Using a prospectus exemption is not the end of the obligation, it is the start of one. National Instrument 45-106 section 6.1(2) gives an issuer 10 days from the distribution to file a report, on Form 45-106F1, in every jurisdiction of Canada where a purchaser resides — each with its own fee.
Key takeaways
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Part 6 of NI 45-106 is headed Reporting Requirements, and section 6.1(2) is the whole deadline: “The issuer or underwriter must file the report in the jurisdiction where the distribution takes place no later than 10 days after the distribution.” The clock runs from the distribution itself, not from the day the subscription documents are collated.
A raise with several closings does not get one deadline. Form 45-106F1 allows one report only where the closings are bunched: “An issuer may use one report for multiple distributions occurring within 10 days of each other, provided the report is filed on or before the 10th day following the first distribution date.” Closings three weeks apart are two reports. Investment funds may instead file “not later than 30 days after the end of the calendar year”.
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Section 6.1(1) names what pulls the report along: accredited investor (section 2.3, or in Ontario section 73.3 of the Securities Act), family, friends and business associates, offering memorandum, minimum amount investment, asset acquisition, securities for debt, isolated distribution, a TSX Venture Exchange offering and listed issuer financing. Which one you relied on is a separate question — see friends and family capital.
Two carve-outs sit in section 6.2: the issuer’s own debt securities sold to a Canadian financial institution or a Schedule III bank, and a security already reported by another issuer. The duty can also arrive from outside the instrument — the form warns that it “might also be a condition of a prospectus exemption provided in a national, multilateral or local rule or instrument, or a condition of an exemptive relief order.” Start-up crowdfunding runs on 30 days instead (CSA filing tips).
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The trigger is geography, and it is the purchaser’s. Companion Policy 45-106CP s.1.3: “A distribution can occur in more than one jurisdiction. If it does, the person conducting the distribution must comply with the securities legislation of each jurisdiction in which the distribution occurs.” The CSA’s questions and answers close the loop: “In all cases, a distribution occurs when a distribution is made to a purchaser resident in that jurisdiction.”
Its worked example, an Alberta issuer selling to a purchaser resident in Saskatchewan, does not yield one filing: “The issuer must file a report in each jurisdiction where the distribution occurred.” Where that is unclear the guidance is to over-file: “If an issuer is uncertain as to whether a distribution has occurred in a jurisdiction of Canada, the issuer should file the report in that jurisdiction.”
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Form 45-106F1 permits consolidation: “the issuer or underwriter may satisfy its obligation to file the report by completing a single report identifying all purchasers, and file the report in each jurisdiction of Canada in which the distribution occurs” — one document, filed several times, through SEDAR+.
What consolidation does not do is consolidate the money. The same instruction adds that “Filing fees payable in a particular jurisdiction are not affected by identifying all purchasers in a single report”, and points you elsewhere for the number: consult the securities legislation of each jurisdiction. There is no national fee and no national rate.
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Items 1 to 6 assemble a profile most founders have never compiled: whether the report is new or amended, who certifies it, the issuer’s full legal name, its legal entity identifier, a six-digit North American Industry Classification Standard code, an employee band, and tick-boxes for whether it invests substantially all its assets in mortgages, real estate, debt, private companies or cryptoassets.
Item 7 takes the distribution apart by currency, dates, security code, number of securities and price. Item 7(f) decides how many filings you owe: a table stating the amount and the number of purchasers for “each jurisdiction of Canada and foreign jurisdiction where a purchaser resides and for each exemption relied on in Canada for that distribution”. Items 8 and 9 name everyone compensated and every director, officer and promoter. The OSC keeps filer guidance beside the form.
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The confidential schedule is where a raise stops being a summary. It wants, for every purchaser, the legal name, residential street address, postal code, country, telephone number and email address, plus the distribution date, the number of securities and the amount paid — and “Schedule 1 must be filed in the format of an Excel spreadsheet in a form acceptable to the securities regulatory authority or regulator.”
It also asks the issuer to show its homework: for each purchaser, the rule, section and subsection of the exemption relied on and, where that is section 2.3, the paragraph of the accredited investor definition that applies to that person, and whether that purchaser is a registrant or an insider. An issuer that never recorded which limb each investor satisfied finds out on day nine; Treadstone Law covers those qualifying tests separately. The schedule is shielded, not sealed: “The information in this schedule will not be placed on the public file of any securities regulatory authority or regulator.”
