As we noted previously, important amendments to NI 45-106
Prospectus and Registration Exemptions are set to come into force
on May 5, 2015.
Notably, the amendments will require issuers relying on the accredited investor prospectus exemption to
obtain a signed risk acknowledgment form when selling securities to
individual accredited investors. Such risk acknowledgement forms
must be retained for a period of 8 years from the distribution.
Individual accredited investors who are permitted clients (i.e. who
have net financial assets with an aggregate realizable value in
excess of $5 million) are exempt from the requirement to complete
and execute a risk acknowledgement form. Amendments to 45-106CP
Companion Policy also underscore CSA staff's views that issuers
and selling security holders may need to undertake enhanced due
diligence to ascertain the status of a given purchaser and that,
depending on the circumstances, relying on a signed risk
acknowledgment form or representation in a subscription agreement
may no longer be sufficient. These amendments will likely come into
force in unison with other Ontario-specific amendments which will,
among other things, move certain accredited investor categories
from NI 45-106 to equivalent provisions in s. 73.3 of the
Securities Act (Ontario).
While these represent important changes to the exempt financing
regime in Ontario, we remind readers that, as we have discussed in
detail in prior posts, a number of other proposals are still being
considered including the Ontario crowd-funding prospectus exemption and the rights offering prospectus exemption as well
as changes to Form 45-106F1Report
of Exempt Distribution.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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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.
While most are well aware that the sale of a business is generally a complex process, even sophisticated business owners are surprised by just how much cost and effort is required to complete the sale.
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