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---
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title: Central (Ontario)
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title: Ontario
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collection: Cooperative Foundations
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path: Cooperative Foundations/Hub Adaptations/Central (Ontario)
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path: Cooperative Foundations/Hub Adaptations/Ontario
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parentDocument: Hub Adaptations
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outlineId: 737371b5-405a-4d02-b66b-66fcfe4d6b22
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createdBy: Jennie R.F.
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@ -8,12 +8,10 @@ createdBy: Jennie R.F.
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---
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## Overview
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This document maps the Peer Support (PS) role across the 9-week [Cooperative Foundations](/collection/b0d3ac0c-8bdd-4227-a638-9cc2ec87d607) program, session by session. It pulls together PS-facing content from the curriculum, homework guides, tools, and red flags into one reference.
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This document maps the Peer Support (PS) role across the 9-week [Cooperative Foundations](/collection/b0d3ac0c-8bdd-4227-a638-9cc2ec87d607) program, session by session. It pulls together PS-facing content from the curriculum, homework guides, tools, and red flags into one reference.
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The playbook is organized chronologically. Each section covers what the PS needs to know and do before, during, and after each session, plus the Studio Support Meeting that follows.
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**Some of the types of things to note at every session:**
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* Who's talking, who's quiet, who defers to whom, and how this is changing over time
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---
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title: 'S5: Governance Requirements'
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collection: Cooperative Foundations
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path: >-
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Cooperative Foundations/Hub Adaptations/Central (Ontario)/S5: Governance
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Requirements
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parentDocument: Central (Ontario)
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path: 'Cooperative Foundations/Hub Adaptations/Ontario/S5: Governance Requirements'
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parentDocument: Ontario
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outlineId: 05d4c54c-c609-42fa-9434-d0c587921fb9
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createdBy: Jennie R.F.
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---
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:::info
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**Ontario Adaptation**
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This section covers what Ontario law actually requires under the Co-operative Corporations Act (CCA), and how that intersects with the governance structures from this session.
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This section covers what Ontario law actually requires under the Co-operative Corporations Act (CCA), and how it connects with the governance structures from Session 5. The goal is to make sure the governance you're designing will hold up when the CCA eventually asks to see it on paper.
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:::
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## One-member-one-vote is law – not a choice
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## You need at least three people
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The CCA requires three or more people 18 or older to incorporate a worker co-op in Ontario. A two-person studio *cannot* incorporate as a worker co-op here. If you're a duo, you'll either need to add a third member-owner before incorporation or pick a different legal structure for now.
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## The 75/75 rule defines you as a worker co-op
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Ontario's CCA says a worker co-op has to keep at least 75% of its employees as members and at least 75% of its members as employees. This is the test that distinguishes a worker co-op from other co-op types. You have to keep the math working as you start bringing on contractors, part-timers, or someone in a probationary period. You probably won't bump up against this early on, but the membership pathway you design in Session 5 should be built with this rule in mind so it doesn't surprise you later.
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## One-member-one-vote is *law*
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Under the CCA, every member of a co-op gets equal voting power for formal member decisions (elections, bylaw approvals, resolutions) regardless of how much they've invested. It's part of the legal definition of operating on a "co-operative basis" in Ontario. The consent and consensus models from this program are ways of *practicing* democratic governance day-to-day.
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## Bylaws are required, not optional
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## Bylaws are required
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Ontario co-ops must have bylaws covering membership (how people join and leave), voting (how decisions are made formally), and surplus distribution (how money flows back to members). The governance processes you're building in this program eventually get written into these bylaws. All those decisions you're making together (how to make decisions, who has voice, how to handle disagreement) will need to be codified. That's what bylaws are for.
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Ontario co-ops must have bylaws. At minimum they need to address how people become and stop being members, how members vote and meet, how directors are elected and replaced, how meetings are run, and how surplus flows back to members. For worker co-ops specifically, the bylaws also need to speak to the relationship between membership and employment. The governance processes you're building in this program (how to make decisions, who has voice, how to handle disagreement) eventually get written into these bylaws.
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It's okay to take a plain-language first pass at your bylaws. When you're ready to incorporate, a co-op lawyer can translate it into the formal document.
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## Member admission, withdrawal, and expulsion
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The CCA expects bylaws to set out the conditions under which a member can join, leave, or be removed, and gives an expelled member the right to appeal to the membership at a general meeting. This is the legal version of the conversation we nudge you toward in Session 5 (the uncomfortable one about removing members). Whatever process you design has to be writeable, fair, and appealable. If your draft can't survive that test, it's not finished.
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## You have to hold an AGM
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The CCA requires a first annual general meeting (AGM) within 18 months of incorporation, and at least one AGM every fiscal year after that, with statutory notice periods. The AGM is where members elect directors, approve financials, and pass any bylaw changes. This is not optional. Put it on your calendar early.
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## Audits are required by default, but small co-ops can opt out
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The CCA requires co-ops to appoint an auditor and have their annual financial statements audited by default. For many small co-ops that have not raised investment under an offering statement and don't have government grants that require an audit, members can pass the necessary resolutions each year to exempt the co-op from the audit provisions for that financial year, instead of paying for a full audit. In a 3–5 person studio, this usually just means making an annual "audit exemption" resolution a standing AGM item or getting everyone's written consent ahead of time. You can still choose to ask an accountant for a lighter-touch review of your finances, but that's a governance choice and not required.
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## Virtual and hybrid meetings are permanently allowed
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Since October 2023, Ontario co-ops can hold meetings virtually or in hybrid format as long as their bylaws *don't expressly forbid it*. If your studio is distributed or your team works across cities, this matters. Formal governance doesn't require everyone in the same room.
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Since the October 2023 amendments, Ontario co-ops can hold meetings virtually or in hybrid format as long as their bylaws don't expressly forbid it. This was part of the 2020-2023 modernization package that also made electronic notice and electronic participation easier. If your studio is distributed or your team works across cities, this matters. Formal governance doesn't require everyone in the same room, but your bylaws do need to leave the door open.
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## Dual status: director and employee
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In a worker co-op, you can be both a director and an employee. Most small studios (3-5 people) will have all members serving as both, but the roles carry different legal weight. Director duties include fiduciary duty and duty of care. Employee rights fall under the Employment Standards Act. It's worth separating governance work (board decisions, AGMs, strategic direction) from production work (making games) early on, before incorporation, so the distinction doesn't feel artificial later.
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In a worker co-op, you can be both a director and an employee. Most small studios (3-5 people) will have all members serving as both, but the roles come with different legal obligations. Director duties include fiduciary duty, duty of care, and a statutory obligation to disclose conflicts of interest in writing and recuse from related decisions (this is at the federal level). Employee rights fall under the Employment Standards Act. It's worth separating governance work (board decisions, AGMs, strategic direction) from production work (making games) early on, before incorporation.
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The conflict-of-interest part is awkward in a 4-person studio where every member is also a director and the "interested party" in a contract decision is sitting at the same table. The CCA still expects the disclosure to happen and to be minuted. Build the habit early. It's a good way to keep governance visible.
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## Member loans and offering statements
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If your studio raises money from members beyond basic membership shares (for example, member loans to fund a project or preference shares), the CCA's offering-statement rules may apply once you move past the built-in "small raise" exemptions or start selling to more than a few dozen people. There are exemptions for small, member-only raises, but a co-op that doesn't know the rules exist can accidentally create a lot of extra legal work. Because the thresholds and exemptions are technical and have shifted over time, check FSRA's current ["Offering Statements"](https://www.fsrao.ca/industry/co-operative-corporations/what-offering-statement) guidance and talk to a co-op lawyer before you accept money in any form other than wages or basic membership shares.
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## Records, minute books, and the FSRA annual return
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The CCA requires you to keep specific records at your registered office: the member register, minutes of member and director meetings, articles, bylaws, and financial records. You also have to file an annual return with FSRA and keep your information current. It's a quick filing, but skipping it can throw you offside. Set a recurring reminder.
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---
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## Additional resources
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* [FSRA Co-operative Corporations](https://www.fsrao.ca/industry/co-operative-corporations-0)
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* [Co-operative Corporations Act](https://www.canlii.org/en/on/laws/stat/rso-1990-c-c35/latest/rso-1990-c-c35.html)
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* [OCA resources](https://www.ontario.coop/training-and-resources/start-a-co-operative)
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* [FSRA legislative changes](https://www.fsrao.ca/industry/co-operative-corporations/legislative-and-regulatory-changes-co-operatives-ontario)
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* [Canadian Worker Co-op Federation: Incorporating in Ontario](https://canadianworker.coop/wp-content/uploads/2020/10/Incorporating-a-Co-operative-in-Ontario-Without-Share-Capital.pdf)
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@ -1,72 +0,0 @@
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---
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title: 'S6: Funding & Tax Landscape'
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collection: Cooperative Foundations
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path: >-
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Cooperative Foundations/Hub Adaptations/Central (Ontario)/S6: Funding & Tax
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Landscape
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parentDocument: Central (Ontario)
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outlineId: 491a3f7f-f423-4db6-a3fb-521895d2468c
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createdBy: Jennie R.F.
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---
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:::info
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**Ontario Adaptation**
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This section covers Ontario-specific tax credits, funding pathways, and structural advantages for cooperative game studios. For the full deep dive, see the [Ontario Funding Landscape](/doc/eba4ff2c-fe24-43dd-be92-bacaffb6e308)article.
