Ontario co-operatives have a unique exemption from the
requirements of the Ontario Securities Act. Subject to
some limited exemptions, co-operatives that have more than 35
members/investors or will have more than 35 members/investors with
the offering, can file an Offering Statement with the Financial
Services Commission of Ontario ("FSCO") and obtain a
receipt therefore in order to be able to sell the securities being
offered in lieu of obtaining a prospectus pursuant to the
provisions of the Ontario Securities Act. Once the receipt
has been issued, securities can then be offered for the sale by the
What is a little known fact is that for several years members of
the general public could attend at FSCO's offices and make a
copy of any receipted Offering Statement. However, effective July
1, 2016, FSCO is now publishing the following information on their
website in connection with receipted Offering Statements: the name
of the co-operative, its corporation number, the date of receipt,
the date of expiry, the minimum and maximum amount of the offering
and the website contact information of the co-operative
While this change seems relatively innocuous, FSCO has advised
it is their intention to at some point in the future post
all receipted Offering Statements on its website in their
entirety. The level of disclosure of information required in an
Offering Statement is "full true and plain disclosure of all
material facts". Many co-operatives are in competition with
private businesses that do not have the level of public disclosure
that co-operatives do. Although this information is currently
available to the general public, an effort must be undertaken to
obtain it. The posting of receipted Offering Statements online will
make this information easily accessible to anyone, including
competitors of a co-operative.
Will FSCO allow sensitive business information to be withheld
from an Offering Statement for commercially competitive reasons?
That remains to be seen. However, this is an issue that should be
on the radar screen of co-operatives who do or are planning to
issue an Offering Statement at some future date.
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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