On June 21, 2012, the Ontario Securities Commission
("OSC") issued a notice to provide guidance to issuers,
underwriters and their advisors in filing reports of exempt
distribution in Ontario under National Instrument 45-106 Prospectus and
Registration Exemptions ("NI 45-106").
Recommendations include, among others: (1) filing the report in the
correct form (distributions in British Columbia must be reported to
the British Columbia Securities Commission in Form 45-106F6), (2)
properly identifying the correct prospectus exemption (noting that
the exemptions provided by Sections 2.5 (Family, friends and
business associates), 2.9 (Offering memorandum) and 5.2 (TSX
Venture Exchange offering) of NI 45-106 are not available in
Ontario), (3) complete disclosure of all commissions and
finders' fees ("Compensation" includes commissions,
discounts or other fees or payments of a similar nature, but does
not include payments for services incidental to the distribution
(such as clerical, printing, legal or accounting services)), (4)
ensuring consistency between the information required to be
reported in item 7 of Form 45-106F1 (number of purchasers,
jurisdiction of residence, price per security and total dollar
value raised from purchasers in each jurisdiction) and the
information required to be reported on Schedule 1 to Form 45-106F1
(name of the purchaser, number and type of securities, total
purchase price, prospectus exemption relied on and the date of the
distribution), and (5) ensuring that total number of purchasers in
each jurisdiction (that is, the number of investors) and not to the
number of securities each purchaser purchased is set out in Form
An electronic version of Form 45-106F1 is available on the
OSC's website in addition to the paper form.
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Under the Income Tax Act, the Employment Insurance Act, and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions or GST.
Under the Income Tax Act, the Employment Insurance Act, the Canada Pension Plan Act and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions.
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