The Canadian Securities Administrators (CSA) has announced the launch of a consultation regarding a proposed new harmonized multilateral instrument to support capital raising for Canadian businesses and investment opportunities for eligible investors in specific jurisdictions.
In a news release, the CSA said the securities regulators in Alberta, Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island, Saskatchewan, and Yukon published a notice and request for comment for this purpose.
The CSA added that a proposed companion policy is likewise available on the participating jurisdictions’ websites. The CSA noted that the comment period would end on Jan. 5, 2026.
The CSA explained that someone seeking to serve as a self-certified investor should certify that they meet at least one qualifying criterion and acknowledge the investment risks, with self-certified investors able to invest a maximum of $50,000 per calendar year across multiple businesses.
According to the CSA, if adopted, the Proposed Multilateral Instrument 45-111 Self-Certified Investor Prospectus Exemption would replace:
- Alberta Securities Commission Blanket Order 45-538 Self-Certified Investor Prospectus Exemption
- Financial and Consumer Affairs Authority of Saskatchewan General Order 45-538 Self-Certified Investor Prospectus Exemption
- Manitoba Securities Commission Blanket Order 45-505 Self-Certified Investor Prospectus Exemption
- Ontario Securities Commission Instrument 45-510 Self-Certified Investor Prospectus Exemption (Interim Class Order)
Objectives
“The proposed exemption is designed to balance investor protection with greater flexibility for businesses pursuing investment and seeks to support capital formation and innovation across Canada,” said Stan Magidson, CSA chair and the Alberta Securities Commission’s chair and chief executive officer, in the news release.
In its multilateral notice and request for comment, the CSA said the proposed self-certified investor prospectus exemption seeks to:
- Expand access to permit investments by investors certifying their financial and investment education and experience
- Replace the different provincial self-certified investor prospectus exemptions with one harmonized exemption to lessen regulatory burden and promote capital raising across the participating jurisdictions
- Improve flexibility by letting issuers and existing security holders distribute securities under a regime similar to the accredited investor exemption, including through special purpose vehicles intended to pool investments
- Incorporate mandatory risk disclosures, investor certification requirements, filing and record-keeping obligations, and investment limits to safeguard self-certified investors and help them comprehend the risks arising from prospectus-exempt securities
“Local exemptions for self-certified investors have been well-received by both market participants and investors, which has led to the proposal to create a harmonized exemption,” Magidson said in the CSA’s news release.
The CSA, the council of the securities regulators of Canada’s provinces and territories, aims to coordinate and harmonize regulations for the country’s capital markets.