On August 13, 2015, the Canadian Securities Administrators
("CSA") proposed a new form 45-106F1 (the "Proposed
45-106F1"), which would replace both the current form 45-106F1
required in all provinces and the form 45-106F6 currently required
in British Columbia, both of which report on exempt distributions
of securities. Exempt distributions include all sales of securities
other than prospectus offerings. Currently, BC has a second
required form, form 45-106F6, as this jurisdiction alone has
required more detail and much more information about the issuer and
the investors in any exempt distribution conducted in or from
The Proposed 45-106F1 goes beyond either of the current exempt
distribution report forms in respect of the detail required about
the securities sale, including more information about the issuer,
detailed information about the issuer's directors and their
security holdings in the issuer (including amounts paid for these
securities), information about the securities sold and any offering
materials used to sell them, compensation to any party paid in
connection with the offering, details about the purchasers of the
securities, and specific details about which part of a prospectus
exemption was relied upon. For example, it would not be enough to
state that a purchaser is an "accredited investor", the
Proposed 45-106F1 would require detail about which category of
accredited investor each purchaser qualifies under.
If the Proposed 45-106F1 comes into force, BC would repeal form
45-106F6 so that in BC, like all other provinces, there would be
only one exempt distribution report to file for each offering.
The CSA has asked for comments on Proposed 45-106F1 to be
submitted by October 13, 2015. They have also posed specific
questions for commenters, which can be found here.
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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