Practical commentary on securities law, exempt market compliance, fund formation, investor reporting, and private capital markets.
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.
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.
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.
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.
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.
A GP/LP limited partnership is the most common structure for private investment funds in Ontario, Canada. This article explains how Ontario partnership law, NI 45-106 prospectus exemptions, NI 31-103 registration rules, and practical compliance expectations fit together when forming, marketing, and operating an LP-based fund.
A Real Estate Investment Trust (REIT) can be an efficient vehicle for pooling capital for income-producing real estate, but it requires careful structuring under trust law, Canadian tax rules, and Ontario securities regulation. This article explains how REIT formation and operations work in Ontario, Canada, including requirements under the Income Tax Act (Canada), NI 45-106, and NI 31-103.
A mutual fund trust (MFT) can be a flexible and tax-efficient structure for pooled investments in Ontario, Canada, but it brings stronger securities and disclosure expectations than many private fund vehicles. This guide explains how trust law, NI 45-106 exemptions, NI 31-103 registration, and Income Tax Act (Canada) requirements fit together in practice.
A mortgage investment corporation (MIC) can be an efficient vehicle for pooling capital for mortgage lending, but it requires careful alignment of tax qualification rules, Ontario securities regulation, and, in some cases, FSRA licensing under the MBLAA. This guide explains MIC formation, fundraising under NI 45-106, registration analysis under NI 31-103, and practical compliance considerations.
Launching a private investment fund in Ontario, Canada requires careful planning around structure, prospectus exemptions, registration obligations, and ongoing compliance. This guide explains how Ontario securities law applies to private funds, with practical discussion of National Instrument 45-106, National Instrument 31-103, and common regulatory issues faced by fund sponsors.