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:::
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## OIDMTC at 40% for self-published games
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The Ontario Interactive Digital Media Tax Credit is the single biggest financial incentive for Ontario game studios. It's a refundable tax credit – you get money back even if you owe no tax. For studios that develop and self-publish their own games, the credit is 40% of eligible Ontario labour expenditures, with no annual cap. Fee-for-service work (contract development for other studios) earns 35%.
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If you want to take advantage of this generous credit, you must incorporate as for-profit. A non-profit co-op is likely considered tax-exempt, which disqualifies it from the OIDMTC entirely. Every program in this section requires for-profit incorporation.
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One caveat: No explicit guidance on cooperative corporations appears in the OIDMTC guidelines. A for-profit co-op filing T2 returns should qualify, but get written confirmation from Ontario Creates before your first application. And write them well in advance, it can take weeks to receive a reply.
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## The 80/25 rule and why members must be on payroll
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To claim the OIDMTC, 80% of development labour must be performed in Ontario and 25% must be paid as wages to employees (NOT contractors) of the claiming corporation. Worker-members must be on payroll receiving T4 slips. If your co-op treats its members as independent contractors, you fail the 25% employee test and lose the credit entirely.
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This ties back to the compensation models you just discussed. However you structure wages and surplus distribution, the payroll foundation is non-negotiable if you want the tax credit.
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The CRA is also increasing enforcement on worker misclassification generally. They're actively auditing corporations where the incorporated person would otherwise be classified as an employee. In a worker co-op with multiple members on payroll, this risk is lower than for a one-person corp, but the principle holds: Members work on payroll, not on invoices. You cannot contract to your own co-op.
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## Patronage dividend deduction
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This is where the co-op structure has a real advantage. Under Section 135 of the federal Income Tax Act, co-ops can deduct patronage dividends paid to members from taxable income. For a worker co-op that distributes its surplus based on hours worked, this can reduce corporate-level taxation to near zero.
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Members report the patronage dividends as personal income, so the money still gets taxed – just at your personal rate instead of the corporate rate *plus* your personal rate, avoiding double-taxation.
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Combined with the Ontario Small Business Deduction (which brings the combined federal-provincial rate to roughly 12.2% on the first $500K of active business income as of 2025 – dropping to about 11.2% by 2027 as Ontario cuts its small business rate), and then further reduced by patronage dividend deductions, the effective tax burden on a well-structured co-op game studio can be *very low!*
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## Two things worth knowing early
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Pick a fiscal year end that isn't December 31. August 31 works well for studios. CRA gives you six months after your year end to file the T2 return. (You still owe any tax at two months–the six-month window is for the paperwork.) An August year end puts your corporate filing deadline in February, right when you're preparing personal taxes for the April 30 deadline. That overlap lets you plan across both returns, which helps when you're deciding how much to distribute as patronage dividends vs. retain in the co-op.
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If you receive a one-year grant partway through your fiscal year, the portion covering work in the next fiscal year can be recognized as income in that year under accrual accounting. This requires proper documentation. Keep the grant agreement and track expenses against the grant period carefully. CRA is increasingly cross-referencing T4A slips against HST filings, so avoid sloppy recordkeeping here.
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## Ontario Creates funding pathway
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The practical path for a new co-op studio:
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#### 1. Futures Forward ($20K, entry point)
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Non-repayable grant, up to 75% of eligible costs. Designed for studios where key people have fewer than three years of professional interactive digital media experience. You must complete approved training first, delivered through Interactive Ontario, Hand Eye Society, or other partners. Futures Forward requires "a for-profit company" and excludes non-profits. Confirm your eligibility well in advance with Ontario Creates.
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#### 2. IP Fund Pre-Production ($15K-$50K)
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Next step after you have a prototype. Requires at least one person with 3+ years IDM experience, 51%+ copyright ownership, and 75%+ Ontario spend.
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#### 3. IP Fund Production ($50K-$500K)
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Main production funding. Acts as "last-in" funder, meaning all other financing must be committed at time of application.
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Studios should claim the OIDMTC throughout this entire pathway.
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## CWCF supports
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Technical Assistance Grants (up to $4K): Covers hiring co-op developers, lawyers, and consultants during the startup phase. Requires CWCF membership ($250/year for small worker co-ops).
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Tenacity Works Fund ($15K-$50K): Five-year term loans for worker co-ops that need startup or growth financing. Requires minimum $1,000 per-member capital contribution.
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Common Good Capital: Through CWCF membership, workers can place co-op shares into Self-Directed RRSPs or TFSAs, creating a personal tax advantage while capitalizing the co-op.
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142
content/wiki/cooperative-foundations--s6-tax-credits-funding.md
Normal file
142
content/wiki/cooperative-foundations--s6-tax-credits-funding.md
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@ -0,0 +1,142 @@
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---
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title: 'S6: Tax Credits & Funding'
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collection: Cooperative Foundations
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path: 'Cooperative Foundations/Hub Adaptations/Ontario/S6: Tax Credits & Funding'
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parentDocument: Ontario
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outlineId: 32d7ced9-87f3-458a-a9bb-9f4c06bcff98
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createdBy: Jennie R.F.
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---
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:::info
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This section covers Ontario-specific tax credits, funding pathways, and structural advantages for cooperative game studios.
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:::
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## OIDMTC at 40% for self-published games
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The Ontario Interactive Digital Media Tax Credit (OIDMTC - and if you must say it out loud, try: `OY-duhm-tick`) is the single biggest financial incentive for Ontario game studios. It's a refundable tax credit, meaning you get money back even if you owe no tax. For studios that develop and self-publish their own games, the credit is 40% of eligible Ontario labour expenditures, with no annual cap. Fee-for-service work (contract development for other studios) earns 35%. On top of the labour credit, the non-specified (self-published) stream lets you claim up to $100,000 in marketing and distribution expenses per product, which the other streams don't allow.
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A few timing things that change behaviour:
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* You have 18 months from the end of the tax year in which a product was completed to file the OIDMTC application. Miss the window and the credit is gone! Do not miss the window!
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* If your studio has been quietly developing without claiming, check whether any completed products are still inside that 18-month window. T2 returns are generally open to refund adjustments for three years, but don't count on it. The OIDMTC deadline is its own thing and strictly enforced.
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* The credit is administered through Ontario Creates (which issues the certificate) and CRA (which processes the credit on Schedule 560 of your T2). Ontario Creates charges an administration fee of 0.15% of eligible expenditures, subject to a minimum and maximum.
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If you want to take advantage of this credit, you need to incorporate as for-profit. A non-profit co-op could be considered tax-exempt, which would disqualify it from the OIDMTC entirely. Every program in this section requires for-profit incorporation.
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One caveat: no explicit guidance on co-operative corporations appears in the OIDMTC guidelines. A for-profit co-op filing T2 returns should qualify, but get written confirmation from Ontario Creates before your first application. Write them well in advance, replies can take weeks.
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## The 80/25 rule and why members must be on payroll
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To claim the OIDMTC, at least 80% of total development labour must be Ontario labour (paid to employees, or to certain Ontario individual contractors and sole proprietors without employees of their own), and at least 25% of total development labour must be wages paid to employees of the claiming corporation. Worker-members must be on payroll receiving T4 slips.
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If your co-op treats its members as independent contractors, you fail the 25% employee test and lose the credit entirely.
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This ties back to the compensation models you just discussed. However you structure wages and surplus distribution, the payroll foundation is non-negotiable if you want the tax credit.
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According to our accountant, the CRA is also increasing enforcement on worker misclassification generally. They're actively auditing corporations where the incorporated person would otherwise be classified as an employee. In a worker co-op with multiple members on payroll, this risk is lower than for a one-person corp, but the principle holds. *Members work on payroll, not on invoices.* You cannot contract to your own co-op.
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## Stack OIDMTC with SR&ED (and OITC)
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OIDMTC isn't the only credit open to you. If any of your development involves real "technological uncertainty" (custom tools, techniques without known solutions, novel pipelines), that work can be claimed under the federal SR&ED program for a 35% refundable credit at the CCPC enhanced rate, plus another 8% refundable credit through the Ontario Innovation Tax Credit (OITC) on the same SR&ED expenditures. You can claim OIDMTC and SR&ED in the same year, but you can't double-count the same dollars. Any OIDMTC you receive counts as government assistance and reduces the SR&ED expenditure base, and labour you've already claimed under SR&ED can't also be claimed under OIDMTC. The practical move is to allocate experimental R&D to SR&ED and regular game production to OIDMTC, and to keep the timesheets clean enough that your accountant can tell which is which.
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The full breakdown, including IRAP, CMF Experimental Stream, and a worked stacking example, is in the [Ontario Funding Landscape](https://wiki.ghostguild.org/doc/eba4ff2c-fe24-43dd-be92-bacaffb6e308) article. Get this 💰.
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## Patronage dividend deduction
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Co-ops have a real advantage here. Under Section 135 of the federal Income Tax Act, co-ops can deduct patronage dividends paid to members from taxable income. For a worker co-op that distributes its surplus based on hours worked, this can reduce corporate-level taxation substantially.
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Members report the patronage dividends as personal income, so the money still gets taxed, just at the personal rate instead of the corporate rate plus the personal rate. Wrinkle: Patronage dividends are reported on a T4A, and the co-op may be required to withhold 15% under Part XII of the ITA on amounts above $100 per member per year. *Talk to a co-op-literate accountant before your first allocation* so the withholding doesn't surprise you.
