New Report of Exemption Distribution (45-106F1) Becomes Effective June 30, 2016

Corporate Finance, Public Companies by


The new Form 45-106F1 requires a lot more information and now requires standardized electronic filing on SEDAR for reporting issuers and non-reporting issuers (i.e. private companies). For those submitting the new Form 46-106F1 in Ontario and BC, you must still use the BCSC and OSC websites. For all other provinces you must use SEDAR – this means setting up an issuer profile, have a SEDAR deposit account and then submitting your report and paying the provincial fee.  As well, you may need to change your subscription agreements to gather more information required in the new form.

Private Companies:

If you are not a reporting issuer (i.e. a private company), you now must use SEDAR to file all Form 45-106F1s and pay the fee at the time of filing (except for Ontario and BC). This means you need to be setup as a SEDAR filer with a deposit account which is costly and takes about 2 months to have your bank setup.

What’s in the New Form:

The new Form 45-106F1 is quite extensive. Here are a few of the many new items you will need to be aware of:

  • The new form requires a North American Industry Classification Standard (NAICS) code. If you don’t know yours already you can find it here;
  • There are now security codes to classify what type of securities you are issuing – no more describe the offering as you please, you must now conform to the list of security types;
  • You must submit info on directors, officers, insiders and promoters of the issuer with each 45-106F1; and
  • The confidential subscriber information has increased – you may need to adjust your subscription agreements to capture the new breadth of information required.

What Does the New Form Look Like?

The new Form 45-106F1 becomes effective on June 30, 2016. Basically you must use the new report if you filing deadline for the 10-day period lapses over June 30, 2016 date. The two schedules now required are: (i) Schedule 1 – Confidential Purchaser Information (which is similar to the old Schedule 1 but requires more information); and (ii) Schedule 2 – Confidential Director, Executive Officer, Promoter and Control Person Information (this is new and is required for all issuers – public or private).

Click here to see the new Form 45-106F1.

Click here to see the new Schedule 1.

Click here to see the new Schedule 2.

Let us File your Form 45-106F1s for You:

Let Corporate Counsel help you to file your report of exemption distribution easily, accurately, cost-effectively and within the 10-day timeframe. If you filed Form 45-106F1s on your own in the past, the new requirements for all provinces (except for Ontario and BC) will require you to use a filing agent or undertake a big process to set yourself up.

Corporate Counsel will gladly help you through this transition. Please feel free to contact us at any time with any questions at 416.519.6886 or info@corpcounsel.ca.