Form 45-106F1 Report of Exempt Distribution: Deadlines, Contents and What It Means for Your Canadian Raise

Form 45-106F1 Report of Exempt Distribution is the filing Canadian securities regulators require after an issuer sells securities under certain prospectus exemptions — including the accredited investor, offering memorandum, family, friends and business associates, and minimum amount exemptions, and NI 45-110 start-up crowdfunding. For most reportable exemptions it is due no later than 10 days after the distribution, and for NI 45-110 distributions no later than 30 days after; it is filed in every Canadian jurisdiction where a purchaser resides, with that jurisdiction's fee.

It is the Canadian counterpart to a US Form D, but it asks for much more. The report lists every purchaser, the exemption relied on for each one, and every person the issuer paid in connection with the sale. That last part is why it matters to anyone running investor acquisition: the report is where a campaign's compensation arrangements and purchaser data become a regulatory record. This guide covers who files, when, what goes in it, and how marketing operations feed it. It is informational only; Canadian counsel determines what a specific distribution requires.

Form 45-106F1 at a Glance

Which Exemptions Trigger the Report

Part 6 of National Instrument 45-106 Prospectus Exemptions lists the exemptions that carry a reporting obligation. The ones growth-stage issuers most often rely on are:

• Section 2.3 — Accredited investor. In Ontario, the equivalent exemption sits in subsection 73.3(2) of the Securities Act (Ontario), and the OSC asks filers to select section 2.3 on Schedule 1 rather than "Other."
• Section 2.5 — Family, friends and business associates.
• Section 2.9 — Offering memorandum.
• Section 2.10 — Minimum amount investment, which requires a purchase price of at least $150,000 and is not available to individuals.
• NI 45-110 — Start-up crowdfunding, filed on the longer 30-day clock.

The OSC's Form 45-106F1 guidance page also lists distributions under Multilateral Instrument 45-108 and the Ontario self-certified investor exemption among those filed through SEDAR+. By contrast, the OSC notes that issuers relying on the private issuer exemption generally do not need to file a report, provided certain conditions are met. Not every exemption is available in every province, so the exemption map is set per purchaser, per jurisdiction, by counsel.

How the 10-Day and 30-Day Clocks Work

The deadline runs from the distribution, not from the day an investor commits. CSA staff guidance in CSA Staff Notice 45-308 sets out the mechanics issuers most often get wrong:

1. One report can cover several distribution dates only if they fall within a 10-day period. That report is due no later than 10 days after the first distribution date in the window.
2. Mixing exemptions shortens the clock. An issuer may file one Form 45-106F1 for distributions under both NI 45-106 and NI 45-110, but it must be filed by the earliest deadline — 10 days, not 30.
3. Each jurisdiction is a separate filing obligation. A single report identifying all purchasers can be filed in each jurisdiction where the distribution occurred, but each jurisdiction's fee applies.
4. Investment funds have an annual option under section 6.2(2) of NI 45-106 for the accredited investor, minimum amount and additional investment exemptions, filed within 30 days after calendar year-end.

The practical consequence is for rolling closes. An offering that closes every few weeks generates a new reporting window with each close. Issuers that run frequent closings typically set the closing calendar and the filing calendar together, rather than discovering the overlap after the fact. Our guide to rolling closes and multiple closings covers the US version of that sequencing problem.

What the Report Asks For

The form opens with a warning in capitals that it is an offence to make a misrepresentation in the report. The main items are:

Two reconciliation rules in the CSA guidance carry the most risk. Item 7's totals — dates, amounts, number of unique purchasers per jurisdiction, exemptions relied on — must reconcile with Schedule 1. And the identities of persons compensated in Item 8 must reconcile with the per-purchaser compensation entries in Schedule 1. A purchaser who buys different securities, or buys on different dates, is listed more than once on Schedule 1 but counted once as a unique purchaser in Item 7.

Foreign issuers selling into Canada

A US or other non-Canadian issuer that completes a distribution in a Canadian jurisdiction reports only the purchasers resident in that jurisdiction. This is the scenario that catches US Reg D issuers whose campaigns reach Canadian accredited investors: a US filing does not satisfy the Canadian one. Our guide to non-US investors in US offerings covers the cross-border framing from the US side.

Item 8: Where Marketing Arrangements Show Up

Item 8 requires information for each person to whom the issuer directly provides, or will provide, any compensation in connection with the distribution. The CSA guidance defines compensation broadly: cash commissions, securities-based compensation, gifts, discounts or similar payments, regardless of the label used. A brokerage fee or finance fee counts. Payments for services incidental to the distribution — clerical, printing, legal or accounting — do not.