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Patronage dividends stack on top of the federal small business deduction and the Ontario small business deduction, both of which a worker co-op should generally qualify for as a Canadian-controlled private corporation (CCPC). The combined effective rate on the first slice of active business income is low to begin with, and patronage dividends can bring the corporate-level tax further down. Specific rates move year to year, so check current numbers with your accountant.
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Note that the patronage dividend deduction is a federal mechanism, not an Ontario one. There are no Ontario-specific tax exemptions exclusively for co-ops. What Ontario adds on top is the OIDMTC and the general business environment.
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## Two things worth knowing early
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Another couple of tips from our accountant:
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* Pick a fiscal year end that isn't December 31. August 31 works well for studios. As a CCPC claiming the small business deduction, you get three months after your year end to pay any corporate tax owing, and six months to file the T2 return. An August year end puts your filing deadline in February, right when you're preparing personal taxes for the April 30 deadline. That overlap lets you plan across both returns, which helps when you're deciding how much to distribute as patronage dividends vs. retain in the co-op.
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* If you receive a one-year grant partway through your fiscal year, the portion covering work in the next fiscal year can be recognized as income in that year under accrual accounting. Keep the grant agreement on file and track expenses against the grant period carefully. CRA increasingly cross-checks information returns like T4 and T4A slips against income and sales-tax filings, so keep your grant, payroll, and HST reporting consistent with each other.
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## Two more things to set up
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* **WSIB.** Once worker-members are on payroll, most Ontario studios are required to register with WSIB (within 10 days of hiring the first worker, in theory). Executive officers (president, secretary, treasurer) aren't automatically covered outside the construction industry, but they can opt into coverage through WSIB's optional insurance. This is the most commonly forgotten piece of the payroll setup.
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* **HST.** You have to register for HST once you exceed $30,000 in taxable supplies in a single calendar quarter OR over four consecutive calendar quarters, and you have 29 days after crossing the threshold to register. Below $30K you can register voluntarily, which lets you claim input tax credits on your expenses. Most studios benefit from registering early.
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---
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## Ontario Creates funding pathway
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The practical path for a new co-op studio:
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||||
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||||
### 1. Futures Forward ($20K, entry point)
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||||
|
||||
Non-repayable grant, up to 75% of eligible costs. Designed for studios where key people have fewer than three years of professional interactive digital media experience. You must complete approved training first, delivered through Interactive Ontario, Hand Eye Society, or other partners. Futures Forward requires "a for-profit company" and excludes non-profits. Confirm your eligibility well in advance with Ontario Creates.
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👇🏻
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### 2. IP Fund Pre-Production ($15K-$50K)
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Next step after you have a prototype. Requires at least one person with 3+ years IDM experience, 51%+ copyright ownership, and 75%+ Ontario spend.
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👇🏻
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### 3. IP Fund Production ($50K-$500K)
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Main production funding. Acts as "last-in" funder, meaning all other financing must be committed at time of application.
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*You should claim the OIDMTC throughout this entire pathway.*
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## CWCF supports
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|
||||
* Technical Assistance Grants (up to $4K): covers hiring co-op developers, lawyers, and consultants during the startup phase. Requires CWCF membership.
|
||||
* Tenacity Works Fund: term loans for worker co-ops that need startup or growth financing. Verify current loan limits and member capital contribution requirements directly with CWCF before planning around them.
|
||||
* Common Good Capital: through CWCF, members may be able to hold qualifying co-op shares inside a self-directed RRSP or TFSA, which creates a personal tax advantage while capitalizing the co-op. The mechanics depend on the shares meeting qualified investment rules and on using a self-directed plan trustee that will accept them, so it's less push-button than it sounds. Worth a conversation with CWCF early if you want to use it.
|
||||
|
||||
## Bank with a credit union
|
||||
|
||||
The big banks tend to get confused by co-op share structures. FirstOntario's CreativeArts division, Alterna Savings, Meridian, and DUCA are the usual suggestions. Setting this up takes longer than a regular business account, so start before you need it.
|
||||
|
||||
|
||||
---
|
||||
|
||||
## Resources
|
||||
|
||||
**OIDMTC, SR&ED, and related tax credits**
|
||||
|
||||
* [Ontario Interactive Digital Media Tax Credit (Ontario Creates)](https://www.ontariocreates.ca/tax-incentives/oidmtc) - program overview, rates, 80/25 rule, marketing cap
|
||||
* [Ontario Interactive Digital Media Tax Credit (CRA)](https://www.canada.ca/en/revenue-agency/services/tax/businesses/topics/corporations/provincial-territorial-corporation-tax/ontario-provincial-corporation-tax/ontario-refundable-media-tax-credits/ontario-interactive-digital-media-tax-credit.html) - federal administration of the provincial credit
|
||||
* [OIDMTC 80/25 rule and application deadline (Ontario Creates deck)](https://www.ontariocreates.ca/uploads/Tax_Credits/ENG/OIDMTC/Interactive-Ontario-93-Specified-non-Specified-OIDMTC-Presentation.pdf)
|
||||
* [T2 Schedule 560 - Ontario Interactive Digital Media Tax Credit](https://www.cchwebsites.com/content/pdf/tax_forms/ca/en/t2sch560.pdf)
|
||||
* [SR&ED tax incentives (CRA overview)](https://www.canada.ca/en/revenue-agency/services/scientific-research-experimental-development-tax-incentive-program.html)
|
||||
* [Ontario Innovation Tax Credit (CRA)](https://www.canada.ca/en/revenue-agency/services/tax/businesses/topics/corporations/provincial-territorial-corporation-tax/ontario-provincial-corporation-tax/ontario-innovation-tax-credit.html)
|
||||
* [Ontario Small Business Deduction (CRA)](https://www.canada.ca/en/revenue-agency/services/tax/businesses/topics/corporations/provincial-territorial-corporation-tax/ontario-provincial-corporation-tax/ontario-small-business-deduction.html)
|
||||
|
||||
|
||||
**Patronage dividends and co-op taxation**
|
||||
|
||||
* [Income Tax Act - Section 135 (Patronage Dividends)](https://laws-lois.justice.gc.ca/eng/acts/I-3.3/section-135.html)
|
||||
* [CRA: Patronage allowances (withholding and T4A reporting)](https://www.canada.ca/en/revenue-agency/services/tax/businesses/topics/payroll/payroll-deductions-contributions/special-payments/patronage-allowances.html)
|
||||
|
||||
|
||||
**Corporate deadlines and payroll obligations**
|
||||
|
||||
* [When to file your corporation income tax return (CRA)](https://www.canada.ca/en/revenue-agency/services/tax/businesses/topics/corporations/corporation-income-tax-return/when-file-your-corporation-income-tax-return.html)
|
||||
* [Balance-due day and corporate tax payment deadlines (CRA)](https://www.canada.ca/en/revenue-agency/services/tax/businesses/topics/corporations/corporation-payments/paying-your-balance-corporation-income-tax.html)
|
||||
* [WSIB: how to register your business](https://www.wsib.ca/en/businesses/registration-and-coverage/how-register-your-business)
|
||||
* [WSIB: optional insurance for executive officers](https://www.wsib.ca/en/operational-policy-manual/optional-insurance)
|
||||
* [Employer Health Tax - tax exemption details](https://www.ontario.ca/document/employer-health-tax-eht/tax-exemption)
|
||||
|
||||
|
||||
**Ontario Creates funding programs**
|
||||
|
||||
* [Futures Forward (IP Fund)](https://www.ontariocreates.ca/our-sectors/interactive/interactive-digital-media-fund/ontario-creates-idm-fund-futures)
|
||||
* [IP Fund - Interactive Content guidelines (Pre-Production & Production)](https://www.ontariocreates.ca/uploads/Industry_Initiatives/ENG/Content-and-Marketing/IP-Fund/IP-Fund-Interactive-Guidelines-EN.pdf)
|
||||
|
||||
|
||||
**CWCF and co-op finance tools**
|
||||
|
||||
* [CWCF Technical Assistance Grants](https://canadianworker.coop/technical-assistance-grants/)
|
||||
* [Tenacity Works Fund](https://canadianworker.coop/funding/tenacity-works-fund/)
|
||||
* [Common Good Capital - RRSP/TFSA program](https://canadianworker.coop/rrsp-program-overview/)
|
||||
|
|
@ -1,81 +1,135 @@
|
|||
---
|
||||
title: 'S8: Incorporation & Pathways'
|
||||
collection: Cooperative Foundations
|
||||
path: >-
|
||||
Cooperative Foundations/Hub Adaptations/Central (Ontario)/S8: Incorporation &
|
||||
Pathways
|
||||
parentDocument: Central (Ontario)
|
||||
path: 'Cooperative Foundations/Hub Adaptations/Ontario/S8: Incorporation & Pathways'
|
||||
parentDocument: Ontario
|
||||
outlineId: b84e47d5-acb3-4403-ba6e-b625f5bafcc7
|
||||
createdBy: Jennie R.F.
|
||||
---
|
||||
---
|
||||
|
||||
|
||||
:::info
|
||||
**Ontario Adaptation**
|
||||
|
||||
This section covers the Ontario-specific incorporation process, costs, and readiness assessment. It r*eplaces* the generic incorporation overview in [Session 8: Self-Evaluation and Pathways](/doc/8c4f622c-661b-4e40-bb59-446b8b37cf4b).
