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