Effective June 30, 2016, form 45-106F1 "Report of Exempt
Distribution", required for most securities issuances other
than prospectus offerings, will require issuers to disclose more
information about the offering and the issuer. This was first
reported in Clark Wilson's Securities Law Update in August
The Canadian Securities Administrators have added more
disclosure to their standard form, bringing it effectively to what
has been required in British Columbia alone for the past several
years. Once implemented, BC will no longer require an additional
form to be filed.
The new distribution report form (the "New Report")
introduces new information requirements, including disclosure of
additional details about the issuer
including its size and primary business activity,
identities of the directors,
executive officers and promoters of certain issuers,
identities of control persons of
certain issuers in a non-public schedule,
additional details about the
securities distributed and, for certain jurisdictions, details
about the documents provided in connection with the
specific details about the prospectus
exemptions relied on, both on an aggregate and per investor basis,
details about compensation paid to
registrants, connected persons, insiders and employees of the
issuer or the investment fund manager involved in the
All issuers, other than investment fund issuers filing reports
annually, must use the New Report for distributions that occur on
or after June 30, 2016. If an issuer completes a distribution
before June 30, 2016, and the deadline to file the report occurs
after June 30, 2016, the issuer must file the current report.
The CSA have revised CSA Staff Notice 45-308 (Revised) Guidance
for Preparing and Filing Reports of Exempt Distribution under
National Instrument 45-106 Prospectus Exemptions (Staff Notice
45-308) to provide guidance on how to complete and file the New
Report in the various CSA jurisdictions.
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.
To print this article, all you need is to be registered on Mondaq.com.
Click to Login as an existing user or Register so you can print this article.
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).