Amendments to National Instrument 45-108: ASC Crowdfunding Exemption [Completed]

Issued: October 31, 2016

Ef­fec­tive date:

October 31, 2016

Last up­dated:

October 2016

Overview

In July, 2016 the Alberta Securities Commission (ASC) announced that it is moving forward with two initiatives designed to facilitate capital-raising for small and medium-sized enterprises while providing appropriate investor protection.

Firstly, on July 26, 2016, the ASC adopted ASC Rule 45-517 Prospectus Exemption for Start-up Businesses (ASC Rule 45-517). The new rule is available immediately to help facilitate Alberta-based small or start-up issuers seeking to raise modest amounts of capital from Alberta investors. ASC Rule 45-517 provides a prospectus exemption that can be used with or without a funding portal or other registered dealer. It is designed to clearly explain and limit risks for investors.

Subsequently, on October 31, 2016, the ASC adopted Multilateral Instrument 45-108, Crowdfunding (MI 45-108). The new rule is available immediately and introduces a crowdfunding prospectus exemption for issuers as well as a registration framework for funding portals.

The key elements of the two regimes are described briefly below. Details on ASC Rule 45-517 and MI 45-108 can be found on the ASC website at www.albertasecurities.com.

ASC Rule 45-517
(available for use immediately as of July 26, 2016)

 

MI 45-408
(available for use immediately as of October 31, 2016)

Investment Limits

$1,500/distribution
$5,000 with positive suitability advice from a registered dealer

$2,500/distribution
$25,000 for accredited investors
Offering Limits

$250,000 per offering
Maximum 2 offerings/year
Lifetime limit $1,000,000

$1,500,000/12 months
Online Funding Portals

Use of funding portal not require

Use of funding portal required

Other developments

October 2016

On October 31, 2016, the ASC announced that it has adopted Multilateral Instrument 45-108, Crowdfunding (MI 45-108). The new rule is available immediately and introduces a crowdfunding prospectus exemption for issuers as well as a registration framework for funding portals.

July 2016

On July 26, 2016, the ASC announced that it is moving forward with two initiatives designed to facilitate capital-raising for small and medium-sized enterprises while providing appropriate investor protection.

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