Report of exempt distribution (Form 45-106F1)

A business that raises capital from investors can finish the paperwork with the investors and still owe a filing to a regulator. The Canadian Securities Administrators say issuers and underwriters that rely on certain exemptions must file the report within a prescribed timeframe. See planning financing for a purchase.

Which exemptions trigger it

Section 6.1(1) lists them. They include the accredited investor, family, friends and business associates, offering memorandum, minimum amount investment, asset acquisition and securities-for-debt exemptions. Section 6.2 sets out cases where no report is needed, including where another issuer or underwriter has already filed one for the same distribution. The Alberta Securities Commission says the private issuer exemption does not require one, so confirm which exemption was used.

What to check or ask

• Which exemption the issuer relied on, and whether section 6.1 lists it.
• Whether the report was filed, and on what date compared with the deadline.
• Where it was filed. Section 6.1(2) says the jurisdiction where the distribution takes place; the Alberta commission says it is filed with the commission.
• Whether a fee was paid. The Alberta commission refers to an associated fee.