Actionable intelligence on NI 45-106 prospectus exemptions and the regulatory perimeter of Ontario private placements
Ontario is the first non-U.S. jurisdiction in this publication’s series, and a note on terminology is warranted. “Regulation D” is a U.S. SEC framework under the Securities Act of 1933; Ontario does not have Regulation D. The functional analog—the regime that exempts qualifying private placements from prospectus and registration requirements—is National Instrument 45-106 Prospectus Exemptions, a Canadian Securities Administrators (CSA) instrument adopted by all thirteen Canadian securities regulators and administered in Ontario by the Ontario Securities Commission (OSC). The structural parallels with Reg D are substantial: an accredited investor exemption (NI 45-106 § 2.3) functionally analogous to Rule 506(b); a private issuer exemption (§ 2.4) analogous to Section 4(a)(2); a family, friends and business associates (FFBA) exemption (§ 2.5) without a clean U.S. analog; and an offering memorandum exemption (§ 2.9) that has no Reg D parallel. The architectural differences are also substantial: a uniform four-month resale hold under NI 45-102, mandatory Form 45-106F1 Report of Exempt Distribution filing within 10 days, and a CSA federation model that has no U.S. counterpart.
