E-Form 45-106F1 for Investment Fund Issuer

National Instrument

April 15, 2009

Form 45-106F1 Report of Exempt Distribution

On this page:

What is a report of exempt distribution?
Guidance on completing and filing Form 45-106F1
File a Form 45-106F1

What is a report of exempt distribution?

Companies and underwriters must report certain exempt distributions to the OSC by completing and filing Form 45-106F1 Report of Exempt Distribution (Form 45-106F1) through the OSC's Electronic Filing Portal (see: File a Form 45-106F1) and pay the applicable filing fee. Form 45-106F1 must be filed no later than 10 days after the distribution. Investment funds relying on certain prospectus exemptions have the option of filing Form 45-106F1 on an annual basis, within 30 days of the end of the calendar year.

Form 45-106F1 must be filed electronically for distributions under:

section 73.3(2) of the Securities Act (Ontario) [Accredited investor]
section 73.5(2) of the Securities Act (Ontario) [Government incentive security]
certain prospectus exemptions in National Instrument 45-106 Prospectus Exemptions
Multilateral Instrument 45-108 Crowdfunding

A new Form 45-106F1 Report of Exempt Distribution came into force on June 30, 2016. For more information, see CSA Notice of Amendments to National Instrument 45-106 Prospectus Exemptions relating to Reports of Exempt Distribution.

Updates

On February 7, 2019, the CSA published a staff notice to clarify when Form 45-106F1 is required to be filed, and fees paid, for exempt distributions involving fully managed accounts.

On October 4, 2018, the CSA republished a revised version of CSA Staff Notice 45-308 to reflect the Alberta Securities Commission (ASC) repeal and replacement of ASC Rule 72-501 Distributions to Purchasers Outside Alberta.

On July 19, 2018, the CSA published amendments (the Rule Amendments) to National Instrument 45-106 Prospectus Exemptions (NI 45-106) to amend Form 45-106F1 Report of Exempt Distribution (the Report). The CSA is also making a related change to Companion Policy 45-106CP Prospectus Exemptions (45-106CP). The CSA has published concurrently a revised version of CSA Staff Notice 45-308 to reflect the amendments. The CSA has also revised the Schedule 1 Excel template The amendments came into force on October 5, 2018 in all CSA jurisdictions.

On June 8, 2017, the CSA published for comment proposed amendments to NI 45-106 that would amend the report of exempt distribution set out in the Report. The proposed amendments are intended to address concerns raised by stakeholders about the certification and certain information requirements in the Report.

On July 5, 2016, the OSC delivered to the Minister of Finance for approval an amendment instrument (the Amendment Instrument) that would, in Ontario only, amend National Instrument 45-106 Prospectus Exemptions (NI 45-106). Specifically, the Amendment Instrument amends Form 45-106F1 Report of Exempt Distribution of NI 45-106 to exempt certain foreign issuers from the requirement to identify whether a purchaser is a registrant or an insider of the issuer. The Amendment Instrument and accompanying notice of publication were published in Chapter 5 of the OSC Bulletin and on the OSC website on July 7, 2016. The Amendment Instrument was approved by the Minister of Finance on July 14, 2016 and came into force on July 29, 2016. The other CSA jurisdictions have issued blanket orders to provide the same relief as the Amendment Instrument. A CSA Staff Notice referring to the blanket orders and Amendment Instrument was also published on July 7, 2016.

On September 29, 2016, the CSA re-issued CSA Staff Notice 45-308 (Revised) Guidance for Preparing and Filing Reports of Exempt Distribution. This CSA Staff Notice includes revised guidance to alleviate certain of the concerns expressed by foreign dealers conducting offerings into Canada, as well as Canadian institutional investors, about the certification requirement in the new report of exempt distribution and other related issues. A copy of CSA Staff Notice 45-308 (Revised) highlighting the changes made in response to the comments is also available on the OSC website.

Guidance on completing and filing Form 45-106F1

File a Form 45-106F1

Select your issuer type

For guidance determining regarding whether an issuer is an investment fund, refer to section 1.1 of National Instrument 81-106 Investment Fund Continuous Disclosure and the companion policy to NI 81-106, or consult with a lawyer.

