Companies


Information for Smaller Companies

This page contains links to information for smaller issuers – public and non-public companies – that want to learn more about OSC rules and requirements.

The information in this section should be taken as a guide. The content is not intended to provide investment, financial accounting, legal, tax or other professional advice and should not be relied upon or regarded as a substitute for such advice. We recommend that you seek advice from a qualified professional adviser before acting on any information or other content appearing on this website or any website to which it may be linked.

Issuing Shares

Exempt Distributions: How your business can issue shares without going public
This guide explains how small or medium-sized businesses can raise capital by selling shares, without the expense of preparing a prospectus and going public.

Table of contents:
What is an exempt distribution?
The accredited investor exemption
The private issuer exemption
The $150,000 minimum amount exemption
What kind of information must you give to investors?
Can investors resell the securities they buy from you?

National Instrument 45-106 Prospectus & Registration Exemptions contains information on exemptions from the prospectus requirement and sets out related reporting requirements. 

OSC Rule 45-501 Ontario Prospectus & Registration Exemptions contains information on exemptions from the prospectus requirement available only in Ontario. 

National Instrument 31-103 Registration Requirements and Exemptions contains information on exemptions from the registration requirements.

National Instrument 45-102 Resale of Securities contains information on restrictions on the resale of securities that were distributed under certain exemptions from the prospectus requirement, in order for the first trade of these securities not to be considered a distribution, as well as provisions for an exemption for a trade by a control person.

For more information, see Information for Companies: Selling Securities.

Continuous Disclosure

Filing Due Dates Calendar for Annual & Interim Filings by Reporting Issuers

National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) contains many of the requirements an issuer must meet as part of its continuous disclosure obligation. NI 51-102 also contains requirements on six forms that issuers frequently file:
  • Form 51-102F1 MD&A
  • Form 51-102F2 Annual Information Form
  • Form 51-102F3 Material Change Report
  • Form 51-102F4 Business Acquisition Report
  • Form 51-102F5 Information Circular
  • Form 51-102F6 Statement of Executive Compensation
CSA Staff Notice 51-311 (REVISED) Frequently Asked Questions Regarding National Instrument 51-102 Continuous Disclosure Obligations answers some of the most frequently asked questions about NI 51-102. Topics include:
  • NI 51-102 definitions;
  • Financial statements;
  • MD&A;
  • Annual information forms;
  • Business acquisition reports;
  • Information circulars and proxy solicitations, and
  • Filing material documents.

CSA Staff Notice 52-306 (REVISED) Non-GAAP Financial Measures explains CSA staff expectations when issuers use financial measures other than those prescribed by Generally Accepted Accounting Principles.

For more information, see Information for Companies: Continuous Disclosure.

Insider Reporting

The OSC requires insiders of issuers to report their security holdings on the System for Electronic Disclosure (SEDI) through www.sedi.ca. 

National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI) contains information on the issuer and insider reporting requirements for SEDI. 

CSA Staff Notice 55-310 Questions and Answers on the System for Electronic Disclosure by Insiders (SEDI) includes a general guide on using SEDI, as well as instructions on how to file and search for information on SEDI.

For more information, see Information for Companies: Insider Reporting.

Reviews by Staff

The following resources contain information on the significant issues found during staff reviews of issuers’ continuous disclosure records, as well as staff expectations for disclosure documents. 

CSA Staff Notice 51-316 Continuous Disclosure Reviews of Smaller Issuers highlights some of the most frequent deficiencies identified by staff when reviewing smaller issuers. Topics include:
  • Financial statements;
  • MD&A;
  • Mining and the oil and gas industries; and
  • Other corporate disclosures.
OSC Corporate Finance Branch Report : This staff notice is issued each year by the OSC’s Corporate Finance Branch. It summarizes the activities of the Branch and outlines issues that are of interest to issuers and their advisers.

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