Cross-Border US-Canada Offerings
We align Canadian and U.S. requirements to enable efficient cross-border capital raises and parallel fund structures.
How We Help
Reg D / Reg S Coordination
- Harmonizing NI 45-106 with U.S. Reg D/Reg S frameworks
- Blue Sky filings for multi-state offerings
- Suitability, solicitation, and marketing compliance
Parallel Fund Structuring
- Canadian LPs/MFTs alongside U.S. LPs/trusts
- Cross-border feeder/parallel arrangements
- Advisers Act and Investment Company Act considerations
Investor Documentation
- Subscription agreements, investor questionnaires, and disclosure harmonization
- Tax disclosure and operational alignment with U.S. counsel and administrators
- Materials tailored for dual-jurisdiction investors
Typical Clients: Canadian sponsors raising U.S. capital; U.S. sponsors targeting Canadian investors; cross-border real estate and private funds.
Cross-Border US-Canada Offerings FAQ
General information only. Not legal advice. Viewing this content does not create a solicitor-client relationship.
Yes. A Canadian private fund can accept U.S. investors, provided it complies with both Canadian and U.S. securities laws. In Canada, the distribution must rely on an available prospectus exemption under NI 45-106, such as the Accredited Investor exemption. In the United States, the offering typically relies on Regulation D under the Securities Act of 1933, most commonly Rule 506(b) or 506(c). The fund must ensure that the U.S. offering conditions, including investor qualification and solicitation limits, are satisfied independently of Canadian requirements.
NI 45-106 governs Canadian prospectus exemptions, while Regulation D and Regulation S govern U.S. exemptions from registration under the U.S. Securities Act of 1933. These regimes operate in parallel, not as substitutes for one another.
Where U.S. investors are involved, the issuer must comply with Regulation D (for U.S. private placements) or Regulation S (for offshore offerings), in addition to satisfying NI 45-106 for Canadian investors. Each jurisdiction’s exemption must be independently available, and disclosure and marketing practices must comply with both regimes.
A Canadian fund manager may be required to register under the U.S. Investment Advisers Act of 1940 if it has U.S. clients, a place of business in the United States, or regulatory assets under management attributable to U.S. clients or U.S. private funds that exceed applicable thresholds. The analysis is functional and depends on the adviser’s U.S. contacts and asset levels.
Registration risk depends on factors such as whether the manager can rely on an available exemption, including the foreign private adviser exemption or the private fund adviser exemption. Cross-border managers should assess Investment Advisers Act exposure before marketing to or accepting U.S. investors.
A parallel fund structure involves separate Canadian and U.S. investment vehicles that invest alongside each other in the same underlying strategy. A feeder structure typically involves U.S. or offshore investors investing through a feeder vehicle that, in turn, invests in a master fund.
These structures are used to address tax considerations, regulatory requirements, and investor preferences across jurisdictions. Proper structuring ensures compliance with NI 45-106 in Canada and applicable U.S. securities and tax rules.
Yes. Even when relying on Regulation D, issuers must generally make notice filings in each U.S. state where investors reside. These filings are commonly referred to as “Blue Sky” filings and typically involve submitting Form D and paying state-level fees.
Failure to make required state filings can result in penalties and may affect the issuer’s ability to rely on exemptions in future offerings.
Offering documents must be drafted to satisfy both Canadian and U.S. disclosure standards. This includes aligning investor representations, resale restrictions, transfer limitations, and risk factors with NI 45-106 and Regulation D requirements.
Marketing language, general solicitation rules, and legends must reflect the chosen U.S. exemption, while Canadian statutory liability and disclosure standards under the Securities Act (Ontario) must also be addressed. Coordinated drafting with U.S. counsel is essential to manage cross-border regulatory and tax risk.