Non-investment Fund

Investment Fund

Indicate filing type

10-Day Filing – for issuers that are reporting distributions occurring within a 10-day period pursuant to section 6.1 of National Instrument 45-106 Prospectus Exemptions

Annual Filing – for issuers that are reporting distributions on an annual basis pursuant to subsection 6.2(2) of National Instrument 45-106 Prospectus Exemptions

10-day filing

Annual filing

Indicate financial year-end

Please provide the financial year-end of the investment fund for the distributions that are being reported. For example, if your financial year-end is December 31, 2016, you should be reporting distributions that took place between January 1, 2016 and December 31, 2016.

Do not file until January 2017

Please note that further to amendments to National Instrument 45-106 Prospectus Exemptions that became effective as of June 30, 2016, annual filers are required to file on a calendar year-end basis (as opposed to financial year-end reporting).

For further information on this transition to calendar year-end annual reporting and the required reporting requirements as part of this transition, please refer to Annex H (Transition to the New Report) of the CSA Notice of Amendments to National Instrument 45-106 Prospectus Exemptions relating to Reports of Exempt Distribution (CSA Notice of Amendments to National Instrument 45-106 Prospectus Exemptions relating to Reports of Exempt Distribution)

NOTE: If you are relying on a prospectus exemption in NI 45-106 and you are required to file Form 45-106F1, please enter the distribution period below.

If you are relying on a prospectus exemption in OSC Rule 72-503 and are required to file Form 72-503F, this is not the correct page. Please continue to the Reporting Issuer and Issuer Forms page, complete the fillable PDF form and file it via the electronic filing portal.

If you are an issuer other than an investment fund relying on a prospectus exemption in OSC Rule 72-503, OSC Staff would not object to you filing a Form 45-106F1 instead of a Form 72-503F provided (a) you complete Form 45-106F1 within the time frame required for the filing of that form, (b) the Form 45-106F1 includes the information that would otherwise be required in Form 72-503F, (c) Form 45-106F1 is completed in its entirety (including the schedules), and (d) you pay the prescribed filing fee for Form 45-106F1.

Enter distribution period

Enter the distribution start and end dates for the distribution period covered by the report. If the report is being filed for distributions occurring on multiple dates, please note that such distributions must occur within a 10-day period. If the report is being filed for distributions occurring only on one date, enter the distribution date as both the start and end dates.

Enter distribution period

State the distribution start and end dates for the distribution period covered by the report

Do not file until January 2018

For reported distributions that occur after January 1, 2017, annual filers are required to file on a calendar year-end basis and are required to file the report not later than 30 days after the calendar year-end (no later than January 30).

For further information on this transition, please refer to Annex H (Transition to the New Report) of the CSA Notice of Amendments to National Instrument 45-106 Prospectus Exemptions relating to Reports of Exempt Distribution (CSA Notice of Amendments to National Instrument 45-106 Prospectus Exemptions relating to Reports of Exempt Distribution)

Old Form

If you are filing or amending a report for a distribution that occurred prior to June 30th please contact the OSC Contact Centre for instructions on how to proceed.

Instructions to New Form

Contacts - securities regulatory authorities and regulators

Contact information of public officials regarding indirect collection of information

→

Online Form (New Form)

Non-investment fund issuer - 45-106F1 Report of Exempt Distribution

Based on the distribution period covered by the report, you may file either the Form 45-106F1 that was in force prior to June 30, 2016 (the Old Form) OR the current Form 45-106F1 (the New Form).

Old Form

If you are filing or amending a report for a distribution that occurred prior to June 30th please contact the OSC Contact Centre for instructions on how to proceed.

Instructions to New Form

Contacts - securities regulatory authorities and regulators

Contact information of public officials regarding indirect collection of information

→

Online Form (New Form)

Non-investment fund issuer - 45-106F1 Report of Exempt Distribution

Old Form

If you are filing or amending a report for a distribution that occurred prior to June 30th please contact the OSC Contact Centre for instructions on how to proceed.

→

Online Form (Old Form)

Investment fund issuer - 45-106F1 Report of Exempt Distribution

Instructions to New Form

Contacts - securities regulatory authorities and regulators

Contact information of public officials regarding indirect collection of information

→

Online Form (New Form)

Investment fund issuer - 45-106F1 Report of Exempt Distribution

Old Form

If you are filing or amending a report for a distribution that occurred prior to June 30th please contact the OSC Contact Centre for instructions on how to proceed.

Instructions to New Form

Contacts - securities regulatory authorities and regulators

Contact information of public officials regarding indirect collection of information

→