contributions to | place, the posture admits no contractor contributions to |
| in-scope work. | in-scope work. |
| - **Woodfine Management Corp. stays non-operating** with | - **Woodfine Management Corp. stays non-operating** with |
| respect to WCP IP. If Woodfine Management Corp. begins using | respect to WCP IP. If Woodfine Management Corp. begins using |
| WCP IP to generate revenue, an inter-company licence with | WCP IP to generate revenue, an inter-company licence with |
| arm's-length pricing documentation becomes expected. | arm's-length pricing documentation becomes expected. |
| - **"PointSav Digital Systems" is a trade name of WCP** under | - **"PointSav Digital Systems" is a trade name of WCP** under |
| BC's Partnership Act until incorporation. A Declaration of | BC's Partnership Act until incorporation. A Declaration of |
| Trade Name with the BC Registrar should be filed if the brand | Trade Name with the BC Registrar should be filed if the brand |
| is used commercially before incorporation. | is used commercially before incorporation. |
| - **Moral rights gap acknowledged.** § 14.1 moral rights cannot | - **Moral rights gap acknowledged.** § 14.1 moral rights cannot |
| be assigned, only waived in writing. § 13(3) does not waive | be assigned, only waived in writing. § 13(3) does not waive |
| them. The current posture admits this residual gap and does | them. The current posture admits this residual gap and does |
| not paper it; counsel-drafted moral-rights waivers may be | not paper it; counsel-drafted moral-rights waivers may be |
| added later as the structure matures. | added later as the structure matures. |
| ## Trigger events that require revisiting | ## Trigger events that require revisiting |
| When any of the following occurs, the posture upgrades and | When any of the following occurs, the posture upgrades and |
| counsel-drafted agreements (master IP assignment, inter-company | counsel-drafted agreements (master IP assignment, inter-company |
| IP-assignment agreement, moral-rights waivers) become standard: | IP-assignment agreement, moral-rights waivers) become standard: |
| - First hire who is not a founder or officer. | - First hire who is not a founder or officer. |
| - First contractor contribution to in-scope code, content, or | - First contractor contribution to in-scope code, content, or |
| design work. | design work. |
| - First external revenue generated using WCP IP. | - First external revenue generated using WCP IP. |
| - Reporting-issuer status under BCSC `[ni-51-102]`. | - Reporting-issuer status under BCSC `[ni-51-102]`. |
| - PointSav Digital Systems Inc. incorporation event (handled at | - PointSav Digital Systems Inc. incorporation event (handled at |
| the rollover; Income Tax Act § 85 rollover transfers the IP | the rollover; Income Tax Act § 85 rollover transfers the IP |
| estate to the new entity in a single transaction). | estate to the new entity in a single transaction). |
| - Any inter-company IP use between WCP and an operating | - Any inter-company IP use between WCP and an operating |
| subsidiary. | subsidiary. |
| ## Why this preserves equity value | ## Why this preserves equity value |
| Holding IP at the parent enables **share-sale** transactions: | Holding IP at the parent enables **share-sale** transactions: |
| selling WCP equity transfers the entire IP estate in one | selling WCP equity transfers the entire IP estate in one |
| transaction. No per-asset assignments. No Bulk Sales Act | transaction. No per-asset assignments. No Bulk Sales Act |
| triggers. No customer consents required. | triggers. No customer consents required. |
| Asset-sale alternatives at sub-co level require enumerated IP | Asset-sale alternatives at sub-co level require enumerated IP |
| schedules, individual assignments, and customer consents. The | schedules, individual assignments, and customer consents. The |
| asymmetry runs forward in time as well: pushing IP **down** to | asymmetry runs forward in time as well: pushing IP **down** to |
| PointSav Digital Systems Inc. on incorporation via § 85 | PointSav Digital Systems Inc. on incorporation via § 85 |
| rollover is a single-event transaction. Pulling IP **up** from | rollover is a single-event transaction. Pulling IP **up** from |
| a sub-holder later requires § 13(4) assignment + § 247 | a sub-holder later requires § 13(4) assignment + § 247 |
| documentation + potential GST/HST implications + fair-market- | documentation + potential GST/HST implications + fair-market- |
| value crystallisation. | value crystallisation. |
| The posture preserves both share-sale optionality today and the | The posture preserves both share-sale optionality today and the |
| cleaner downstream-rollover path at incorporation. | cleaner downstream-rollover path at incorporation. |
| ## What this posture is not | ## What this posture is not |
| It is not a permanent state. It is the minimum viable structure | It is not a permanent state. It is the minimum viable structure |
| chosen for the current state of the Foundry trajectory, designed | chosen for the current state of the Foundry trajectory, designed |
| to be evolved as the project matures without unwinding pre- | to be evolved as the project matures without unwinding pre- |
| existing agreements. | existing agreements. |
| It is not a substitute for counsel-drafted agreements at scale. | It is not a substitute for counsel-drafted agreements at scale. |
| The trigger events above each call for counsel-drafted | The trigger events above each call for counsel-drafted |
| agreements that supersede the statutory default. The structure | agreements that supersede the statutory default. The structure |
| is intentionally minimal so the supersession can be staged. | is intentionally minimal so the supersession can be staged. |
| It is not BCSC-style continuous-disclosure. The disciplines | It is not BCSC-style continuous-disclosure. The disciplines |
| described here govern how copyright vests and what the | described here govern how copyright vests and what the |
| corporate structure looks like; the disclosure regime per | corporate structure looks like; the disclosure regime per |
| `[ni-51-102]` operates on a different surface and applies | `[ni-51-102]` operates on a different surface and applies |
| whether or not the relevant entity is currently a reporting | whether or not the relevant entity is currently a reporting |
| issuer. | issuer. |
| ## See Also | ## See Also |
| - [[customer-hostability|Customer Hostability]] | - [[customer-hostability|Customer Hostability]] |
| - [[contributor-model|Contributor Model]] | - [[contributor-model|Contributor Model]] |
| - [[sovereign-replacement-initiative|Sovereign Replacement Initiative]] | - [[sovereign-replacement-initiative|Sovereign Replacement Initiative]] |
| - [[ontological-governance|Ontological Governance]] | - [[ontological-governance|Ontological Governance]] |
| ## References | ## References |
| - Canadian Copyright Act — <https://laws-lois.justice.gc.ca/eng/acts/c-42/> | - Canadian Copyright Act — <https://laws-lois.justice.gc.ca/eng/acts/c-42/> |
| - BC Business Corporations Act — <https://www.bclaws.gov.bc.ca/civix/document/id/complete/statreg/02057_00> | - BC Business Corporations Act — <https://www.bclaws.gov.bc.ca/civix/document/id/complete/statreg/02057_00> |
| - Income Tax Act § 85 (rollover) — <https://laws-lois.justice.gc.ca/eng/acts/i-3.3/section-85.html> | - Income Tax Act § 85 (rollover) — <https://laws-lois.justice.gc.ca/eng/acts/i-3.3/section-85.html> |