Form 5 – Start-up
Crowdfunding – Report of Exempt Distribution and
offering document required to be filed or delivered under the
start-up crowdfunding prospectus and registration exemptions in
Saskatchewan, Manitoba, Québec, New Brunswick and Nova
in Québec, a disclosure
document delivered to subscribers required to be filed under
section 37.2 of the Securities Regulation (Québec)
Exempt market filings not listed in the Amendments, including
OMs and wrappers delivered in connection with the accredited
investor exemption, will continue to be filed in paper format
No new publicly available information. The new
SEDAR filings will not expand the scope of publicly available
information. The exempt market filings that will be made public on
SEDAR are filings that are already publicly available upon request
from the CSA. While the method of accessing those documents would
change due to required filing on SEDAR, the public availability of
the documents will not change.
safeguards. Schedule I to Form 45-106F1 that includes
personal information about each investor must be detached from the
body of the report and filed separately. Features added to SEDAR to
safeguard personal information include: (1) clear instructions and
a warning on SEDAR to remove the sensitive personal information
prior to filing the main body of the report of exempt distribution
and (2) a requirement for the filer to acknowledge that it has
removed such information before the system. If a filer identifies
that it has inadvertently made confidential information public, it
can contact one of the participating jurisdictions and the filing
will be made private upon notification.
Additional nominal fees. The Amendments will
require issuers to create and maintain a SEDAR profile and to pay a
SEDAR system fee of $25 per filing of a report of exempt
distribution. This fee would be in addition to any filing fee
required in each CSA jurisdiction.
Voluntary filings. From December 7, 2015 to the
implementation on May 24, 2016, issuers can voluntarily submit
these exempt market filings electronically on SEDAR without paying
the system fee. The goal of the voluntary filing period is to
provide applicable issuers with time to transition to SEDAR.
Multiple portals and future integration. As
noted above, the Amendments are intended as an interim measure.
Although the Amendments will reduce the time and cost of multiple
paper filings, they will also result in three different filing
platforms among British Columbia, Ontario and the other CSA
jurisdictions. To address this inefficiency, the CSA advise that a
longer-term CSA project is underway to create a single integrated
filing system for exempt market filings that would further reduce
regulatory burden on market participants. The integrated filing
system will be part of the larger CSA systems renewal project.
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.
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).