Articles

Redemption rights must be aligned with the liquidity profile of a private investment fund. This article explains how Ontario fund sponsors should structure, draft, disclose and administer redemption provisions, including lock-up periods, notice requirements, valuation, redemption gates, suspension rights and liquidity risk management, while meeting regulatory expectations.

Tax structuring is a key component of real estate fund formation and management in Canada. This article reviews principal tax considerations for fund sponsors, including vehicle selection, partnership taxation, rollover transactions, non-resident investors, capital cost allowance and recapture, land transfer tax issues, and tax planning considerations throughout the fund lifecycle.

Income and development real estate funds raise capital under the same securities framework but face very different investor expectations and regulatory risks. This article contrasts how Ontario sponsors should approach fundraising, disclosure, structuring, and compliance for stabilized income funds versus higher-risk development funds, including hybrid strategies and regulator focus areas.

Investor disputes are a major risk in private investment funds, frequently driven by misaligned expectations, unclear disclosures, or preferential treatment. This article outlines how Ontario fund sponsors can proactively avoid disputes by aligning offering documents, communications, governance, valuation practices, and investor rights with regulatory and commercial realities.

For Canadian real estate LPs raising capital under prospectus exemptions, investor communication is where disclosure risk accumulates after closing. This article focuses on how inconsistencies arise between offering documents and ongoing reporting, and how smaller issuers can structure a defensible reporting framework.

Many Canadian real estate sponsors outgrow traditional holding companies as they seek outside investment. Converting to a private investment fund requires coordinated planning across corporate, securities, and tax law, together with governance and compliance. A properly structured fund can facilitate capital raising, support long-term growth, and meet investor and regulatory expectations.

When an Ontario-based fund accepts investors in British Columbia or Alberta, the fundraising becomes multi-jurisdictional. While NI 45-106 provides a national framework, provincial filing, fee, exemption, and registration nuances apply. This overview explains how cross-province distributions trigger additional compliance considerations and where sponsors most often encounter regulatory risk.

Mortgage Investment Corporations (MICs) are widely used in Canada’s private mortgage lending market because they can provide tax flow-through with the structural benefits of a corporation. This article explains key Ontario legal issues for MICs, including Income Tax Act (Canada), s. 130.1 qualification, securities compliance, registration risk, valuation discipline, and governance.

Real estate development limited partnerships are widely used in Ontario to combine private capital, tax flow-through treatment, and clear governance. This article explains the core limited partnership structure, how private placements typically rely on NI 45-106 exemptions, where NI 31-103 registration risk can arise, and the practical issues regulators and investors scrutinize.