|
||||
This section covers the Ontario-specific incorporation process, costs, and readiness assessment. It *replaces* the incorporation overview in Session 8: Self-Evaluation and Pathways.
|
||||
|
||||
|
||||
Before reading the rest of this page, take a look at the [Incorporation Readiness Checklist](/doc/6d9f1171-00bd-428d-aec9-8e448c8caa2d). If most of the boxes aren't yes yet, the steps below are going to feel premature!
|
||||
|
||||
:::
|
||||
|
||||
## For-profit vs. non-profit co-op
|
||||
|
||||
## For-profit vs. non-profit co-op: this decision is critical!
|
||||
This is your most consequential structural choice. A for-profit co-op incorporated under the Co-operative Corporations Act (CCA) is eligible for the OIDMTC (40% refundable tax credit on Ontario labour), Ontario Creates funding, and can deduct patronage dividends from taxable income. *A non-profit co-op cannot access any of these.*
|
||||
|
||||
This is the most consequential structural choice. A for-profit co-op incorporated under the Co-operative Corporations Act is eligible for the OIDMTC (40% refundable tax credit on Ontario labour), Ontario Creates funding, and can deduct patronage dividends from taxable income. A non-profit co-op cannot access any of these.
|
||||
For-profit does not mean "profit-driven." It means the legal structure permits distributing surplus to members. A worker co-op that distributes surplus based on hours worked is for-profit in legal terms while operating cooperatively in practice. For game studios that want to access Ontario's incentives, for-profit is the only viable path.
|
||||
|
||||
Remember: For-profit does not mean "profit-driven." It means the legal structure permits distributing surplus to members. A worker co-op that distributes surplus based on hours worked is for-profit in legal terms while operating cooperatively in practice. For game studios that want to access Ontario's incentives, for-profit is the only viable path.
|
||||
|
||||
Incorporation is not hard or expensive, which makes it **tempting to rush** and treat as a milestone before the real work is done
|
||||
Incorporation is not hard or expensive, which makes it tempting to rush and treat it as a milestone before the real work is done. You may not be ready yet. That's okay, you don't have to be!
|
||||
|
||||
## Practical incorporation details
|
||||
|
||||
Filing fee: $335 for a co-op with share capital (Form 1), $155 without share capital (Form 2).
|
||||
* You'll need to file Articles of incorporation (Form 1 if you have share capital, Form 2 if you don't), a cover letter, and an Ontario NUANS name search report. You send two signed copies of the articles and the fee.
|
||||
* If you're reading this page because you want to access OIDMTC and Ontario Creates funding, *you're almost certainly filing Form 1 with share capital* and paying the $335 fee. A for-profit worker co-op is generally incorporated with share capital because that's how members buy in. Form 2 (without share capital, $155) is mostly used by non-profit co-ops.
|
||||
|
||||
Submission: mail or email only. There is no online filing option for co-ops in Ontario. This is the single biggest process difference from incorporating a standard business corporation, which can be done online in minutes.
|
||||
|
||||
Processing time: approximately 35 business days (about seven calendar weeks). If the Ministry finds errors, corrections add time.
|
||||
:::warning
|
||||
Picking Form 2 to save $180 would lock you out of OIDMTC, Ontario Creates funding, etc. For a studio that wants to access Ontario's incentives: Form 1, $335, in almost every case this page applies to.
|
||||
|
||||
Minimum incorporators: Three for a worker co-op. Five for a multi-stakeholder co-op.
|
||||
:::
|
||||
|
||||
Name requirements: must include "Co-operative" or "Co-op" and end with Inc., Corp., or Ltd. No numbered names. NUANS name search report required ($20-75, valid 90 days).
|
||||
* Submission is by snail mail or email only. There's no online filing option for co-ops in Ontario. This is an unfortunate process difference from a standard business corporation, which can be done online in minutes.
|
||||
* The co-op review is manual and slow compared to a regular OBCA filing. Budget several weeks and confirm current turnaround with the ministry or your co-op developer before you plan around a specific date. If the Ministry finds errors, corrections add more time.
|
||||
* You MUST have three incorporators for a worker co-op. A multi-stakeholder co-op has a higher minimum; confirm the current number against the CCA before you plan your membership structure.
|
||||
* Your name must include "Co-operative" or "Co-op" and end with Inc., Corp., or Ltd. No numbered names. NUANS name search report required ($20-75, valid for 90 days).
|
||||
|
||||
## Incorporation: keep it flexible
|
||||
## Keep the articles flexible
|
||||
|
||||
Incorporation is not hard or expensive, which makes it tempting to rush and treat as a milestone before the real work is done. You may not be ready yet – that's okay!
|
||||
|
||||
Over-specifying the objects of the corporation or the share structure is usually counterproductive. Flexibility serves the co-op better as the business evolves. The Cooperative Corporations Act (Ontario's in particular) already covers a lot of ground; the articles of incorporation are secondary in legal precedence, so you don't need to replicate what the Act already handles.
|
||||
A tip from longtime Canadian co-op developer Russ Christianson: Over-specifying the objects of the corporation or the share structure is usually counterproductive. Flexibility serves the co-op better as the business evolves. The CCA already covers a lot of ground, and the articles of incorporation sit below the Act in legal precedence, so you don't need to replicate what the Act already handles.
|
||||
|
||||
|
||||
:::tip
|
||||
Bylaws are important, but *not the **most** important* thing. Don't fixate on bylaws to avoid the harder work of building sustainability.
|
||||
Bylaws are important, but not the *most* important thing. Don't fixate on bylaws to avoid the harder work of building sustainability.
|
||||
|
||||
:::
|
||||
|
||||
## Asset transfer at incorporation
|
||||
|
||||
If you've been operating as a sole proprietorship and buying equipment, you can do a one-time asset transfer into the new corporation at no cost - it's not a sale. But once the corporation exists, the CRA treats the two as separate entities. Plan the timing.
|
||||
If you've been operating as a sole proprietorship and you've picked up equipment, software licenses, or other assets along the way, you can usually roll those into the new corporation on a tax-deferred basis using the section 85 rollover under the federal Income Tax Act. Sadly, it's not a free-for-all. You and the corporation have to file a joint election (form T2057), the consideration and elected amounts have to meet specific rules, and getting it wrong can trigger an unintended disposition at fair market value.
|
||||
|
||||
This is an accountant job. Do it once, do it properly, and do it with the timing planned around your incorporation date. Once the corporation exists, CRA treats the two as separate entities, so the window for the rollover closes quickly.
|
||||
|
||||
|
||||
:::warning
|
||||
Don't DIY the section 85 rollover. Getting it wrong can trigger an unintended disposition at fair market value and a surprise tax bill. Find an accountant who has done one before.
|
||||
|
||||
:::
|
||||
|
||||
## What happens after you file (the part nobody warns you about)
|
||||
|
||||
Incorporation is the starting line. The certificate of incorporation shows up in your inbox and then a bunch of things need to happen in a specific order:
|
||||
|
||||
### Organizational meeting of first directors
|
||||
|
||||
The people named as first directors in your articles have to hold a first meeting (or pass written resolutions in lieu) to enact the bylaws, issue initial member shares, appoint officers, authorize a bank account, and pass any other resolutions you need to actually operate. Your co-op developer or lawyer will usually prep the resolution package.
|
||||
|
||||
### Issue initial member shares
|
||||
|
||||
Each founding member typically buys a small number of common shares at a nominal price. This is where your bylaws around membership become reality.
|
||||
|
||||
### Initial return to the ministry
|
||||
|
||||
Ontario requires an initial return after incorporation. Your first annual return to FSRA follows on the annual cycle after that. Put both on the calendar!
|
||||
|
||||
### CRA registrations
|
||||
|
||||
Once the corporation exists, you'll need a Business Number, a corporate income tax (RC) account, a payroll (RP) account once anyone is on payroll, and likely an HST (RT) account (mandatory once you pass $30K in revenue over four consecutive quarters, voluntary before that). WSIB registration kicks in the moment worker-members are on payroll.
|
||||
|
||||
### Bank account
|
||||
|
||||
Take your certificate, your articles, your bylaws, and your director/officer resolutions to a credit union. See below.
|
||||
|
||||
This post-incorporation slog is where studios stall because they assumed the hard part was filing the articles.
|
||||
|
||||
## Time your incorporation around OIDMTC
|
||||
|
||||
OIDMTC eligible labour expenditures only count from incorporation onward. If you've been developing pre-incorporation (sole prop, informal collaboration, volunteer hours), those labour hours don't feed into the credit no matter how much work went in. For studios with a real product in motion, this means the incorporation date is also a tax credit planning decision. Don't drag it out past the point where ongoing labour is being lost to the window.
|
||||
|
||||
But don't incorporate before you're ready on governance and membership just to start the OIDMTC clock, because the cost of an incorporation you're not ready to operate is higher than the credit on a few months of labour. Talk it through with a co-op developer before you pick the date.
|
||||
|
||||
|
||||
:::tip
|
||||
Incorporation date is a tax planning decision AND a governance one. Once you're ready on governance and membership and actively putting labour into a game, every month you wait is OIDMTC labour you can't claim later.
|
||||
|
||||
:::
|
||||
|
||||
## Realistic legal budget: $2K-$5K for customized bylaws
|
||||
|
||||
Government fees are the cheap part. The real cost is professional help with articles and bylaws. Co-op bylaws are more complex than standard corporate bylaws because they need to cover membership processes, patronage dividend formulas, decision-making procedures, share class restrictions, and dissolution provisions.
