--- schema: foundry-doc-v1 title: "Canadian-simple copyright posture" slug: canadian-simple-copyright category: governance type: topic content_type: topic quality: complete short_description: "The platform'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 bcsc_class: public-disclosure-safe last_edited: 2026-05-25 editor: pointsav-engineering cites: - ni-51-102 paired_with: canadian-simple-copyright.es.md --- > The platform's 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. The platform's intellectual property is held under a deliberately minimal corporate posture chosen to preserve flexibility while the project matures. Copyright vests at a single Canadian holding entity by operation of statute rather than by inter-company assignment. This article describes the posture, names the statutes that make it work, and lists the trigger events that require it to be revisited. This article is the public-facing overview of the copyright posture. It is **not legal advice**. Counsel review is appropriate before any trigger event below. ## The holder Copyright is held by **Woodfine Capital Projects Inc.** ("WCP Inc."), a British Columbia corporation that sits as the parent holding entity of the PointSav trajectory. ## The statutory basis — Canadian Copyright Act § 13(3) Canadian Copyright Act § 13(3) makes the employer the **first owner** of copyright in works made by an employee in the course of employment under a contract of service. § 13(3) creates first-ownership, not assignment. It does not require a separate written instrument for the right to vest. The resulting ownership is not subject to the § 14(1) reversionary interest that applies to § 13(4) assignments. This is the load-bearing statute. Every other element of the posture follows from it. ## The corporate structure Three entities of differing status are operative: | Entity | Status | Role | |---|---|---| | 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 | | 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 The structure has **no inter-company IP flow** while it operates this way: - WCP holds IP and, through its employees, creates and uses it directly. - Woodfine Management Corp. is genuinely non-operating with respect to WCP IP. - "PointSav Digital Systems" is a trade name of WCP, not a separate legal person. Canadian Copyright Act § 13(3) is sufficient for vesting. CRA § 247 transfer-pricing documentation requirements, which attach to inter-company IP use, do not attach when there is no inter- company use to document. ## Operational disciplines that maintain the posture The posture depends on the following disciplines being kept: - **Employee-only contributors.** Every IP-creating contributor is a bona fide WCP Inc. employee on T4 payroll, performing in-scope work under WCP direction per the [[contributor-model|contributor rules]]. Independent contractors retain copyright by default under Canadian law and would require separate written assignment under § 13(4). Until counsel-drafted contractor IP-assignment templates are in place, the posture admits no contractor contributions to in-scope work. - **Woodfine Management Corp. stays non-operating** with respect to WCP IP. If Woodfine Management Corp. begins using WCP IP to generate revenue, an inter-company licence with arm's-length pricing documentation becomes expected. - **"PointSav Digital Systems" is a trade name of WCP** under BC's Partnership Act until incorporation. A Declaration of Trade Name with the BC Registrar should be filed if the brand is used commercially before incorporation. - **Moral rights gap acknowledged.** § 14.1 moral rights cannot be assigned, only waived in writing. § 13(3) does not waive them. The current posture admits this residual gap and does not paper it; counsel-drafted moral-rights waivers may be added later as the structure matures. ## Trigger events that require revisiting When any of the following occurs, the posture upgrades and counsel-drafted agreements (master IP assignment, inter-company IP-assignment agreement, moral-rights waivers) become standard: - First hire who is not a founder or officer. - First contractor contribution to in-scope code, content, or design work. - First external revenue generated using WCP IP. - Reporting-issuer status under BCSC `[ni-51-102]`. - PointSav Digital Systems Inc. incorporation event (handled at the rollover; Income Tax Act § 85 rollover transfers the IP estate to the new entity in a single transaction). - Any inter-company IP use between WCP and an operating subsidiary. ## Why this preserves equity value Holding IP at the parent enables **share-sale** transactions: selling WCP equity transfers the entire IP estate in one transaction. No per-asset assignments. No Bulk Sales Act triggers. No customer consents required. Asset-sale alternatives at sub-co level require enumerated IP schedules, individual assignments, and customer consents. The asymmetry runs forward in time as well: pushing IP **down** to PointSav Digital Systems Inc. on incorporation via § 85 rollover is a single-event transaction. Pulling IP **up** from a sub-holder later requires § 13(4) assignment + § 247 documentation + potential GST/HST implications + fair-market- value crystallisation. The posture preserves both share-sale optionality today and the cleaner downstream-rollover path at incorporation. ## What this posture is not It is not a permanent state. It is the minimum viable structure chosen for the current state of the PointSav trajectory, designed to be evolved as the project matures without unwinding pre- existing agreements. It is not a substitute for counsel-drafted agreements at scale. The trigger events above each call for counsel-drafted agreements that supersede the statutory default. The structure is intentionally minimal so the supersession can be staged. It is not BCSC-style continuous-disclosure. The disciplines described here govern how copyright vests and what the corporate structure looks like; the [[bcsc-disclosure-posture|disclosure regime]] per `[ni-51-102]` operates on a different surface and applies whether or not the relevant entity is currently a reporting issuer. ## See also - [[customer-hostability|Customer Hostability]] — the customer-data sovereignty posture that this copyright structure enables - [[contributor-model|Contributor Model]] — who may contribute IP-creating work and under what terms - [[bcsc-disclosure-posture]] — the parallel continuous-disclosure discipline that applies alongside copyright governance - [[sovereign-replacement-initiative|Sovereign Replacement Initiative]] — the planned vendor-independence programme whose IP is governed here ## References - Canadian Copyright Act — - BC Business Corporations Act — - Income Tax Act § 85 (rollover) —