Securities Law

41-101CP - General Prospectus Requirements [CP- Rescinded] - For financial years beginning before January 1, 2011

Published Date: 2008-03-13
Effective Date: 2008-03-17
Rescinded Date: 2013-05-14

Concurrently Published:

This is an unofficial consolidation of Companion Policy 41-101CP General Prospectus Requirement  that does not reflect amendments made effective January 1, 2011 in connection with Canada’s changeover to IFRS. This consolidation generally applies to a prospectus that includes financial statements for periods relating to financial years beginning before January 1, 2011. This document is for reference purposes only and is not an official statement of the law. 

Table of Contents

PART 1 Introduction, Interrelationship with Securities Legislation, and Definitions

1.1  Introduction and purpose
1.2  Interrelationship with other securities legislation
1.3  Definitions

PART 2 General Requirements

2.1  Experience of officers and directors
2.2  Role of underwriter
2.3  Indirect distributions
2.4  Over-allocation
2.5  Distribution of securities under a prospectus to an underwriter
2.6  Certificates
2.7  Promoters of issuers of asset-backed securities
2.8  Special warrants
2.9  Offerings of convertible or exchangeable securities
2.10 Lapse date

PART 3 Filing and Receipting Requirements

3.1  Extension of 90-day period for issuance of final receipt
3.2  Confidential material change reports
3.3  Supporting documents
3.4  Consents of lawyers
3.5  Documents affecting the rights of securityholders
3.6  Material contracts
3.7  Response letters and marked-up copies
3.8  Undertaking in respect of credit supporter disclosure, including financial statements
3.9  Disclosure of investigations or proceedings
3.10  Amendments
3.11  Reduced price distributions
3.12 Licences, registrations and approvals
3.13  Registration requirements

PART 4 General Content of Long Form Prospectus

4.1  Style of long form prospectus
4.2  Pricing disclosure
4.3  Principal purposes - generally
4.4  MD&A
4.5  Distribution of asset-backed securities
4.6  Distribution of derivatives and underlying securities
4.7  Restricted securities
4.8  Credit supporter disclosure
4.9  Exemptions for certain issues of guaranteed securities
4.10 Previously disclosed material forward-looking information

PART 5 Content of Long Form Prospectus (Financial Statements)

5.1  Exemptions from financial disclosure requirements
5.2  General financial statement requirements
5.3  Interpretation of issuer - primary business
5.4  Interpretation of issuer - predecessor entity
5.5  Sufficiency of financial history included in a long form prospectus
5.6  Applications for exemption from requirement to include financial statements of the issuer
5.7  Additional information
5.8  Audit and review of financial statements included or incorporated by reference into a long form prospectus
5.9  Financial statement disclosure for significant acquisitions
5.10 Pro forma financial statements for acquisitions of a predecessor entity, a business or businesses acquired by the issuer, or other entity

PART 6 Advertising or Marketing Activities in Connection with a Prospectus Offering

6.1  Scope
6.2  The prospectus requirement
6.3  Advertising or marketing activities
6.4  Pre-marketing and solicitations of expressions of interest in the context of a bought deal
6.5  Advertising or marketing activities during the waiting period
6.6  Green sheets
6.7  Advertising or marketing activities following the issuance of a receipt for a final prospectus
6.8  Sanctions and enforcement
6.9  Media reports and coverage
6.10  Disclosure practices
6.11  Misleading or untrue statements

Appendix A Financial Statement Disclosure Requirements for Significant Acquisitions