|
||||
Government fees are the cheap part. The real cost is professional help with articles and bylaws. Co-op bylaws are more involved than standard corporate bylaws because they need to cover membership processes, patronage dividend formulas, decision-making procedures, share class restrictions, and dissolution provisions.
|
||||
|
||||
The CWCF Technical Assistance Grant (up to $4,000) can cover most or all of the legal and co-op development costs. This is the single most important funding tool for the incorporation phase. Get a co-op developer through CoopZone first to design your governance structure, then engage a lawyer to draft the legal documents.
|
||||
|
||||
:::tip
|
||||
The CWCF Technical Assistance Grant (up to $4,000) can cover most or all of the legal and co-op development costs. This is an incredible funding tool for the incorporation phase – go after it!
|
||||
|
||||
:::
|
||||
|
||||
Get a co-op developer through CoopZone first to design your governance structure, then engage a lawyer to draft the legal documents. Developer first, lawyer second. Doing it the other way around usually means paying a lawyer by the hour to ask questions a co-op developer would have asked for free.
|
||||
|
||||
## Banking: credit unions over major banks
|
||||
|
||||
Alterna Savings, Meridian, and DUCA understand co-op share structures. Major banks often don't. Opening a business account at a major bank with a co-op can involve explaining your share structure to people who have never seen one, delays, and sometimes outright refusal. Credit unions are structurally familiar with the model.
|
||||
Alterna Savings, Meridian, DUCA, and FirstOntario's CreativeArts division understand co-op share structures. Major banks often don't. Opening a business account at a major bank with a co-op can involve explaining your share structure to people who have never seen one, delays, and sometimes outright refusal. Credit unions are structurally familiar with the model. Budget more time than you think for account opening regardless of where you go.
|
||||
|
||||
## Post-program connections
|
||||
|
||||
* Ontario Co-operative Association (OCA): provincial co-op support, bylaw templates, NUANS service, education, and advocacy. Their Guide to the Co-operative Corporations Act ($50) is a fantastic reference.
|
||||
* Canadian Worker Co-operative Federation (CWCF): Technical Assistance Grants ($4K), Tenacity Works loans ($15K-$50K), Worker Co-op Academy, Common Good Capital, and the national worker co-op network.
|
||||
* Ghost Guild: Baby Ghosts' membership community. Workshops, resources, peer connections, and the community slack
|
||||
* CoopZone: directory of approximately 40 professional co-op developers across Canada. Get a co-op developer before you get a lawyer.
|
||||
* [Ontario Co-operative Association (OCA)](https://www.ontario.coop/): Our provincial co-op support, bylaw templates, NUANS service (this is cool!), education, and advocacy. They publish a [Guide to the Co-operative Corporations Act](https://www.ontario.coop/product-page/guide-to-the-act) ($50).
|
||||
* [Canadian Worker Co-operative Federation (CWCF)](https://canadianworker.coop/): Technical Assistance Grants (up to $4K), Tenacity Works loan fund, Worker Co-op Academy, Common Good Capital, and the national worker co-op network.
|
||||
* [Ghost Guild](https://ghostguild.org/coming-soon): Baby Ghosts' membership community. Workshops, resources, peer connections, and the community Slack. (Launching May 2026!)
|
||||
* [CoopZone](https://coopzone.org/): directory of 40+ professional co-op developers across Canada. Get a co-op developer before you get a lawyer!
|
||||
|
||||
\
|
||||
|
||||
|
||||
:::info
|
||||
**See** [Incorporation Readiness Checklist](/doc/6d9f1171-00bd-428d-aec9-8e448c8caa2d)
|
||||
Next step: run through the [Incorporation Readiness Checklist](/doc/6d9f1171-00bd-428d-aec9-8e448c8caa2d) with your studio before you engage a developer. The more honest your answers, the less expensive the rest of this gets.
|
||||
|
||||
:::
|
||||
|
||||
|
||||
\
|
||||
|
|
|
|||
|
|
@ -6,7 +6,4 @@ parentDocument: null
|
|||
outlineId: 27d69e39-4bc3-4122-8d5f-83ecca10b1ce
|
||||
createdBy: Jennie R.F.
|
||||
---
|
||||
:::info
|
||||
This overview should describe how the content should be used by presenters.
|
||||
|
||||
:::
|
||||
|
|
|
|||
|
|
@ -0,0 +1,164 @@
|
|||
---
|
||||
title: Compensation Models When You Have No Money
|
||||
collection: The Money Question
|
||||
path: The Money Question/Compensation Models When You Have No Money
|
||||
parentDocument: null
|
||||
outlineId: 897d5d63-96ba-46ae-9664-ce6e6d1946d1
|
||||
createdBy: Jennie R.F.
|
||||
---
|
||||
Money is hard. Money has traumatized many of us. But of all the conversations a new studio needs to have, this one – the one that usually gets put off – is most necessary.
|
||||
|
||||
When there isn't any, that conversation can feel pointless, or like you're just pretending to be a business while everyone quietly wonders how long they can keep volunteering.
|
||||
|
||||
But money shows up eventually. You'll get a grant or a contract; you'll sell a copy (or 1,000 copies!) of your game, and suddenly you'll need a plan you haven't made. Everyone will be anxious about who gets what. You'll wonder why you didn't just talk about it sooner!
|
||||
|
||||
The game industry's defaults for this situation are work for free and hope, let whoever has savings bankroll everyone else, promise people "equity" without defining what that means, or founders take the money and run.
|
||||
|
||||
These are extractive patterns we're all trying to avoid.
|
||||
|
||||
Here's the cooperative alternative. Sit down together and make decisions about how money will flow. Don't obsess over a perfect system; all you need is a basic agreement and a plan to revisit it as things change. The model you come up with today is just a starting point.
|
||||
|
||||
## Before you pick a model, know your numbers
|
||||
|
||||
Before you can decide what's fair, you need to know what's real.
|
||||
|
||||
Each member should answer two questions – privately first, then with the team (as much as they are comfortable):
|
||||
|
||||
#### 1. What do I need to survive every month?
|
||||
|
||||
Think about: Rent, food, healthcare, childcare, medication, debt payments. You're not trying to come up with your ideal salary – just the baseline that you *need* to keep going.
|
||||
|
||||
#### 2. What can I give?
|
||||
|
||||
How many hours per week can you *realistically* put toward the studio? Can you put in any cash or equipment? Any clients or skills that could bring in contract revenue? Be *brutally honest* about your capacity. Overcommitting hurts everyone eventually.
|
||||
|
||||
Then, as a studio, map out the bigger picture:
|
||||
|
||||
* What money exists or is (definitely) on the way?
|
||||
* What are your expenses?
|
||||
* What's your runway? (How many months can you operate before you're at zero?)
|
||||
|
||||
This can be a tough conversation. Disclosing financial precarity is a very vulnerable thing to do. But studios that have this conversation early – even imperfectly or uncomfortably – build a foundation of trust that supports them through much harder decisions later.
|
||||
|
||||
(If you're in the Cooperative Foundations program, this connects directly to "The Talk" and the open-book practices in Session 6. The [Budget Builder at coop.love](https://coop.love/) walks you through the mechanics.)
|
||||
|
||||
## Starting from zero
|
||||
|
||||
We're going to briefly walk through five compensation models. Don't just pick one and think you're set. Most studios will shift through them as finances, team composition, or other circumstances change.
|
||||
|
||||
These aren't the only possible configurations. Your studio might invent something entirely different – in which case you should tell us about it!
|
||||
|
||||
The main thing is to *choose together* and write it down.
|
||||
|
||||
### Equal pay
|
||||
|
||||
With equal pay, everyone gets the same share of everything that comes in. So if there are three of you and you get paid for a $3,000 contract, you each get $1,000. It's simple, transparent, and nobody has to justify their worth relative to anyone else.
|
||||
|
||||
This works well early on when everyone is putting in roughly the same effort and the amounts are small. But contributions generally don't stay equal for long, and it's hard to predict how they might change. For example, one person might end up doing more admin, or someone might get a day job and have only evenings to work with the studio.
|
||||
|
||||
When the gap between what people are putting in and what they're getting out gets wide enough, equal pay starts feeling unfair to everyone. If you start here, agree in advance on when you'll check in about whether it's still working.
|
||||
|
||||
### Hours-based
|
||||
|
||||
Hours-based compensation pays everyone the same hourly rate, but proportional to the number of hours they actually work. Someone putting in 30 hours a month gets three times what someone putting in 10 hours does. It naturally accommodates members with day jobs, caregiving responsibilities, disability flares, or otherwise unpredictable capacity.
|
||||
|
||||
But there's a snag – hours can become a proxy for value. Ten hours of experienced art direction aren't \[back and forth if isn't would work here\] less valuable than thirty hours of playtesting, but an hours-based model treats them that way. If your team is made up of a mix of both very experienced and new developers, or those with lots of free time and those with little, this can create a subtle hierarchy that conflicts with the cooperative structure you're building. It also requires honest, consistent time tracking, which some people find stressful or surveillance-like.
|
||||
|
||||
### Needs-based
|
||||
|
||||
With needs-based compensation, each member's share is weighted by their actual financial situation. So, someone whose rent depends on studio income takes a larger portion, and someone with a partner's salary or family support takes less. The principle at play is *equity*. It means everyone gets what they need to keep going, not everyone gets the same number.