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Item 10 is a personal statement, not a corporate formality: the signatory certifies that, “having exercised reasonable diligence, the information provided in this report is true and, to the extent required, complete.” It may be delegated only to an agent authorised by an officer or director, and the signature must be typed rather than handwritten.
A false certificate is not merely a filing problem. Under the Securities Act (Ontario) section 122(1)(b) it is an offence to make a materially misleading or untrue statement in any “other document required to be filed or furnished under Ontario securities law”, subject to the due diligence defence in subsection (2) — which is why the certificate is worded around diligence.
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Ontario prices it flat: Appendix F of OSC Rule 13-502 Fees sets $350 for the “Filing of a Form 45-106F1 for a distribution of securities of an issuer under an exemption from the prospectus requirement”. British Columbia prices it on proceeds: item 16 of section 22 of the Securities Regulation charges the greater of $200 and “0.03% or, in the case of a money market fund, 0.01%, of the gross proceeds realized by the issuer from the distribution of the securities described in the report to purchasers in British Columbia”.
Alberta uses that shape at a different rate: section 11 of ASC Rule 13-501 Fees charges the greater of $200 and 0.025% of the proceeds from Alberta purchasers. The BCSC works its own example — $3,000,000 to BC residents yields $900; the same sum gives $350 in Ontario and $750 in Alberta, my arithmetic on their rates. A SEDAR+ system fee sits on top: Appendix A of MI 13-102 as adopted in British Columbia prices a report at $64 from 28 November 2025, paid once to the principal regulator, not per jurisdiction.
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Ontario charges by the day and caps by the year. Section 40(1) of OSC Rule 13-502 makes the fee payable on filing; Appendix G sets it: “$100 for every day in the year following the date the form was required to be filed by a person or company until the date the form is filed, to a maximum of $5,000 for the year for all Form 45-106F1s required to be filed by the person or company in the year.”
Alberta charges by the day and caps by the report: section 11(4) of ASC Rule 13-501 imposes a “late fee of $100 for each day that elapses between the date the report was required to be filed and the date on which the report is filed”, and subsection (5) fixes “the maximum late fee payable by a person or company as a result of the operation of this section is $1000 per report”. Ten late reports in a year stop at $5,000 in Ontario and reach $10,000 in Alberta. British Columbia adds no late tier to this filing at all, though items 17 and 18 of its fee table charge more for financial statements filed late.
The fee is what almost always happens; it is not the limit of what can. Failing to file contravenes section 6.1, and under section 122(1)(c) a person or company that contravenes Ontario securities law “is guilty of an offence and on conviction is liable to a fine of not more than $10 million or to imprisonment for a term of not more than five years less a day, or to both.” Relief is discretionary: under section 7.1(2) only the Ontario regulator may grant one, and only from Part 6.
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Diarise the tenth day from each distribution date rather than from closing. Collect residential addresses at subscription, because they decide which regulators you file with and how many fees you pay. Record the exemption purchaser by purchaser at the moment you rely on it — Treadstone Law’s answer on share subscription agreements covers the document that should capture it. And read the exemption or order you are using, because filing is sometimes a condition of it.
This is the last item on a financing list that starts long before it: raising outside equity and setting up an acquisition vehicle sit ahead of it, and Treadstone Law’s primer on raising money, its investor checklist and its case study on an undocumented family raise each name the report without reaching its deadline or fees.
It files one report but submits it in each jurisdiction where a purchaser resides. Form 45-106F1 lets an issuer identify all purchasers in a single document, but that document still has to be filed separately in every jurisdiction the distribution touched, and the filing fee in each one is not reduced by consolidating the report.
No, not if the closings are more than 10 days apart. National Instrument 45-106 lets an issuer use a single report only for multiple distributions occurring within 10 days of each other, filed by the 10th day after the first distribution; closings spaced further apart than that each start their own 10-day clock and require their own report.
No. Each jurisdiction sets its own fee. Ontario charges a flat $350, British Columbia charges the greater of $200 and 0.03% of the proceeds raised from BC residents, and Alberta charges the greater of $200 and 0.025% of Alberta proceeds — so the same raise can cost different amounts to report depending on where the purchasers live.
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