ARTICLE · 13 OCTOBER 2018

CSA Change Report Of Exempt Distribution

Stikeman Elliott LLP

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Under the previous certification requirements, a director or officer of the issuer or underwriter filing the Report had to certify that he or she had read and understood the Report and that the information contained within it was true.

CanadaCorporate/Commercial Law

The Securities Group

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On July 19, the Canadian Securities Administrators (CSA) announced the adoption of amendments to Form 45-106F1 Report of Exempt Distribution (Report) intended to address concerns expressed by foreign dealers in regards to the Report's certification requirements.
The amendments came into force across the country on October 5, 2018.

Changes to Certification Requirements

Under the previous certification requirements, a director or officer of the issuer or underwriter filing the Report had to certify that he or she had read and understood the Report and that the information contained within it was true. As we discussed in a previous post, the CSA proposed changes to the Report's certification requirements last year (the 2017 Proposal) that would (i) allow agents to sign the Report on behalf of the issuer, underwriter or investment fund manager; (ii) remove the warning statement regarding misrepresentations in the Report; and (iii) revise the certification

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