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:

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.
• MCorp 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 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 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 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 — the customer-data sovereignty posture that this copyright structure enables
• 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 — the planned vendor-independence programme whose IP is governed here

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