Securities Law & Instruments

Form 45-106F1 Report of Exempt Distribution


On this page:

  1. What is a report of exempt distribution?
  2. Guidance on completing and filing Form 45-106F1
  3. 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 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.