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Issuer Regulation

Requirements for Issuers Quoted in U.S. Over-the-Counter Markets

Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets (MI 51-105 or the rule) regulates issuers whose securities are quoted or have received ticker symbols for quotation on the OTC Markets if:

  1. they have one or more of the significant connections to British Columbia listed in the section three of the rule,
  2. their securities are not quoted or listed on a North American exchange or quotation system listed in section one of the rule, and
  3. they have not been exempted from the rule by BC Instrument 51-512 Certain Private Placements.

The BC Securities Commission has imposed conditions of registration for investment dealers that trade in U.S. over-the-counter markets. The Conditions of Registration and Rule for U.S. Over-the-Counter markets page provides details about these conditions.

  • Basic Information & Effective Date
  • History
  • Streamlining Compliance
  • Improving Investor Protection
  • Forms
  • Disclosure Obligations
  • Guidance
  • Disclosure Obligations of Insiders
  • Exemptions for SEC Filers and Their Insiders
  • How does an OTC Markets company become a reporting issuer in B.C.?
  • About SEDAR
  • Mining Issuers

Basic Information & Effective Date

MI 51-105 designates these issuers as reporting issuers (OTC reporting issuers) under the Securities Act, and describes their disclosure obligations. It also describes how investors who acquire the issuer's securities in a private placement may re-sell them and restricts their use of certain exemptions in the Act.

Please refer to the rule for its specific provisions: Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets. The rule's Companion Policy, 51-105CP explains how the BCSC interprets and applies the rule.

MI 51-105 came into force on July 31, 2012.

History

On July 31, 2012, BCI 51-509 Issuers Quoted in the U.S. Over-the-Counter Markets was repealed and MI 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets came into force.

In doing so, we streamlined compliance, improved investor protection, and made related amendments to the forms, companion policy and local instruments and policies. These changes to BCI 51-509 located in MI 51-105 are not significant and are briefly described below.

Streamlining Compliance

1. Securities for services

BCI 51-509 restricts an OTC reporting issuer from using the securities for debt prospectus exemption. In MI 51-105, we permit OTC reporting issuers to use the exemption when issuing shares for services to related parties provided the consideration is reasonable, the debt is bona fide, and the price is at least market price.

2. Use of SEC Form 8-K as a material change report

Under BCI 51-509, an OTC reporting issuer must file a copy of its news release and a material change report. In MI 51-105, we permit the issuer to file its SEC Form 8-K Current Report instead of a material change report.

3. Resale of seed stock exemptions

In BCI 51-509, we provide an exemption for the resale of seed stock. In MI 51-105, we added resale exemptions for corporate transactions, including bids, amalgamations, reorganizations and dissolutions.

4. Addition of shorter form of Personal Information Form

BCI 51-509 requires a person to file a personal information form. In MI 51-105, we permit a person to file a shorter form of personal information form. Specifically, if a person has filed a personal information form with the BCSC, the Toronto Stock Exchange or TSX Venture Exchange and the information has not changed, the person may instead file Form 51-105F3B Personal Information Form and Authorization of Indirect Collection, Use and Disclosure of Personal Information.

5. Definition of promotional activities

BCI 51-509 relies on the definition in the British Columbia Securities Act of investor relations activities. In MI 51-105, we included a similar definition of those activities.

6. Alpha Exchange

In MI 51-105, we indicate that issuers listed on the Alpha Exchange will not be subject to MI 51-105.

Improving Investor Protection

7. Insider reports

In BCI 51-509, insiders of OTC reporting issuers may comply with their obligations to file insider reports by complying with their insider reporting obligations under U.S. federal securities law. However, insiders of some OTC issuers are not required to file insider reports under U.S. federal securities law. In MI 51-105, we added a provision that requires these insiders to file insider reports in Canada.

8. Certification requirements

In MI 51-105, we require OTC reporting issuers to file the same certificates as venture issuers for annual and interim filings.

Forms

Forms called for in the rule:

Disclosure Obligations

Some of the key disclosure rules that apply to OTC reporting issuers:

View the continuous disclosure filing calendar, which shows due dates for annual and interim filing requirements.

Guidance

Here are links to policies that provide guidance to reporting issuers about disclosure obligations generally:

Most instruments that impose disclosure obligations have companion policies that also provide guidance.

Disclosure Obligations of Insiders

Insiders of an OTC reporting issuer have the same obligations as insiders of other reporting issuers. You can learn more about the System for Electronic Disclosure by Insiders (SEDI) and find other information about insider reporting and other responsibilities on our Insiders page.

Exemptions for SEC Filers and Their Insiders

An OTC reporting issuer that has a class of securities registered under section 12 of the U.S. Securities Exchange Act of 1934 or is required to file reports under section 15(d) of that Act may have exemptions from most continuous disclosure requirements. Insiders of these issuers may have exemptions from insider reporting requirements.

The most common exemptions from continuous disclosure requirements for SEC filers and their insiders are in:

Please refer to Companion Policy 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets for further guidance.

How does an OTC Markets company become a reporting issuer in B.C.?

Under MI 51-105, an OTC Markets company will be a reporting issuer if:

  • it has any of the significant connections to British Columbia (through management, investor relations, or the sale of seed shares) set out in section 3 of that rule, and
  • its securities are not listed on one of the following exchange or quotation systems:
    1. TSX-Venture Exchange Inc.,
    2. TSX Inc.,
    3. Canadian National Stock Exchange,
    4. Alpha Exchange Inc.,
    5. New York Stock Exchange LLC.,
    6. NYSE Amex LLC.,
    7. NASDAQ Stock Market LLC, or
    8. Aequitas NEO Exchange Inc.

An OTC quoted company that is not designated as an OTC reporting issuer under MI 51-105 can become a reporting issuer by filing a non-offering prospectus with the BCSC or by applying to the BCSC for an order to designate them a reporting issuer in B.C. If the company is already a reporting issuer in another Canadian jurisdiction, it can file a notice to become a public issuer in B.C. See BCP 12-601 and the definition of "reporting issuer" in section 1 of the Securities Act.

About SEDAR

SEDAR is the System for Electronic Document Analysis and Retrieval, the electronic filing system for reporting issuers to file certain documents with the Canadian securities regulatory authorities, including the BCSC.

Mining Issuers

If you are a mining issuer, you may wish to refer to additional documents in our Mining section.