45-106, Prospectus Exemptions

Effective date:

September 14, 2005, except for subsequent amendments.

Published by the OSC:

July 8, 2005



This Instrument includes prospectus exemptions to facilitate capital raising for business enterprises, particularly start-ups and SMEs, while protecting the interests of investors.

The Canadian Securities Administrators have implemented National Instrument 45-106 Prospectus Exemptions (NI 45-106) and National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Exemptions (NI 31-103) in order to consolidate and harmonize most of the prospectus and registration exemptions available under Canadian securities laws. However, there remain a limited number of local exemptions in each jurisdiction - including in Ontario under Rule 45-501 Ontario Prospectus and Registration Exemptions.

Recent developments




March 13, 2014 Amendments to Local Exemptions adopted by certain provinces The securities regulatory authorities in British Columbia, Alberta, Saskatchewan, Manitoba, Québec, New Brunswick, Nova Scotia, Yukon, Northwest Territories, Nunavut, and Prince Edward Island adopted a prospectus exemption (the Existing Security Holder Exemption) that, subject to certain conditions, will allow issuers listed on the Toronto Stock Exchange, TSX Venture Exchange, and the Canadian Securities Exchange to raise money by distributing securities to their existing security holders. See press release.
February 19, 2015 Amendments to NI 45-106 adopted by the CSA (all jurisdictions) The CSA (all jurisdictions) adopted two sets of amendments to National Instrument 45-106. The first set of amendments relates to the accredited investor prospectus exemption (AI Exemption) and the minimum amount investment prospectus exemption (MA Exemption). The second set of amendments relates to the short-term debt prospectus exemption (short-term debt exemption) in NI 45-106. The amendments will come into force on May 5, 2015.  See press release.
May 14, 2015 Amendments to Local Exemptions adopted by certain provinces The securities regulators of British Columbia, Saskatchewan, Manitoba, Québec, New Brunswick and Nova Scotia announced they have, as of May 14, 2015, implemented, or expect to implement, registration and prospectus exemptions that will allow start-ups and early‑stage companies to raise capital through crowdfunding in these jurisdictions, subject to certain conditions (the Start-up Crowdfunding Exemption). See press release.
May 21, 2015 Summary of Local Exemptions related to NI 41-106 CSA Staff Notice 45-304 (Revised) being a Summary as at May 21, 2015 of the current Local Exemptions related to NI 45-106 and NI 31-103.  See Staff Notice.
September 3, 2015 Amendments

The definition of "venture issuer" is amended to recognize "Aequitas NEO Exchange Inc." as a senior exchange.

The amendments are effective on November 17, 2015.

September 24, 2015 Amendments

The amendments create a prospectus exemption that is available only to reporting issuers, but not investment funds subject to National Instrument 81-102, Investment Funds.

The amendments are effective on December 8, 2015. See press release.

October 29, 2015 Amendments

The offering memorandum exemption will now be available in all jurisdictions of Canada.

The amendments will introduce an offering memorandum prospectus exemption in Ontario and will modify the existing offering memorandum exemption in Alberta, New Brunswick, Nova Scotia, Québec and Saskatchewan to strengthen investor protection.

The following are some of the key investor protection measures included in the offering memorandum exemption:

  • Non-reporting issuers will be required to, among other measures, provide investors with audited annual financial statements and an annual notice describing how the proceeds raised under the offering memorandum exemption were used.
  • Any marketing materials will be required to be incorporated by reference in the offering memorandum so that they are subject to the same liability as the disclosure provided in the offering memorandum in the event of a misrepresentation.
  • Individual investors relying on the offering memorandum exemption will be subject to investment limits in most cases.
  • All investors will be required to sign a risk acknowledgement form.

Provided all necessary ministerial approvals are obtained, the final amendments will come into force in Alberta, New Brunswick, Nova Scotia, Québec and Saskatchewan on April 30, 2016. See press release.

January 14, 2016

Amended by Prospectus Exemption for Certain Distributions through an Investment Dealer

The securities regulators in Alberta, British Columbia, Manitoba, New Brunswick and Saskatchewan announced that they are each adopting a prospectus exemption that, provided certain conditions are met, will allow issuers listed on a Canadian exchange to more easily raise money by distributing securities without the need for a prescribed offering document.

The amendments are effective on January 14, 2016See press release.

April 7, 2016

Amended by Amendments – New harmonized report of exempt distribution 

The CSA an­nounced the introduction of a new harmonized report of exempt distribution.  The new report will apply to all issuers that distribute securities under certain prospectus exemptions. It will require additional disclosure about the issuer and its insiders, securities distributed, prospectus exemptions relied on and persons compensated for the distribution.

Issuers must generally use the new report for distributions that occur on or after June 30, 2016.  See press re­lease.

July 19, 2018

Amended by Amendments to the Report of Exempt Distribution

These amendments aim to provide greater clarity and flexibility regarding the certification requirement of the Report and streamline certain information requirements, while still providing regulators with the information necessary for oversight and policy development. Provided all necessary ministerial approvals are obtained, the amendments will come into force on October 5, 2018. See press re­lease.

September 8, 2022

Amended by Listed Issuer Financing Exemption

On September 8, 2022, the CSA adopted a new prospectus exemption for issuers listed on a Canadian stock exchange, aimed at providing a more efficient way for them to raise capital. The Listed Issuer Financing Exemption will allow issuers that have been listed for at least 12 months to raise up to the greater of $5 million or 10 per cent of the issuer’s market capitalization, to a maximum of $10 million, annually. Provided all necessary Ministerial approvals are obtained, the amendments will come into force on November 21, 2022.

December 8, 2022

Amendments to Offering Memorandum Prospectus Exemption for entities that are engaged in "real estate activities"  and issuers that are "collective investment vehicles". See Completed Project.

The Amendments set out new disclosure requirements for these two types of issuers. when those issuers are preparing an offering memorandum (OM). Both definitions are new in NI 45-106. The new requirements are intended to set out a clear disclosure framework for these issuers, giving them greater certainty as to what they must disclose, and giving better information to investors. Provided all necessary ministerial approvals are obtained, the Amendments will come into force on March 8, 2023.

Note: The above summary of Recent Developments does not include consequential amendments made as the result of other projects.

For further details on the history of this Instrument, please refer to the OSC’s Web site.

Amendments under consideration

Correction list for hyphenation

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