Canadian-simple copyright posture
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docs(entity-naming): Phase 5 — WCP retirement sweep on documentation wiki, found beyond the original ~34-corporate-file estimate (entity-naming-convention.md §§6,10)
@@ -10,7 +10,7 @@ index_group: licensing-and-contribution short_description: "The platform's IP vests in a single Canadian parent holding company by operation of Canadian Copyright Act § 13(3), without inter-company assignment." status: active bcsc_class: public-disclosure-safe last_edited: 2026-05-25 last_edited: 2026-08-26 editor: pointsav-engineering cites: - ni-51-102 @@ -34,8 +34,7 @@ trigger event below. ## The holder Copyright is held by **Woodfine Capital Projects Inc.** ("WCP Inc."), a British Columbia corporation that sits as the parent Copyright is held by **Woodfine Capital Projects Inc.** ("Woodfine"), a British Columbia corporation that sits as the parent holding entity of the PointSav trajectory. ## The statutory basis — Canadian Copyright Act § 13(3) @@ -58,19 +57,19 @@ 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 | | MCorp | 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 | | MCorp | Incorporated (BC); operating sub | Operations / shield-blocker; does not generate IP-derived revenue using Woodfine IP | | PointSav Digital Systems | Yet to be incorporated | Operated as a trade name of Woodfine 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 - Woodfine holds IP and, through its employees, creates and uses it directly. - MCorp is genuinely non-operating with respect to WCP IP. - "PointSav Digital Systems" is a trade name of WCP, not a respect to Woodfine IP. - "PointSav Digital Systems" is a trade name of Woodfine, not a separate legal person. Canadian Copyright Act § 13(3) is sufficient for vesting. CRA @@ -83,18 +82,18 @@ company use to document. 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 is a bona fide Woodfine employee on T4 payroll, performing in-scope work under Woodfine 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. - **MCorp stays non-operating** with respect to WCP IP. If MCorp begins using WCP IP to generate revenue, an inter-company licence with respect to Woodfine IP. If MCorp begins using Woodfine 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 - **"PointSav Digital Systems" is a trade name of Woodfine** 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. @@ -113,18 +112,18 @@ 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. - First external revenue generated using Woodfine 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 - Any inter-company IP use between Woodfine 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 selling Woodfine equity transfers the entire IP estate in one transaction. No per-asset assignments. No Bulk Sales Act triggers. No customer consents required.