Reports of Exempt Distribution

Form 45-106F1 Report of Exempt Distribution

Issuers and underwriters that rely on certain prospectus exemptions to distribute securities are required to file a report of exempt distribution on Form 45-106F1 Report of Exempt Distribution (Report) within a prescribed timeframe set out in National Instrument 45-106 Prospectus Exemptions (NI 45-106).

  • Report – PDF fillable form [English] (if your PDF viewer can’t view the document, save the form and view with PDF compatible program)

Schedules 1 and 2 of the Report must be filed using the following templates developed by the CSA:

[Please note that the official versions of the Report and the Schedule 1 and 2 Templates in Québec are available on the Autorité des marchés financiers website.]

For more information on the Report, including guidance on completing, filing and transitioning to the Report, see:

  • CSA Staff Notice 45-325 Filing Requirement and Fee Payable for Exempt Distributions involving Fully Managed Accounts – February 7, 2019
  • CSA Staff Notice 45-308 (Revised) Guidance for Preparing and Filing Reports of Exempt Distribution under National Instrument 45-106 Prospectus Exemptions – October 4, 2018
  • Multilateral CSA Staff Notice 13-323 Frequently Asked Questions About Making Exempt Market Offering and Disclosure Filings on SEDAR – April 21, 2016 

[These documents are available on various CSA members’ websites]

The Report came into force in all CSA jurisdictions on June 30, 2016, replacing the prior version of Form 45-106F1 Report of Exempt Distribution and Form 45-106F6 British Columbia Report of Exempt Distribution.  The Report was amended on October 5, 2018 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.

[These documents are available on various CSA members’ websites]

Report for Start-Up Crowdfunding Prospectus Exemption

The Start-Up Crowdfunding Prospectus Exemption is available in British Columbia, Saskatchewan, Manitoba, Québec, New Brunswick and Nova Scotia.

Issuers that rely on this exemption in Saskatchewan, Manitoba, Québec, New Brunswick and Nova Scotia are required to file Form 5 – Start-Up Crowdfunding Report of Exempt Distribution (Form 5).

Form 5 (excluding Schedule 1) can be filed using the following PDF Fillable Form. As of June 30, 2016, Schedule 1 of Form 5 must be completed and filed using the Start-Up Crowdfunding Schedule 1 Template when filed on the System for Electronic Document Analysis and Retrieval (SEDAR).

  • Form 5 – Start-Up Crowdfunding Report of Exempt Distribution [English] 
  • Schedule 1 of Form 5 [English] 

Issuers that rely on this exemption in British Columbia are required to file the Report.