In 2015, securities regulators in British Columbia,
Saskatchewan, Manitoba, Québec, New Brunswick and Nova
Scotia (the Participating Jurisdictions) adopted substantially
harmonized registration and prospectus exemptions proposed under
Multilateral Instrument 45-108 – Crowdfunding (MI 45-108).
The start-up crowdfunding exemptions (the Crowdfunding Exemptions),
which aim to provide start-up and early stage companies with an
alternative to raise capital with fewer disclosure requirements,
were discussed in our bulletin Certain Canadian Securities Regulators Adopt
Crowdfunding Prospectus Exemption for Start-ups. The
Participating Jurisdictions implemented the Crowdfunding Exemptions
by way of local blanket orders (Exemption Orders).
Effective June 30, 2016, the Participating Jurisdictions (except
British Columbia) have made additional amendments1 to
the Exemption Orders and corresponding start-up forms and guides
The Amendments reflect the new filing requirements relating to exempt
market filings that came into force on May 24, 2016, specifically
the new requirement in all Participating Jurisdictions (except
British Columbia) that issuers with exempt market filings
electronically file their offering document and report of exempt
distribution through the System for Electronic Document Analysis
and Retrieval (SEDAR). Although issuers in British Columbia will
continue to file through BCSC eServices, they are now required to file a
new Form 45-106F1 Report of Exempt Distribution.
The Participating Jurisdictions anticipate that the Amendments
will provide additional clarification regarding the expectations on
funding portals and issuers relying on the Crowdfunding Exemptions.
The Amendments also include changes of a housekeeping nature.
Those interested in the Crowdfunding Exemptions are encouraged
to review the details in Multilateral Instrument 45-108 –
Crowdfunding or seek legal advice to determine if this
exemption is a good fit for your start-up's capital raising
1 On January 25, 2016, the Participating Jurisdictions,
with the exception of British Columbia, amended the Exemption Orders to allow a
funding portal registered as a restricted dealer and authorized
under the terms and conditions of MI 45-108 to facilitate the
distribution of securities under the start-up crowdfunding
The foregoing provides only an overview and does not
constitute legal advice. Readers are cautioned against making any
decisions based on this material alone. Rather, specific legal
advice should be obtained.
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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