The Canadian Securities Administrators, through securities regulators in 11 participating jurisdictions, have published a Notice and Request for Comment on a proposed harmonized prospectus exemption that would allow “self-certified investors” to invest in prospectus-exempt offerings by Canadian-headquartered, non-investment fund issuers. The proposal is positioned as a complement to the accredited investor exemption, expanding access for individuals who can demonstrate relevant education or experience but do not meet financial thresholds, while limiting annual investment and requiring standardized risk acknowledgement. Proposed Multilateral Instrument 45-111 would require investors to certify they meet at least one prescribed qualifying criterion and to sign a streamlined risk acknowledgement, with aggregate purchases capped at CAD 50,000 per calendar year across issuers, including through permitted designates. Qualifying criteria span specified professional designations and examinations, certain degrees, relevant legal practice experience, and employment or founder or director experience including in venture capital or private equity or in the issuer’s industry. Issuers would have to provide a plain-language pre-investment information form, retain the completed certification and risk forms for eight years, and file Form 45-106F1 within 30 days after closing. The exemption would also be available for special purpose vehicles whose owners are accredited or self-certified investors, while keeping the individual CAD 50,000 cap; consequential changes would add self-certified investors to the private issuer exemption in National Instrument 45-106 and apply resale restrictions by treating first trades as distributions under National Instrument 45-102. If adopted, the instrument would replace existing self-certified investor orders in Alberta, Saskatchewan, Manitoba and Ontario, and Ontario is also consulting on related amendments to Ontario Securities Commission Rule 45-501 to extend offering memorandum misrepresentation liability where an offering memorandum is provided. The comment period closes on January 5, 2026. In Ontario, the OSC noted that Ontario Instrument 45-510 will take effect on October 25, 2025 for an 18-month period, unless extended, to supersede the expiring Ontario Instrument 45-507 while the multilateral instrument is pursued.
Canadian Securities Administrators 2025-09-25
Canadian Securities Administrators launch consultation on harmonized self-certified investor prospectus exemption with CAD 50,000 annual cap
The Canadian Securities Administrators issued a Notice and Request for Comment on a proposed harmonized prospectus exemption for "self-certified investors" in 11 jurisdictions. This would allow individuals with relevant education or experience to invest in prospectus-exempt offerings, with an annual investment cap of CAD 50,000 and standardized risk acknowledgment. The proposal includes changes to existing regulations and aims to expand access beyond the accredited investor exemption.