Articles

Practical commentary on securities law, exempt market compliance, fund formation, investor reporting, and private capital markets.

Articles in category: Exempt Market Compliance

Apr 20, 2026

How to Handle Investor KYC / AML Requirements in the Exempt Market

KYC and AML in Canada’s exempt market sit at the intersection of securities compliance and federal AML rules. Even when a dealer is involved, fund sponsors still need disciplined onboarding, beneficial ownership clarity, and consistent records. This guide explains the Ontario-focused framework, when PCMLTFA applies, what FINTRAC expects from securities dealers, and practical controls that reduce regulatory and reputational risk.

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Apr 13, 2026

Common Triggers for Exempt Market Enforcement Action

Enforcement in Canada’s exempt market often starts with a small set of recurring issues: unregistered dealing, weak NI 45-106 documentation, misleading marketing, conflicts, and incomplete KYC/AML files. This Ontario-focused guide explains what regulators look for, why issues escalate, and how fund managers can reduce avoidable regulatory exposure.

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Mar 13, 2026

How to Respond to an OSC Compliance Review

Canadian securities regulators routinely review private fund managers for compliance with NI 31-103, NI 45-106, and related rules. This article explains how OSC compliance reviews work, what regulators focus on, and how fund managers can respond in a structured, defensible, and disciplined way.

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Mar 6, 2026

Avoiding the “Dealer Problem”: When Does Your Fund Need Registration?

Canadian private funds often rely on NI 45-106 prospectus exemptions, but that doesn’t answer whether dealer registration is required. In Ontario, NI 31-103’s “business trigger” analysis looks at solicitation, frequency, compensation, and holding out. This article explains how the test applies to funds, common grey areas, and practical steps to reduce registration risk.

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Feb 27, 2026

SEDAR+ Filings for Private Issuers: What You Should Know

SEDAR+ is now the Canadian national platform for many securities regulatory filings, including exempt distribution reporting. Private issuers and fund sponsors need to understand NI 13-103, how Form 45-106F1 is submitted through SEDAR+, and why multi-jurisdiction offerings still require careful coordination.

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Feb 20, 2026

When You Must File Form 45-106F1 (and How to Do It Properly)

Form 45-106F1 is the core exempt-market distribution reporting form in Canada. In Ontario, timing turns on the “distribution date,” and mistakes often happen in rolling closes, multi-province offerings, and investor classification. This guide explains when the form is required, how to file it properly, and the practical controls that reduce late fees, rejections, and compliance risk.

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Feb 13, 2026

Overview of Canada’s Prospectus Exemptions for Fund Sponsors

Canadian private fund sponsors commonly raise capital without a prospectus by relying on exemptions in NI 45-106, especially the accredited investor, minimum amount, and offering memorandum exemptions. This article explains how those exemptions work across Canada (with an Ontario focus), how filings and marketing fit in, and where NI 31-103 registration issues often arise.

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