For each compensated person the form asks:

• Whether the person is a registrant, and the firm's NRD number if it has one
• Whether the person facilitated the distribution through a funding portal or an internet-based portal
• The relationship to the issuer — connected, insider, employee, or none of these
• Cash commissions, securities issued as compensation, other compensation, and any deferred compensation

Whether a particular vendor arrangement is "compensation in connection with the distribution" is a question for counsel, and it is not the only question. In Canada, a person paid on a per-investor or percentage-of-capital basis can raise registration issues under NI 31-103 as well as a reporting entry. Issuers typically have counsel review every agreement with a finder, portal, promoter or agency before launch, so the Item 8 answer is settled before the first close rather than reconstructed afterwards. The US analogue, and how fee structure drives both disclosure and broker-registration risk, is covered in our guide to Form D Item 12 sales compensation.

How Marketing Operations Feed the Report

Schedule 1 is built from purchaser-level data, and much of that data passes through the investor-acquisition stack first. Issuers that file cleanly usually design the funnel so the data arrives structured:

1. Capture residency at the point of interest. Province or country of residence decides which exemptions are available and where the report is filed. A lead form that records only an email address leaves the issuer reconstructing residency at closing.
2. Record the exemption basis per investor. For accredited investors, Schedule 1 asks which paragraph of the definition the purchaser relies on. That answer comes from the subscription documents, but the CRM should hold it alongside the investor record.
3. Tag the compensated source per purchaser. Because Schedule 1 names the person compensated for each purchaser, attribution is no longer only a marketing metric. If a finder, portal or dealer is paid on certain investors, the issuer needs to know which ones.
4. Log distribution dates by close. Each close starts a clock. A shared close log between counsel, the issuer and the campaign team keeps the 10-day windows visible.
5. Keep marketing claims aligned with the offering document. In offering memorandum raises in several provinces, OM marketing materials are incorporated into the OM and filed — covered in our guide to Canadian equity crowdfunding rules.

None of this changes who files. The issuer or underwriter certifies the report, typically with counsel preparing it. What the campaign team controls is whether the underlying data is complete, consistent and traceable when counsel asks for it. Email outreach to Canadian prospects carries its own consent regime, covered in our guide to CASL rules for investor email outreach.

Common Filing Problems

• Treating the 30-day NI 45-110 clock as universal. Once any NI 45-106 exemption is in the same report, the 10-day deadline governs.
• Missing a jurisdiction. A single out-of-province purchaser creates a filing obligation, and a fee, in that purchaser's jurisdiction.
• Unreconciled totals. Item 7 and Schedule 1 disagreeing on amounts or unique purchasers is a common correction request.
• Omitted compensation. Gifts, discounts and securities-based payments count, not only cash commissions.
• Late filing. Late reports can attract late fees in jurisdictions that impose them, and a pattern of late or inaccurate reports draws regulatory attention to the issuer's exempt-market activity. If a filed report is wrong, Item 1 provides for an amended report.

Frequently Asked Questions

What is Form 45-106F1?

Form 45-106F1 Report of Exempt Distribution is the report Canadian issuers and underwriters file with securities regulators after distributing securities under certain prospectus exemptions, such as the accredited investor, offering memorandum and NI 45-110 start-up crowdfunding exemptions. It discloses the distribution, every purchaser and the exemption relied on for each, and anyone compensated in connection with the sale. Purchaser-level detail sits in Schedule 1, which is designated non-public.

When is Form 45-106F1 due?

For most reportable exemptions under NI 45-106, the report is due no later than 10 days after the distribution. For distributions under NI 45-110 start-up crowdfunding, it is due no later than 30 days after the distribution. If one report covers both, the earlier 10-day deadline applies, and certain investment funds may instead file annually within 30 days after calendar year-end.

Do US companies have to file Form 45-106F1 when selling to Canadian investors?

A non-Canadian issuer that distributes securities to purchasers in a Canadian jurisdiction under a reportable exemption generally files the report in that jurisdiction, covering only the purchasers resident there. A US Form D filing does not replace it. Issuers confirm the available exemption and the filing obligation with Canadian counsel before accepting Canadian investors.

Is a marketing agency's fee reported on Form 45-106F1?

Item 8 covers any person to whom the issuer provides compensation in connection with the distribution, including cash commissions, securities, gifts and discounts, while payments for incidental services such as printing, legal or accounting are excluded. Whether a specific marketing arrangement falls inside Item 8 depends on its terms and is a question for counsel. Fees tied to capital raised can also raise registration questions under NI 31-103.

Can one Form 45-106F1 cover multiple closings?

Yes, but only if the distributions occur within a 10-day period, and the report must be filed no later than 10 days after the first distribution date in that window. Closings spread further apart need separate reports. Investment funds using the annual filing option are the main exception.

Plan the Filing Data Before the First Close

A Canadian raise is reported purchaser by purchaser, and the quality of that report depends on data the campaign collects long before counsel files it. Growth Turbine has provided marketing support across more than $540M in issuer-reported totals and builds investor-acquisition systems that capture residency, eligibility and source attribution in a form counsel can use. Growth Turbine is not a registered dealer, funding portal or adviser and does not prepare regulatory filings; the issuer's Canadian counsel does. See our Canada crowdfunding marketing page and equity crowdfunding marketing services, then contact our team to scope a Canadian campaign.

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.