we've previously discussed MI 51-105 can subject
issuers who carry out certain types of investment activities in
certain provinces to Canadian public company-type obligations.
Adopted by every province other than Ontario, MI 51-105 is intended
to discourage the manufacture and sale of OTC-quoted shell
companies that can be used to facilitate abusive market
In response to the concern that MI 51-105 would have an
unintended and overreaching impact, regulators in almost all
Canadian jurisdictions that adopted MI 51-105 have issued blanket
orders to exempt certain issuers from the application of the
Notably, Nova Scotia Blanket Order 51-508 provides that section
3 of MI 51-105 does not apply if a prospectus exempt distribution
by an OTC issuer is restricted to permitted clients only and any
promotional activities in or from Nova Scotia in respect of the
distribution are directed only at permitted clients. Nova Scotia
Blanket Order 51-508 revokes a previous blanket order issued by the
NSSC (Blanket Order 51-506) and is consistent with similar blanket orders adopted in other
The New Brunswick Financial and Consumer Services Commission
published similar blanket order (New Brunswick Blanket Order 51-506) on August 31, 2015.
For further information, please consult Blanket Order 51-508,
New Brunswick Blanket Order 51-506 and the comprehensive list of
blanket orders issued in relation to MI 51-105 that we maintain on
the Resources page of CanadianSecuritiesLaw.com.
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.
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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