Registration Requirement for Private Placement Exemptions – Securities Regulation

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  1. NI 31-103 – Registration Requirements, Exemptions and Ongoing Registrant Obligations (Also section 25 of the OSA)

Business Trigger Test: if you are a market participant in the business of trading in securities, you must be registered. If in the business of trading securities, have to be registered

  • Used to be exemptions from registration, but then people behaved badly.
  • Thus… b/c it was putting integrity of marketplace into question: now have universal registration system
  • If you’re in business of trading in securities, have to be registered
  • Always need to use a registrant!!

o And instead of entering in UW agreement, enter into agency agreement ^ looks like UW agreement, except almost always “using best efforts” to sell securities on your behalf

You can grab notes on other topic from here.


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