The securities regulatory authorities in Manitoba, Ontario,
Quebec, New Brunswick and Nova Scotia have published Multilateral Instrument 45-108
Crowdfunding (MI 45-108). The rules include a
crowdfunding prospectus exemption and a registration framework for
MI 45-108 is intended to facilitate online capital-raising
activities by start-ups and small and medium-sized enterprises,
subject, however, to certain investment limits on the part of both
the issuer and the investor. Issuers are required to prepare an
offering document disclosing various particulars of an issuer and
its business and are subject to liability for misrepresentations in
the offering document. Non-reporting issuers are required to
provide investors with annual financial statements and a notice of
use of proceeds. In Ontario, New Brunswick and Nova Scotia,
non-reporting issuers must also provide notice of a discontinuation
of the issuer's business, a change in industry or a change of
control. Reporting issuers must comply with their usual continuous
The offered securities must only be distributed through a single
funding portal registered as an investment dealer, exempt market
dealer or a restricted dealer. The offering document (and other
permitted materials) must be posted solely on the funding
portal's online platform.
The Financial and Consumer Affairs
Authority of Saskatchewan, which participated in the
development of MI 45-108, is republishing MI 45-108 for a 60-day
comment period. MI 45-108 is expected to come into force in
Manitoba, Ontario, Quebec, New Brunswick and Nova Scotia on January
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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