|
||||
|
||||
This requires real vulnerability and trust. Members need to feel comfortable sharing enough about their financial lives for the group to make informed decisions. But people – particularly marginalized people – often minimize their own needs. People who've internalized the idea that their needs are too much, or who don't want to be seen as a burden, may not report their needs accurately. A needs-based model only works if you actively check in on this.
|
||||
|
||||
### Deferred / sweat equity
|
||||
|
||||
Putting off everyone's pay is an option. With deferred compensation, every member tracks their hours at an agreed rate, and the co-op records what it owes. When revenue arrives, the accumulated debt gets paid down according to an order you've already agreed on.
|
||||
|
||||
This is most pre-revenue studios, frankly. It can go very poorly, or you can make an explicit plan and document carefully. What to discuss: What rate are hours tracked at? Is there a cap on deferred hours per month/quarter? What's the repayment order when money arrives? What happens to someone's balance if they leave? Make space for everyone's concerns and questions.
|
||||
|
||||
It's a bit dangerous no matter how you slice it. Deferred compensation is a promise, and promises without timelines can break down trust within your team. There is no clear moment when the promise has been broken.
|
||||
|
||||
If revenue never materializes, people sitting on large deferred balances will feel (reasonably!) that they've been taken advantage of. One mitigation is to define a sunset period: If the balance isn't repaid within a certain number of months, the obligation expires. This gives the team member an off-ramp if they're not comfortable continuing work without a clear idea of when they'll get paid. It's a painful conversation to have up front, but a much worse one to have after *years* of unpaid work.
|
||||
|
||||
Another way to look at early creative labour is as investment rather than wages. The people putting in unpaid hours are taking on risk and earning a stake in something that might (or might not) pay off. In practice, this could look like a persistent share for early uncompensated contributors – like a music royalty, where the people who created something get a small percentage of its revenue years after the work is done.
|
||||
|
||||
Be honest with yourselves about power dynamics if you choose this path. If one member can afford to defer indefinitely and another can't, the person who can't is subsidizing the person who can.
|
||||
|
||||
### Hybrid
|
||||
|
||||
Many – if not most – of the studios we work with end up with a hybrid model.
|
||||
|
||||
For example: Grant money gets allocated needs-based, prioritizing members who depend on studio income; contract revenue splits proportional to hours worked on that contract; and game revenue follows a different formula that accounts for both early contributions and ongoing work.
|
||||
|
||||
This is a complex system to manage and maintain. Hybrid models are the most realistic but also the hardest to track and keep fair. Arrangements creep and morph until nobody can remember the actual deal. If you go hybrid, *write down every component*. Any member should be able to look at the agreement and understand exactly what they'll receive under any revenue scenario.
|
||||
|
||||
Pick whatever model is *good enough for now, safe enough to try* (a principle from [Sociocracy 3.0 consent decision-making](https://patterns.sociocracy30.org/consent-decision-making.html)), and set a date to revisit it.
|
||||
|
||||
## When money starts arriving
|
||||
|
||||
This is supposed to be the exciting part! But it's where it actually gets hard – when your provisional model meets reality.
|
||||
|
||||
Think ahead about what to do when these things happen:
|
||||
|
||||
#### A grant is successful (congratulations!)
|
||||
|
||||
Grant budgets usually have some constraints on how the money is spent. You may have proposed a budget with specific amounts per role or per phase. Your compensation model has to work within those parameters, or you'll have a bad time when the final report is due.
|
||||
|
||||
But how do you allocate whatever discretionary funds remain? If people have been deferring compensation, does this grant pay down that debt first, or fund the next phase of work? If you didn't write down your deferred compensation terms, there's going to be some tension.
|
||||
|
||||
#### Someone needs to go full-time
|
||||
|
||||
The person who goes full-time first carries risk the others don't. They may have given up income security and bet on the studio sustaining them. How is that recognized? You could treat it as a higher draw from the shared pool, or track it as the co-op taking on a debt to that person. Either way, write it down.
|
||||
|
||||
#### Contract revenue starts flowing
|
||||
|
||||
If a member does contract work that generates IP for the studio, make sure your agreement covers who owns what. In Canada, there's no automatic assumption that work done by a contractor belongs to the organization that paid for it.
|
||||
|
||||
\nEvery one of these events is a reason to revisit your compensation agreement. And also, put a regular reminder in your shared calendar to ask: Is this still working? Is it still fair?
|
||||
|
||||
## Write it down
|
||||
|
||||
A bigger risk than picking the "wrong" model is not writing things down.
|
||||
|
||||
You don't need a lawyer for this. You just need a shared, written record that every member has agreed to. A Google Doc everyone signs is better than a verbal understanding.
|
||||
|
||||
|
||||
|
||||
:::info
|
||||
**How to sign a Google Doc**\nHave each member type their name and the date in a designated "signatures" section at the bottom of the doc. Combined with Google Docs' built-in version history (which records *who* made *what edit* and *when*), this creates a timestamped record of consent.
|
||||
|
||||
\nIf you have a Workspace account, there is also an eSignature feature.
|
||||
|
||||
:::
|
||||
|
||||
\nYour agreement should cover:
|
||||
|
||||
* the pay model and base rate (even if the rate is $0 right now, *write it down*)
|
||||
* how hours and contributions are tracked
|
||||
* deferred compensation terms if applicable (what's owed, to whom, repayment order, sunset period)
|
||||
* what triggers a review
|
||||
* what happens if someone leaves before revenue arrives
|
||||
* what happens if someone joins after the initial agreements
|
||||
|
||||
## What else?
|
||||
|
||||
More lessons from five cohorts of our program:
|
||||
|
||||
#### "We'll figure it out when there's money" is a decision
|
||||
|
||||
It's a decision to defer to whoever has the most power, comfort, or financial privilege when the money comes in. In our experience, studios that have the awkward conversations early – when it feels *absurd* to divide up nothing – have stronger trust and faster decision-making later when the stakes are real. Avoiding it could tear your studio apart.
|
||||
|
||||
#### Different financial positions aren't a problem to solve
|
||||
|
||||
One studio had a member who could defer salary indefinitely, another who needed every dollar from day one, and a third somewhere in between. They didn't pretend these differences didn't exist. They wrote three different arrangements under one agreement, transparent to everyone. Asymmetry is okay!
|
||||
|
||||
#### Revenue diversification is a compensation strategy
|
||||
|
||||
Studios that are able pay their members aren't sitting around waiting for their game to ship. They have contract work, grants, workshops, small game releases, and consulting on the go so that something is always flowing while the bigger project develops. Yep, this is more work, and not everyone wants to do business development. But a studio with three revenue streams and a $30,000 annual budget can pay people; a studio with one game and a dream cannot.
|
||||
|
||||
## Where to go from here
|
||||
|
||||
|
||||
1. Our [Budget Builder at coop.love](https://coop.love/) supports 3 of these approaches, with more to come. Plug in your team's numbers and see what's actually possible.
|
||||
2. If you're in the Cooperative Foundations program, Session 6 (Equitable Economics) provides facilitated space for talking about financial need, capacity, and expectations.
|
||||
3. Our [Financial modelling](/doc/06990e9a-120e-4944-9899-f76ddbcbe92a) article covers investment readiness, financial statements, and capital-raising for studios ready to think beyond initial compensation.
|
||||
|
|
@ -1,7 +1,7 @@
|
|||
---
|
||||
title: Financial modelling
|
||||
collection: Vault Archive
|
||||
path: Vault Archive/Financial modelling
|
||||
collection: The Money Question
|
||||
path: The Money Question/Financial modelling
|
||||
parentDocument: null
|
||||
outlineId: 06990e9a-120e-4944-9899-f76ddbcbe92a
|
||||
createdBy: Jennie R.F.
|
||||
|
|
@ -0,0 +1,250 @@
|
|||
---
|
||||
title: IP Ownership & Copyright Basics
|
||||
collection: The Money Question
|
||||
path: The Money Question/IP Ownership & Copyright Basics
|
||||
parentDocument: null
|
||||
outlineId: 78d088cc-deeb-40d0-8d0f-2495093e8dc8
|
||||
createdBy: Jennie R.F.
|
||||
---
|
||||
You're a small group of people making a game together. You've incorporated as a worker co-operative, or maybe you haven't yet. You're thinking of bringing in a contractor for music or art. You want to know: who actually owns this thing you're building?
|
||||
|
||||
This article covers the basics of intellectual property (IP) ownership for small worker-cooperative game studios in Canada.
|
||||
|
||||
|
||||
:::warning
|
||||
***This is general information, not legal advice.* You should get advice from a Canadian IP or entertainment lawyer before signing publishing deals or reorganizing ownership.**
|
||||
|
||||
:::
|
||||
|
||||
IP law (including copyright, trademarks, and patents) is federal, so it works the same way across the country. But employment law, co-op statutes, and contract law are provincial, and those affect how IP arrangements get interpreted and enforced. We'll come back to that.
|
||||
|
||||
## Your game is (almost) pure IP
|
||||
|
||||
Most of a studio's value is in intangible rights, not physical assets. In Canadian law, a video game is treated as a *composite work* made up of many separately protected pieces: source code, scripts and dialogue, visual assets and animations, music and sound design, voice performances, character and level design, branding (studio name, game title, logos), and documentation.
|
||||
|
||||
Each of those components can have its own copyright owner. If you don't have written agreements, you can end up with a game where five different people own five different pieces of it. That means any one of them could block a publishing deal, a port, or a sequel.
