Canadian-Simple Copyright Posture

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 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 complement to the operational section in factory-release-engineering/README.md §6. 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 Foundry 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:

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. 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 Foundry 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 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
• Contributor Model
• Sovereign Replacement Initiative
• Ontological Governance

References

• 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
• Income Tax Act § 85 (rollover) — https://laws-lois.justice.gc.ca/eng/acts/i-3.3/section-85.html