Start-Up Crowdfunding Exemption

Start-up crowdfunding exemptions allow businesses to sell securities without having to register with the FCNB, or file a prospectus, subject to a number of conditions. These new exemptions apply only to equity crowdfunding—they do not apply to donation-based crowdfunding (like Kickstarter or Indiegogo) or other crowdfunding models.

There are six jurisdictions in Canada that offer the start-up crowdfunding exemption: British Columbia, Saskatchewan, Manitoba, Québec, New Brunswick, and Nova Scotia. They are known as participating jurisdictions. On 25 January 2016, a second crowdfunding exemption was made available when six jurisdictions implemented Multilateral Instrument 45-108 Crowdfunding (45-108 crowdfunding regime): Saskatchewan, Manitoba, Ontario, Québec, New Brunswick and Nova Scotia.

Alberta also adopted the 45-108 crowdfunding regime later in 2016.

Businesses

When companies (businesses) sell securities such as stocks, options or bonds, they are generally required to file a prospectus with FCNB and to provide a copy to investors so investors can make a fully-informed decision about the investment opportunity. The start-up crowdfunding exemptions allow a company to sell securities without preparing and filing a prospectus through a funding portal that is registered as an investment dealer, exempt market dealer, or a restricted dealer.

Securities sold without a prospectus are called “exempt market securities.” The sale of exempt market securities is also referred to as private placements or exempt distributions. Exempt market securities are risky and are not for everyone. To protect investors, there are strict rules about who can buy exempt market securities and how they can be sold. For the start-up prospectus exemptions these include conditions around where the head office is located, how securities can be distributed, resale restrictions, forms and information that need to be shared with investors and regulators, disclosure on how the investors’ money will be used, investor’s contractual rights, maximum individual investment amounts, how much money a company is allowed to raise using this exemption, and more.

Learn more about the details of conditions.

Funding portals

The crowdfunding regimes include a registration framework for online funding portals. The registration of the funding portal is a key investor protection measure as registration addresses, among other things, potential integrity concerns that may apply to funding portals and the persons operating them, as well as potential concerns relating to conflicts of interest and self-dealing. Generally, in order to be in the business of selling or advising in securities or derivatives in New Brunswick, an individual or firm must be registered with FCNB. Registration helps protect investors because FCNB will only register firms and individuals if they are properly qualified and meet a certain standard. The start-up crowdfunding exemption allows the portal to offer for sale an issuer’s securities without being registered. Under the 45-108 crowdfunding regime, portals may offer for sale the securities of an issuer but they must be registered as either an investment dealer, exempt market dealer or restricted dealer.

This exemption allows funding portals to act as an intermediary between the issuer and the investor. However, funding portals are subject to a number of conditions that are in place to help protect investors. These include conditions around the location of the head office, information that the portal must share with the regulators, disclosure and risk warnings the funding portal must share with investors, how the funding portal handles investors’ money, fees and commissions, and more.

Portals registered in the restricted dealer category under the 45-108 crowdfunding regime cannot provide advice about the suitability of the purchase of the security. Funding portals cannot receive a commission, fee, or other amount from investors. The portal cannot provide advice or recommendations about a particular investment unless the portal is administered by a dealer registered with FCNB.

Learn more about the details of conditions.

Funding portals operating in New Brunswick

There are two types of funding portals that may facilitate equity start-up crowdfunding:

1. Funding portals operated by persons relying on the start-up registration exemption
2. Funding portals operated by registered dealers (Check Registration)

Here’s a list of funding portals operating in New Brunswick: