Private Placements

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. For more information, see "Exemptions you can use to fund your business" in Private and Early Stage Businesses: What you need to know to raise money.

See our Frequently Asked Questions about Exempt Distributions.

Reporting Requirements and Forms

If you have distributed securities under an exemption you must prepare and file a report of the exempt offering using: Form 45-106F1 - Report of Exempt Distribution for distributions prior to October 3, 2011. For distributions on or after October 3, 2011, you need to use Form 45-106F6 - British Columbia Report of Exempt Distribution. Mutual funds and certain closed-end investment trusts selling securities to accredited investors on an ongoing basis must also report their distributions to us using one of these forms. Form 45-106F1 or Form 45-106F6 must be filed within the required time under National Instrument 45-106 Prospectus and Registration Exemptions.

Investment Funds filing their reports on an annual basis must do so by paper filing.

If you have relied on the Offering Memorandum (OM) exemption to distribute securities (see section 2.9 of NI 45-106 - For financial years beginning before January 1, 2011 / 45-106 - For financial years beginning on or after January 1, 2011) you must file a copy of the offering memorandum with us on or before the 10th day after the distribution (see section 2.9(16) of NI 45-106).

Form 45-106F2 - Offering Memorandum for Non-Qualifying Issuers - For financial years beginning before January 1, 2011
Form 45-106F2 - Offering Memorandum for Non-Qualifying Issuers - For financial years beginning on or after January 1, 2011
Form 45-106F3 - Offering Memorandum for Qualifying Issuers - For financial years beginning before January 1, 2011
Form 45-106F3 - Offering Memorandum for Qualifying Issuers - For financial years beginning on or after January 1, 2011
Form 45-106F4 - Risk Acknowledgement

Filing your distribution report and related materials and paying fees

You must file your distribution report electronically using BCSC eServices. Using eServices allows you to quickly and accurately prepare and file your distribution report, offering memorandum or National Instrument 43-101 technical report (for mining issuers). 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 offering memoranda filed by all issuers required to report distributions with the BCSC.

See our Frequently Asked Questions about eServices.

Private Placements

Reporting Requirements and Forms

Filing your distribution report and related materials and paying fees

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