Canada: Yet More Enhancements Proposed For Private Placement Reporting

The Canadian Securities Administrators (CSA) have managed to harmonize their differences for reporting prospectus-exempt distributions since their earlier proposals in February and March 2014. They have now proposed a common form that would apply across Canada for both investment funds and other types of issuers. While the new proposal drops some of the information detail requirements originally proposed in 2014, it also adds new required information.

The original proposals were discussed in our April 2014 Blakes Bulletin: Haven't You Heard? It's All Being Changed – New Proposals to Private Placement Regime. One of the principal concerns then was that the different provinces' proposals could result in up to four different versions of a private placement report. This was heavily criticized and the CSA have made significant effort to achieve a single harmonized form. On the other hand, like most products with many cooks, the end result tends to be enhanced rather than boiled down.


The new common Form 45-106F1 (New Form) would apply across Canada, although it would need to be filed electronically as an e-form in Ontario, through a web portal in British Columbia and directly by PDF or paper copy in all other jurisdictions. The CSA pointed out that Ontario's version of the e-form can be used for the filing made in other jurisdictions, so that in many cases it should not need to be prepared more than once. Other jurisdictions are considering filing through System for Electronic Document Analysis and Retrieval (SEDAR) but no proposals are yet made.

The New Form clarifies in which jurisdictions reporting is required. Before, there was some uncertainty, given the different approaches in different Canadian jurisdictions interpreting where a distribution is made. Instructions for the New Form explicitly state that a distribution is considered to be made in each jurisdiction where a purchaser is resident. In addition, in all jurisdictions of Canada except Ontario, a distribution will be considered to occur in that jurisdiction if the issuer of the securities is located in or has a significant connection to that jurisdiction. Ontario has a different view, so a distribution made from Ontario may not be a distribution in Ontario if the securities do not come to rest in Ontario. Finally, the instructions also make clear that if the issuer is located outside of Canada, the New Form is only required to include information about purchasers resident in Canada.

The New Form instructions re-affirm that the CSA require disclosure of the beneficial owner of the securities purchased. In particular, if a registered adviser has purchased securities on behalf of a fully managed account, the report must provide information about both the registered adviser and the beneficial owner of the fully managed account. The CSA said this is not a new requirement but has been a requirement of the existing form. This may be challenging if advisers enter orders and subsequently allocate investments among their managed accounts. Full contact information for all beneficial owners, including telephone numbers and email addresses, must be disclosed. The New Form would require disclosure of the specific paragraph number in the definition of accredited investor that is applicable to the purchaser. Presumably in this one case, "purchaser" would mean only the registered adviser itself.


The following items of detailed information have been added since 2014 to this version of the New Form for all issuers:

  • Issuer's website, North American Industry Classification Standard Code (type of fund for investment funds) and legal entity identifier (under the Global Legal Entity Identifier System – n/a for investment funds)
  • Size of the issuer's assets (Net Asset Value for investment funds) (in bands)
  • Underwriter's National Registration Database number
  • Committee on Uniform Securities Identification Procedures (CUSIP) number and specified security codes for the security issued
  • Details for each person to whom the issuer directly provides or will provide any compensation as a result of the distribution, and must now include not only cash compensation or securities, but also gifts, discounts or other compensation (an example given in the sample New Form is "basketball tickets")
  • Email addresses of the purchasers

For issuers other than an investment fund, a reporting issuer or a subsidiary of a reporting issuer, a foreign public issuer or its subsidiary, or issuers distributing eligible foreign securities only to permitted clients (collectively, exempted issuers, described in more detail below), these items are also new:

  • All voting securities beneficially owned or directly or indirectly controlled by each director, executive officer, control person and promoter of the issuer, and the total amount paid for all such voting securities
  • For each director and executive officer of a control person or promoter of the issuer, their full name, residential jurisdiction and relationship to the control person or promoter
  • Residential addresses for each individual director, executive officer, control person and promoter of the issuer and directors and executive officers of control persons and promoters of the issuer

On the other hand, the New Form has dropped some of the information requirements that had been proposed in 2014, including:

  • Age range of purchasers
  • Full legal name of the parent of the issuer
  • Business email of the underwriter's CEO
  • Business email for the issuer's CEO (though dropped only for exempted issuers)
  • For investment funds, details of past redemptions and service providers

A "foreign public issuer" generally means Securities and Exchange Commission (SEC) filers and public companies in designated foreign jurisdictions, which are the same as those currently exempted from certain continuous disclosure requirements pursuant to National Instrument 71-102 – Continuous Disclosure and Other Exemptions Relating to Foreign Issuers. Foreign issuers of "eligible foreign securities" means the same as in the recent wrapper exemption, namely issuers that are incorporated or created under the laws of a foreign jurisdiction, not a reporting issuer in Canada, with a head office outside of Canada and with a majority of the executive officers and of the board of directors ordinarily resident outside of Canada.

The 2014 proposal to accelerate investment fund reporting to quarterly has been dropped, but the CSA now propose to change all investment fund annual placement reporting from a fund's financial year-end to a common calendar year basis.


The proposed changes to the New Form are open for comment until October 13, 2015.

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.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

Events from this Firm
27 Oct 2016, Seminar, Toronto, Canada

Please join members of the Blakes Commercial Real Estate group as they discuss five key provisions of a commercial real estate purchase agreement that are often the subject of much negotiation but are sometimes misunderstood.

1 Nov 2016, Seminar, Toronto, Canada

What is the emotional culture of your organization?

Every organization and workplace has an emotional culture that can have an impact on everything from employee performance to customer or client satisfaction.

3 Nov 2016, Seminar, Toronto, Canada

Join leading lawyers from the Blakes Pensions, Benefits & Executive Compensation group as they discuss recent updates and legal developments in pension and employee benefits law as well as strategies to identify and minimize common risks.

In association with
Related Video
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Check to state you have read and
agree to our Terms and Conditions

Terms & Conditions and Privacy Statement (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

Use of

You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.

Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

If you do not want us to provide your name and email address you may opt out by clicking here .

If you do not wish to receive any future announcements of products and services offered by Mondaq by clicking here .

Information Collection and Use

We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to with “no disclosure” in the subject heading

Mondaq News Alerts

In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

Log Files

We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests

From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to

Correcting/Updating Personal Information

If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to

Notification of Changes

If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

How to contact Mondaq

You can contact us with comments or queries at

If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at and we will use commercially reasonable efforts to determine and correct the problem promptly.