The securities regulatory authorities in Manitoba, Ontario, Quebec, New Brunswick and Nova Scotia have published Multilateral Instrument 45-108 Crowdfunding (MI 45-108). The rules include a crowdfunding prospectus exemption and a registration framework for funding portals.
MI 45-108 is intended to facilitate online capital-raising activities by start-ups and small and medium-sized enterprises, subject, however, to certain investment limits on the part of both the issuer and the investor. Issuers are required to prepare an offering document disclosing various particulars of an issuer and its business and are subject to liability for misrepresentations in the offering document. Non-reporting issuers are required to provide investors with annual financial statements and a notice of use of proceeds. In Ontario, New Brunswick and Nova Scotia, non-reporting issuers must also provide notice of a discontinuation of the issuer's business, a change in industry or a change of control. Reporting issuers must comply with their usual continuous disclosure obligations.
The offered securities must only be distributed through a single funding portal registered as an investment dealer, exempt market dealer or a restricted dealer. The offering document (and other permitted materials) must be posted solely on the funding portal's online platform.
The Financial and Consumer Affairs Authority of Saskatchewan, which participated in the development of MI 45-108, is republishing MI 45-108 for a 60-day comment period. MI 45-108 is expected to come into force in Manitoba, Ontario, Quebec, New Brunswick and Nova Scotia on January 25, 2016
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