Private Placements


Raising Capital in Private Markets

Reporting and non-reporting issuers can raise capital through a series of private placement exemptions from the prospectus requirement. This latter form of capital raising is referred to as the exempt market. 

Reporting Requirements & Forms

If you have distributed securities under an exemption you must prepare and file a report of the distribution (distribution report) with us using Form 45-106F6 – British Columbia Report of Exempt Distribution. Some issuers are allowed to use Form 45-106F1 Report of Exempt Distribution; this includes mutual funds and certain closed-end investment trusts selling securities to accredited investors on an ongoing basis.

Some exemptions require the issuer to provide information to potential purchasers, including the offering memorandum exemption (see section 2.9 of NI 45-106) or the start-up crowdfunding exemption (see BC Instrument 45-535). If you have used either of these exemptions, you are also required to file with us the offering memorandum or the start-up crowdfunding offering document:

If you are a mining company and have used the offering memorandum exemption, you are also required to file a NI 43-101 technical report.

Deadline for Filing

You must file the distribution report and any related materials (such as an offering memorandum, NI 43-101 technical report or offering document) with us. The deadline for filing these materials is generally within 10 days after the distribution. There are some exceptions:

  • If you used the start-up crowdfunding exemption, the distribution report and the offering document are due within 30 days after the distribution
  • If you are an investment fund selling securities to accredited investors on an ongoing basis, you are allowed to file an annual report within 30 days of your financial year end.

Method of Filing & Paying Fees

In most cases, you must file the distribution report and any related materials (such as an offering memorandum, 43-101 technical report or offering document) with us electronically using BCSC eServices. Using eServices allows you to quickly and accurately prepare and file your distribution report and any related materials. You can save or re-assign an in-progress report, or amend a report you previously filed. You can also pay any required fees electronically either by credit card or by signing up for our electronic funds transfer program. eServices allows you to search for distribution reports and related materials filed by all issuers required to report distributions with the BCSC.

Investment funds that choose to file annually must file their annual distribution report by paper filing.

Related Links