New Form 45-106F6 British Columbia Report of Exempt Distribution

Effective October 3, 2011, the Commission has adopted a new form for reports of exempt distribution, Form 45-106F6 British Columbia Report of Exempt Distribution. An issuer distributing securities in British Columbia under certain prospectus exemptions is required to use the new Form 45-106F6 for any distribution occurring on or after October 3, 2011.

On December 9, 2011, the Commission ordered under BC Instrument 45-533 Exemptions from Form 45-106F6 requirements that certain issuers and underwriters are exempt from Form 45-106F6 requirements. There are a number of exemptions in BCI 45-533. Some of these exemptions allow certain issuers and underwriters to file the old Form 45-106F1 Report of Exempt Distribution. Other exemptions relieve issuers and underwriters from the insider information requirements in item 4 of Form 45-106F6.

Here is a summary of the exemptions in BCI 45-533: 

  • investment funds may continue to file the old Form 45-106F1Report of Exempt Distribution
  • non-reporting issuers may continue to file the old Form 45-106F1 provided the distribution is made only to permitted clients
  • foreign public issuers, subsidiaries of foreign public issuers and subsidiaries of reporting issuers are not required to provide the insider information required from non-reporting issuers in item 4 of Form 45-106F6
  • non-reporting issuers are no longer required to provide certain insider information, provided they complete the table in item 4 of Form 45-106F6 for each director, executive officer, control person and promoter of the issuer.

Some of these exemptions are also available to underwriters distributing securities of non-reporting issuers. Issuers or underwriters wanting to rely on any of these exemptions must ensure that they comply with the specific terms and conditions set out in the particular exemption.

The following information will assist issuers in understanding the new Form 45-106F6:

Notices announcing the new Form 45-106F6 and related instruments:

  • BCN 2011/34 Variation of BC Instrument 45-533 Exemptions [BCN]
  • BCN 2011/26 - Adoption of Form 45-106F6 British Columbia Report of Exempt Distribution and amendments to National Instrument 45-106 Prospectus and Registration Exemptions [BCN]
  • BCN 2011/25 - Adoption of BC Instrument 45-532 Exemption for use of information by representatives of the media and BC Instrument 45-533 Exemption from Form 45-106F6 requirements for investment funds and foreign public issuers [BCN]
  • BCN 2011/22 - Form 45-106F6 British Columbia Report of Exempt Distribution and amendments to National Instrument 45-106 Prospectus and Registration Exemptions [BCN]
  • BCN 2010/26 - Request for comment on proposed Form 45-106F6 British Columbia Report of Exempt Distribution and amendments to National Instrument 45-106 Prospectus and Registration Exemptions [BCN]

Commission staff have also presented on these changes: