Canadian Equity Crowdfunding Rules: NI 45-110 vs the OM Exemption vs Accredited Investors

Canadian issuers raise exempt-market capital under three main prospectus exemptions: NI 45-110 start-up crowdfunding, which permits up to C$1,500,000 per 12 months through a funding portal with a C$2,500 per-investor cap; the NI 45-106 offering memorandum (OM) exemption, which has no hard offering ceiling but imposes per-investor limits in most provinces and requires audited-standard disclosure; and the NI 45-106 accredited investor exemption, which has no offering or investment limits but restricts you to investors who meet defined wealth and income tests. The exemption you choose sets your maximum raise, who you are allowed to sell to, how much each investor can write, and — critically for marketing — whether your campaign collateral becomes a filed regulatory document.

Canadian founders routinely import assumptions from US crowdfunding coverage, and they do not translate. Canada has no Regulation Crowdfunding, no Regulation A+ mini-IPO track and no federal securities regulator; securities law is administered province by province through the Canadian Securities Administrators (CSA) and the instruments each commission adopts. What follows is what each exemption requires, where the provincial variations bite, and how each shapes an investor-acquisition plan. It is informational only — which exemption fits a given raise is a question for Canadian securities counsel.

The Three Exemptions Canadian Issuers Actually Use

Primary texts: NI 45-110 via the Ontario Securities Commission instrument page, in full at the CSA notice of publication; consolidated NI 45-106 via the British Columbia Securities Commission.

NI 45-110: What the Start-Up Crowdfunding Exemption Requires

NI 45-110 came into force on 21 September 2021, replacing a patchwork of provincial blanket orders with a harmonised national exemption. Section 5 sets the conditions, and several carry direct marketing consequences.

• C$1,500,000 per 12 months, measured across the issuer group. The cap counts aggregate gross proceeds raised under the exemption in the 12 months before closing, and "issuer group" is drawn broadly — it includes affiliates, any issuer engaged in a common enterprise with the issuer or an affiliate, and any issuer founded or organised by the same person.
• One live campaign at a time. No member of the issuer group may run a concurrent start-up crowdfunding distribution for the same purpose described in its offering document.
• Head office in Canada. The exemption is closed to foreign issuers, and the portal must be permitted to operate in each province or territory where you distribute.
• No blind pools, eligible securities only. The issuer must have operations beyond evaluating an acquisition target, and the security must be a common share, a non-convertible preference share, something convertible into either, non-convertible debt linked to a fixed or floating rate, a limited partnership unit, or a share in the capital of an association.

The 90-Day Clock Is the Real Constraint

The distribution must close no later than the 90th day after the offering document is first made available to a prospective purchaser on the portal's platform, and the issuer cannot close until it has raised the minimum offering amount disclosed in that document. Miss the minimum by day 90 and the portal returns all subscriber funds.

A fixed 90-day window plus an all-or-nothing minimum means the demand has to exist before the offering document goes live. Campaigns that treat the posting date as the start of audience-building run out of clock. Under this exemption, the pre-launch pipeline is what determines whether the minimum is reachable at all.

Per-Investor Limits Set Your Required Investor Count

Section 5(1)(p) caps what an issuer may distribute to any one purchaser at C$2,500, rising to C$10,000 only where that purchaser has obtained advice from a registered dealer that the investment is suitable. Investors also hold a two-business-day withdrawal right, renewed each time the offering document is amended.

Run the arithmetic first. A C$500,000 minimum at a C$2,500 average cheque needs 200 funded investors; at a more realistic C$1,200 average, roughly 417. Work backwards through visitor-to-registrant and registrant-to-investor conversion and the required top-of-funnel volume is usually an order of magnitude larger than founders expect — which is what our market validation test establishes before the clock starts.

What NI 45-110 Does Not Say About Advertising

This is where the US comparison misleads Canadian issuers most. NI 45-110 has no counterpart to the US rule restricting an issuer's advertising to a short notice pointing at the intermediary. It governs the offering document, the portal, the per-investor caps and the closing mechanics — not the channel mix used to drive traffic to the listing. That is not a licence to say anything; three constraints still bind the campaign.

1. The offering document must stay accurate. Under section 5(2), an issuer that becomes aware its Form 45-110F1 is no longer accurate must promptly tell the portal, amend it, and provide the amended version. Marketing claims that run ahead of the offering document create exactly this problem, and every amendment reopens investor withdrawal rights mid-campaign.
2. Misrepresentation liability attaches. Form 45-110F1 requires bold statements that purchasers have rights of action for misrepresentation, and that the securities carry a resale restriction the investor might never escape. Copy implying liquidity contradicts the issuer's own mandated disclosure.
3. Compensation structures are restricted. Section 5(1)(n) prohibits the issuer from paying any commission, fee or similar payment to a member of the issuer group, or to a principal, employee or agent of one, in respect of the distribution. Registration requirements under NI 31-103 can also be triggered by activity amounting to being in the business of trading. Any success-fee arrangement with a marketing vendor goes to counsel before it is signed — the same analysis we cover for US issuers in success-fee marketing arrangements and broker registration.

The OM Exemption: No Ceiling, but Your Marketing Becomes a Filed Document

For raises above C$1.5M, section 2.9 of NI 45-106 is the usual route. There is no prescribed offering ceiling, but the per-investor rules fragment by province.

The limits in the second row do not apply where the purchaser is an accredited investor or falls within the family, friends and business associates category. "Eligible investor" is defined in section 1.1 and includes an individual whose net assets, alone or with a spouse, exceed C$400,000, or whose net income before taxes exceeded C$75,000 in each of the two most recent calendar years (C$125,000 with a spouse), with a reasonable expectation of the same this year.

OM Marketing Materials Are Incorporated by Reference

This is the provision that catches marketing teams. In Alberta, New Brunswick, Nova Scotia, Ontario, Québec and Saskatchewan, an offering memorandum delivered under section 2.9(2.1) must incorporate by reference — and is deemed to incorporate by reference — all "OM marketing materials" related to the distribution that were delivered or made reasonably available to a prospective purchaser before the distribution terminated. The issuer must then file those materials with the securities regulatory authority: concurrently with the OM if prepared beforehand, or within 10 days of delivery if prepared afterwards.

The definition is broad: a written communication, other than an OM standard term sheet, intended for prospective purchasers regarding the distribution and containing material facts about the issuer, the securities or the offering. A pitch deck, a one-pager, a webinar deck and much of a landing page can all fall inside it. Two consequences follow. Every such asset carries the OM's statutory misrepresentation liability, so it must match the OM line by line; and a registered dealer cannot distribute OM marketing materials without the issuer's written approval. In practice the marketing calendar and the filing calendar become the same calendar.

The Accredited Investor Exemption and Form 45-106F9

Section 2.3 of NI 45-106 (subsection 73.3(2) of the Securities Act in Ontario) exempts a distribution where the purchaser buys as principal and is an accredited investor. There is no offering cap, no per-investor limit and no prescribed disclosure document, which is why larger private placements and fund raises default here.

The individual thresholds in section 1.1 include financial assets, alone or with a spouse, exceeding C$1,000,000 net of related liabilities; financial assets exceeding C$5,000,000; net income before taxes above C$200,000 in each of the two most recent calendar years, or C$300,000 combined with a spouse, with a reasonable expectation of the same this year; or net assets of at least C$5,000,000. These are Canadian tests and differ from the US categories — for the American definition, see our breakdown of who qualifies as an accredited investor.

Two mechanics shape the funnel. Where an individual qualifies under the financial-asset, net-income or net-asset tests in paragraphs (j), (k) or (l), the seller must obtain a signed Form 45-106F9 risk acknowledgement at or before the time the individual signs the purchase agreement, and retain it for eight years. And because Canada has no verification-services requirement attached to this exemption, the issuer carries the burden of establishing that each purchaser qualified — which makes a documented eligibility flow, captured at the form rather than reconstructed later, the practical control.

How the Marketing Plan Changes by Exemption

1. NI 45-110. A volume problem inside a hard 90-day window. Warm the pipeline pre-posting, push registrants to the portal listing, and model the funnel against a C$2,500 cap. Owned email, paid social and customer lists carry the load.
2. OM exemption. A filing-dependent problem. Asset production runs on approval lead times, and investor classification and limit handling belong in the funnel, not a post-hoc spreadsheet.
3. Accredited investor exemption. A precision problem: smaller audience, larger cheques, longer conviction cycle. Targeting, direct outreach and a documented eligibility and Form 45-106F9 flow matter more than reach.

Frequently Asked Questions

How much can a Canadian start-up raise under NI 45-110?

Up to C$1,500,000 in the 12-month period before closing the distribution, measured across the entire issuer group rather than the single entity. The issuer group includes affiliates, issuers engaged in a common enterprise with the issuer or an affiliate, and issuers founded or organised by the same person or company. An issuer may complete multiple distributions as long as the rolling 12-month total stays within the cap.

What is the maximum one investor can put into a Canadian start-up crowdfunding offering?

C$2,500 per distribution under NI 45-110. That rises to C$10,000 only where the purchaser has obtained advice from a registered dealer that the investment is suitable for them. Investors also have a two-business-day right to withdraw after entering the subscription agreement, and a further two-business-day right each time the issuer amends its offering document.

Can Canadian issuers advertise a start-up crowdfunding campaign publicly?

NI 45-110 does not impose the kind of notice-only advertising restriction found in US Regulation Crowdfunding, so public marketing that drives traffic to the funding portal listing is generally contemplated. However, the offering document must remain accurate, misrepresentation liability applies to what the issuer says, and compensation arrangements are restricted. Issuers confirm campaign copy and vendor arrangements with Canadian counsel and the funding portal before launch.

Are marketing materials for an offering memorandum raise filed with regulators?

In Alberta, New Brunswick, Nova Scotia, Ontario, Québec and Saskatchewan, OM marketing materials are required or deemed to be incorporated by reference into the offering memorandum and must be filed with the securities regulatory authority — concurrently with the OM if prepared beforehand, or within 10 days of being delivered or made reasonably available if prepared afterwards. Because they are incorporated into the OM, they carry the OM's statutory misrepresentation liability.

Do Canadian investors need to be verified as accredited the way US 506(c) investors do?

Canada has no verification requirement equivalent to the US Rule 506(c) regime. Instead, where an individual relies on certain accredited investor categories under NI 45-106, the seller must obtain a signed Form 45-106F9 risk acknowledgement at or before the time the individual signs the purchase agreement, and retain it for eight years. The issuer still bears the burden of establishing that the purchaser qualified, so a documented eligibility flow is the practical safeguard.

Is Growth Turbine registered with the CSA or a provincial securities commission?

No. Growth Turbine provides marketing and investor-acquisition services to issuers. It is not a registered dealer, funding portal, adviser or exempt-market dealer, and it does not provide legal advice or offer or solicit securities. The offering is conducted by the issuer — through a registered funding portal where required — under the direction of its own Canadian counsel.

Planning a Canadian Raise

The exemption decision sits upstream of everything a marketing plan can do: it fixes the ceiling, the cheque size, the clock, and whether your collateral is a filed document. It is expensive to unwind mid-campaign. Growth Turbine has provided marketing support across more than $490M in aggregate issuer-reported totals, with 210+ fundraising campaigns managed supported across Reg-CF, Reg-D 506(c), Reg-A+ and tokenized securities offerings, spanning 23+ crowdfunding platforms and 25+ industries.

For how we build exemption-aware acquisition systems for Canadian issuers — pre-launch pipeline, eligibility and limit handling, and paid media mapped to your offering document — see our Canada crowdfunding marketing page and equity crowdfunding marketing services. To discuss a Canadian raise, contact our team.

Disclaimer: The information provided in this article is for educational and informational purposes only and does not constitute legal, financial, or investment advice. Always consult with qualified legal counsel and financial advisors before launching a capital raise.