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ARTICLE · 10 MARCH 2022

International Dealer Exemption

McCarthy Tétrault
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In addition to disclosure and filing requirements, Canadian securities laws also include requirements for issuers to sell their securities through registered dealers.

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See Chinese version below [中文版参阅下文] 

In addition to disclosure and filing requirements, Canadian securities laws also include requirements for issuers to sell their securities through registered dealers. If an issuer is in the “business of trading in securities”, which is a factual determination, then the issuer will need to retain one or more registered dealers in Canada to broker the sale of its securities, or rely on a dealer registration exemption.

In the context of cross-border securitization transactions, Canadian issuers often engage U.S. dealers to participate in the offering. As noted above, any U.S. dealer involved in the sale of securities by a Canadian issuer in Canada needs to either be (i) registered as a dealer in the province where it proposes to make sales of the securities, or (ii) relying on an exemption from the dealer registration requirement in such province.

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