On October 29, 2015, certain members of the Canadian Securities
Administrators (CSA) announced that amendments
would be made to National Instrument 45-106Prospectus Exemptions to bring
into force an offering memorandum prospectus exemption (the OM
Exemption) in Ontario and to amend the OM Exemption in section 2.9
of NI 45-106 in Alberta, New Brunswick, Nova Scotia, Quebec and
Saskatchewan. The OM Exemption is expected to come into force in
Ontario on January 13, 2016 and the amendments in the other
provinces are expected to come into force on April 30, 2016.
The OM Exemption in Ontario will be broadly harmonized with the
amended OM Exemption in the other participating jurisdictions:
Alberta, New Brunswick, Nova Scotia, Quebec and Saskatchewan. Prior
to the amendments, Ontario was the only jurisdiction in Canada not
to have an OM Exemption. As a result of the amendments, the OM
Exemption is expected to be available in every jurisdiction in
In these provinces, the OM Exemption will feature several new
investor protection mechanisms, according to the CSA. Notably,
investment limits will be imposed that range from $10,000 to
$100,000 based on the acquisition cost of securities purchased over
the preceding 12 months. However, these investment limits do not
apply to accredited investors, among others. In addition, the
required Risk Acknowledgement Form will have two additional
schedules that must be completed by investors who are individuals.
Additional requirements will apply in respect of audited financial
statement disclosure and marketing materials.
Importantly, the OM Exemption cannot be used to distribute
specified derivatives or structured finance products. In addition,
in Alberta, Nova Scotia and Saskatchewan, the OM Exemption will
continue to be available to investment funds only if they are
non-redeemable investment funds or mutual funds that are reporting
issuers. The OM Exemption is not available to investment funds in
New Brunswick, Ontario and Quebec.
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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