|
||||
|
||||
## How copyright works in Canada
|
||||
|
||||
Copyright arises automatically when an original work is created and "fixed" in some tangible form. You don't need to register it. This applies to code, art, scripts, music, sound recordings (basically everything in a game). An unused prototype, a test track, discarded concept art are all protected if they're original and fixed.
|
||||
|
||||
|
||||
:::notice
|
||||
In this context, "fixed" means recorded in some material form (written down, saved in a digital file, or captured in an audio or video recording), not just an idea in someone's head or an improvised performance that is never recorded. [More information.](https://ised-isde.canada.ca/site/canadian-intellectual-property-office/en/copyright-learn-basics/copyright-learn-basics-protect-your-original-works-learn-why-copyright-matters)
|
||||
|
||||
:::
|
||||
|
||||
Canada and most countries are members of the [Berne Convention](https://www.wipo.int/en/web/treaties/ip/berne/index), which means your work is automatically protected in other member countries, and their works are automatically protected in Canada, without any registration or formalities.
|
||||
|
||||
### Registration
|
||||
|
||||
Registration is optional but useful. It creates a public record, timestamps your claim, and makes enforcement easier if there's a dispute. The [Canadian Intellectual Property Office](https://ised-isde.canada.ca/site/canadian-intellectual-property-office/en) (CIPO) handles it.
|
||||
|
||||
Current (as of 2026) standard fees: $63 to register a copyright. If you don't file online, there's an additional $18 surcharge ($81 total). Recording an assignment or licence (for example, confirming that IP has been assigned to your co-op) is $81 per filing.
|
||||
|
||||
### How long copyright lasts
|
||||
|
||||
As of December 30, 2022, the general term is the life of the author plus 70 years. This was extended from life plus 50 to comply with CUSMA (the Canada-United States-Mexico Agreement). The extension applies to works that were still under copyright at the end of 2022 and to works created after that date. It doesn't revive copyright in works that had already entered the public domain.
|
||||
|
||||
## The default rules: who owns what
|
||||
|
||||
This is where it gets interesting for co-ops, because the answer depends on how someone's relationship to the studio is classified.
|
||||
|
||||
### The general rule
|
||||
|
||||
The person who creates the work is the first owner of copyright. When multiple people collaborate and their contributions aren't distinct, the result can be a "work of joint authorship." Co-authors jointly own the copyright and need each other's permission to license or use the work.
|
||||
|
||||
Joint authorship rules are complicated. Canadian case law looks at both overlapping contributions and an *intention* to create a joint work. Don't rely on default co-ownership to sort things out.
|
||||
|
||||
### Employees: the co-op owns it by default
|
||||
|
||||
Section 13(3) of the Copyright Act says that when an employee creates a work in the course of employment, the employer is the first owner of copyright (unless an agreement says otherwise).
|
||||
|
||||
For a worker co-op, this means that if a member-owner is *also an employee* under a contract or under provincial employment standards, the co-op entity will usually own works created as part of that job (code, art, design created during working hours using studio tools), unless the employment agreement explicitly reserves some IP to the worker.
|
||||
|
||||
### Contractors: the contractor owns it by default
|
||||
|
||||
When someone is an independent contractor (not an employee), the default rule is that the *contractor* owns the copyright, *even if the studio paid for the work*. Payment does not transfer copyright.
|
||||
|
||||
To move ownership to the studio, you need an explicit written assignment of copyright, signed by the contractor. Canada does not recognize the American "work-for-hire" concept for independent contractors. *Adding U.S.-style language to your contract is not enough to transfer copyright in Canada.*
|
||||
|
||||
Without a written assignment, you may end up with only an implied licence to use the work in limited ways. That can cause serious problems when you're trying to sign a publishing deal.
|
||||
|
||||
### Member-owners wearing multiple hats
|
||||
|
||||
This is a uniquely co-op problem. Worker‑members of a Canadian worker co‑op are typically both owners and employees; in limited, clearly separated situations they might also perform services as independent contractors, but that status is determined by CRA and employment law tests, not just by how the co‑op is structured or how the work is documented.
|
||||
|
||||
Your co-op needs to be clear, in bylaws and written agreements, about whether member work is treated as employment (default IP to the co-op), contracted services (default IP to the member unless assigned), or a mix. For example, you could use a schedule attached to your bylaws that specifies which roles are employment and which are contracted.
|
||||
|
||||
### Before you incorporate
|
||||
|
||||
If your co-op is still operating informally without incorporation, IP will generally be owned by the individuals who created it, or by joint authors if work is intermingled. There is no entity to hold the rights yet.
|
||||
|
||||
Early-stage collectives should sign IP assignment or licence agreements before a game gains traction. If you wait until a publisher is interested or until you're shipping, cleaning up ownership retroactively is painful and expensive.
|
||||
|
||||
## Pre-existing IP: what members bring with them
|
||||
|
||||
Say someone has been working on a game idea, code, or art before the co-op forms. Then the group decides to build on that work together.
|
||||
|
||||
Without a written agreement, *that person still owns their pre-existing work*. The co-op might have an informal understanding that "we're all building this together now," but that understanding has no legal weight on its own.
|
||||
|
||||
Before starting co-op development on anything that includes pre-existing work, you need a written agreement that covers:
|
||||
|
||||
|
||||
1. what exactly is being contributed (be specific: list the assets)
|
||||
2. whether it's being assigned to the co-op or licensed
|
||||
3. what happens if the contributing member leaves
|
||||
4. whether the member retains any rights to use that work independently
|
||||
|
||||
This is a values conversation just as much as it is a legal one. Your co-op's approach to pre-existing IP should reflect how you think about fairness and collective ownership. *But get it written down!*
|
||||
|
||||
## Moral rights: attribution and integrity
|
||||
|
||||
Canadian law gives authors "moral rights" in their works, separate from the economic rights (reproduction, distribution, etc.). Moral rights include the right to be credited and the right to the integrity of the work. *These stay with the author even if the economic copyright is assigned to the studio.*
|
||||
|
||||
Moral rights can't be assigned, but they can be waived. Waivers are often included in contracts so that a studio can modify, localize, or adapt a work without the author later claiming that changes harm their honour or reputation.
|
||||
|
||||
For co-ops, the credit question is worth thinking about carefully. Moral rights waivers are standard practice and make operational sense. You need to be able to edit, port, and update your game without getting individual sign-off every time. But how you handle credits is a values question too. You can go beyond the legal minimum and develop crediting practices that fit how your collective actually works. Have this governance conversation early. *And write it down!*
|
||||
|
||||
## Engines, middleware, and open source
|
||||
|
||||
Your studio almost certainly uses third-party tools: Godot, Unity, Unreal, or others. The licence terms for these tools interact with your IP ownership.
|
||||
|
||||
You typically own the IP in the game you build with the engine, but you don't own the engine itself. Each engine has different licence terms around revenue sharing, source access, and what you can and can't do with engine code. Open-source engines (like Godot, which uses the MIT licence) give you more freedom but still have licence terms you need to follow.
|
||||
|
||||
When you use asset store content, marketplace plugins, or other middleware, those come with their own licences. Some are fine for commercial games, some aren't. Some allow redistribution, some don't. Some restrict certain platforms or uses!
|
||||
|
||||
You need to know what third-party components are in your build and what each licence allows. This becomes part of your chain of title – the documented record of who owns each piece of IP and how it got to the studio.
|
||||
|
||||
*Again, something to sort out early… and write down!*
|
||||
|
||||
#### Chain of title log example
|
||||
|
||||
Each major asset or contribution should have an entry. A shared spreadsheet works fine.
|
||||
|
||||
| Asset / contribution | Creator | Role | Date created / delivered | Agreement type | Agreement date | Agreement location | Rights status | Notes |
|
||||
|----------------------|---------|------|--------------------------|----------------|----------------|--------------------|---------------|-------|
|
||||
| Character sprite set - all playable characters | Guybrush Threepwood | Member-employee | 2025-06-15 | Employment agreement | 2025-01-10 | /contracts/guybrush-employment.pdf | Co-op owns by operation of law | |
|
||||
| Original soundtrack | Manny Calavera | Contractor | 2025-08-01 | Contractor agreement w/ IP assignment | 2025-07-15 | /contracts/manny-contractor.pdf | Assigned to co-op | Includes moral rights waiver |
|
||||
| Dialogue script - Act 2 | Curly Brace | Member-employee | 2025-09-20 | Employment agreement | 2025-01-10 | /contracts/curly-employment.pdf | Co-op owns by law | Based on pre-existing outline - see side letter 2025-01-15 |
|
||||
| UI icon pack | - | Third-party asset | 2025-04-01 | CC-BY 4.0 licence | - | /docs/third-party/ui-icons-licence.txt | Licensed to co-op | Credit required in shipped build |
|
||||
|
||||
|
||||
## Trademarks: protecting your studio and game names
|
||||
|
||||
A trademark is a word, logo, or other sign used to distinguish your goods or services from others. For game studios, the trademarks are usually your studio name, game titles, and logos.
|
||||
|
||||
Canada allows both registered and unregistered ("common law") trademark rights, but registration through CIPO gives you stronger, Canada-wide protection and makes it easier to block similar marks.
|
||||
|
||||
### Fees
|
||||
|
||||
Fees are charged per class of goods and services. For online applications through CIPO, [the 2026 fee for the first class is about $491 CAD](https://ised-isde.canada.ca/site/canadian-intellectual-property-office/en/trademarks/fees-trademarks), with additional classes at about $149 CAD each. Renewal fees apply every 10 years to keep the registration active.
|
||||
|
||||
### Process
|
||||
|
||||
|
||||
1. Search the [CIPO database](https://ised-isde.canada.ca/cipo/trademark-search/srch) for conflicting marks (in English and French)
|
||||
2. [File an application](https://ised-isde.canada.ca/site/canadian-intellectual-property-office/en/trademarks/file-new-or-amended-trademark-or-certification-mark-application) specifying your mark and the goods and services it covers
|
||||
3. Wait for examination, publication for opposition, and then registration if nobody successfully opposes it
|
||||
|
||||
This process can take a year or more in a straightforward case, so start early if a trademark matters to you.
|
||||
|
||||
## What platforms require
|
||||
|
||||
When you submit a game to Steam, [itch.io](http://itch.io), console storefronts, or other platforms, you're typically making representations about IP ownership. Platform agreements usually require you to confirm that you own or have properly licensed all the content in your game. Code, art, music, trademarks, everything.
|
||||
|
||||
If your chain of title has gaps (missing contractor assignments, unclear jam contributions, unlicensed assets), those representations may not be accurate. Platforms can pull your game if an IP dispute arises, and you may have liability under the terms you agreed to.
|
||||
|
||||
This is another reason to sort out ownership documentation well before you ship.
|
||||
|
||||
## What happens when someone leaves
|
||||
|
||||
A member leaving a co-op shouldn't mean they take a chunk of the game's IP with them. But whether that's true depends on what agreements are in place.
|
||||
|
||||
If the co-op has proper employment or contractor agreements with IP assignment clauses, work created during those terms stays with the co-op. If there are no written agreements, you may have a problem, especially for contributions made before incorporation or outside formal employment.
|
||||
|
||||
Your bylaws should address what happens to IP when a member departs. Does all project IP stay with the co-op? Does the departing member retain any licence to use their contributions in personal work? What about work that blends personal and co-op contributions?
|
||||
|
||||
The same questions apply if the co-op dissolves entirely. Your dissolution provisions should address who gets the IP: Is it distributed among members, sold as an asset, released under an open licence? From our experience, you should think about this before you *need* to.
|
||||
|
||||
## Highest-risk scenarios
|
||||
|
||||
### 1. No written agreements
|
||||
|
||||
The most common problem.
|
||||
|
||||
You assume the co-op owns everything because everyone's working on it together, but legally, contractors and some collaborators still own their contributions because no written assignment exists. This is especially dangerous when assets such as key art, engine code, or music were created by non-member contractors or friends of the co-op on informal terms.
|
||||
|
||||
Don't be them. *Write it down!*
|
||||
|
||||
### 2. Founders leave without IP clarity
|
||||
|
||||
Where early contributions were made before incorporation, or before proper employment contracts existed, IP may be jointly owned by individuals rather than by the co-op. If a member leaves, unresolved co-ownership can block sequels, ports, remasters, or licensing. Every co-owner may need to consent.
|
||||
|
||||
### 3. Jam and community contributions
|
||||
|
||||
Game jams, volunteer testing, community contests. You probably dabble in these activities.
|
||||
|
||||
If content from these ends up in the shipped game and the participation terms didn't include IP assignment or a clear licence, you have a problem. Contributors are independent authors who retain their rights. If you jam or invite community-made content into your games, use written participation terms that specify what rights the studio receives, what credit is given, and how moral rights and future uses are handled.
|
||||
|
||||
We've seen lack of agreements among jam teams cause real distress for all involved after the event is over and someone wants to continue working on the game.
|
||||
|
||||
### 4. Unlicensed third-party content
|
||||
|
||||
In practice, using commercial songs, fonts, character designs, or trademarked logos in a commercial game is very unlikely to qualify as fair dealing and generally requires a licence.
|
||||
|
||||
*Even "royalty-free" libraries and marketplace assets have licence terms you need to actually read.* Make sure they cover game use, your distribution platforms, and any planned ports or merchandise.
|
||||
|
||||
## Provincial differences
|
||||
|
||||
Because copyright, trademarks, and patents are federal, the core rules discussed above are the same everywhere in Canada. What varies by province:
|
||||
|
||||
* Employment standards and labour laws, which affect whether someone is classified as an employee or contractor
|
||||
* Co-op statutes and corporate law, which define how co-ops hold property and who can bind the organization
|
||||
* Some procedural rules and remedies in provincial courts
|
||||
|
||||
Studios in Quebec should also consider the civil-law framework for contracts, which can shape how IP agreements and moral rights waivers are interpreted even though the underlying IP statutes are federal.
|
||||
|
||||
Each co-op should, with local legal help, confirm the correct governing law for their agreements, check how their contributors are classified under local employment standards, and review their provincial co-operative statute for any rules about property ownership and board authority.
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## What to do now
|
||||
|
||||
You don't need to do everything at once, but these are the basics that protect your co-op and your members.
|
||||
|
||||
#### Get written agreements in place
|
||||
|
||||
Employment agreements for member-employees, contractor agreements for anyone who isn't a member, both with explicit IP assignment and moral rights waiver clauses.
|
||||
|
||||
#### Make sure member-owners assign project IP to the co-op
|
||||
|
||||
This should be a condition of membership, in your bylaws or a separate member agreement. Carve out personal projects explicitly and in writing.
|
||||
|
||||
#### Keep a chain-of-title log
|
||||
|
||||
A simple record of who created which significant asset and under which agreement. You'll need this for publishers, platforms, and investors.
|
||||
|
||||
#### Document pre-existing IP
|
||||
|
||||
If anyone is contributing work that predates the co-op, write down what it is, who owns it, and on what terms it's being brought in.
|
||||
|
||||
#### Know your middleware licences
|
||||
|
||||
List the engines, tools, plugins, and asset packs in your build. Read their licence terms. Make sure they cover your planned use.
|
||||
|
||||
#### Do an IP audit before you ship
|
||||
|
||||
Confirm that the studio truly owns or has licences to everything in the build, including third-party tools, fonts, and libraries. Where there are gaps, cleaning them up with back-dated assignments or updated licences is far cheaper than a dispute after launch.
|
||||
|
||||
#### Have the credits conversation
|
||||
|
||||
Decide as a co-op how you want to handle attribution *beyond* what the law requires.
|
||||
|
||||
|
||||
---
|
||||
|
||||
## Resources
|
||||
|
||||
* [Copyright Act (Canada)](https://laws-lois.justice.gc.ca/eng/acts/c-42/)
|
||||
* [Trademarks Act (Canada)](https://laws-lois.justice.gc.ca/eng/acts/t-13/)
|
||||
* [CIPO copyright fees](https://ised-isde.canada.ca/site/canadian-intellectual-property-office/en/copyright/standard-fees-copyright)
|
||||
* [CIPO trademark fees](https://ised-isde.canada.ca/site/canadian-intellectual-property-office/en/trademarks/fees-trademarks)
|
||||
|
|
@ -79,9 +79,14 @@ The elements we'll cover here are your mission, team, operations, SWOT, market,
|
|||
|
||||
Your mission can be written as a summary of the branches of your results flow, positioned as *what you do*, followed by a restatement of your ultimate outcome (a description of the changed state of the world should you be successful).
|
||||
|
||||
\::alert{type="info"} **Reflect:** Does your mission clearly articulate each of your core activities and how they connect to your ultimate outcome? ::
|
||||
|
||||
**Example:**
|
||||
:::info
|
||||
**Reflect:** Does your mission clearly articulate each of your core activities and how they connect to your ultimate outcome?
|
||||
|
||||
:::
|
||||
|
||||
|
||||
**Example (from a real studio – name changed to protect the innocent):**
|
||||
|
||||
> At Quixelate, we champion LGBTQIA+ narratives through our games, ensuring players not only enjoy diverse characters but also develop empathy and become advocates for inclusion. Beyond the screen, we're cultivating an inclusive community where every member feels seen, heard, and valued. Through our educational initiatives, we aim to share LGBTQIA+ experiences with the wider public, turning passive participants into active allies. Our mission is a world where LGBTQIA+ identities are understood and accepted in games, mirroring a society that celebrates diversity and inclusion.
|
||||
|
||||
|
|
|
|||
|
|
@ -68,7 +68,11 @@ This will help you compare your competitors side-by-side and draw conclusions ab
|
|||
|
||||
Fill in the relevant data for each competitor.
|
||||
|
||||
\::alert{type="info"} Here's a real example of a completed spreadsheet that we did for an investee: [**Cozy Games Market Analysis**](https://docs.google.com/spreadsheets/d/1mhf6Zae1CDPhx2WGfqLIc8PSiJ8Uzuo3rNYxE9Wugis/edit?usp=sharing) ::
|
||||
|
||||
:::info
|
||||
Here's a real example of a completed spreadsheet that we did for an investee: [**Cozy Games Market Analysis**](https://docs.google.com/spreadsheets/d/1mhf6Zae1CDPhx2WGfqLIc8PSiJ8Uzuo3rNYxE9Wugis/edit?usp=sharing) ::
|
||||
|
||||
:::
|
||||
|
||||
## Step 5: Analyze data and draw conclusions
|
||||
|
||||
|
|
|
|||
Loading…
Add table
Add a link
Reference in a new issue