British Columbia To Require Electronic Filings Of Exempt Distribution Reports


On June 5, 2009, the BC Securities Commission (“BCSC”) issued BCN 2009/07, Advance Notice of British Columbia Instrument 13-502 Electronic filing of reports of exempt distribution (13-502).

Issuers who use certain exemptions from the prospectus requirement are required to report their use of the exemption by filing Form 45-106F1 Report of exempt distribution and pay fees based on the amount of capital raised in British Columbia.

The BCSC receives approximately 7,000 such reports each year. During the 2008 fiscal year, they received over 5,000 of these reports in paper format, and received approximately 85% of the fees by cheque. It takes up to two weeks to process reports submitted in paper format and post the information in those reports to the BCSC website. It generally takes 10 days to process cheques and requires BCSC staff involvement.

For efficiency and to save costs, the BCSC has adopted 13-502 and has applied for BC ministerial consent. Provided ministerial consent is obtained, 13-502 will come into force on July 30, 2009.

13-502 will require issuers to file Form 45-106F1 reports and pay the related fees electronically using the BCSC’s existing online electronic filing and payment systems available through BCSC e-services. 13-502 also requires report-related documents, such as offering memoranda, technical reports and consents of qualified persons, to be filed electronically, if they are required to be filed with the report.

13-502 Companion Policy

The Companion Policy for 13-502 provides guidance on when issuers are required to file reports in British Columbia and which reports must be filed electronically. It also provides guidance on how to register as an e-services user, create an issuer profile and apply to pay fees through an electronic funds transfer.

13-502 and its Companion Policy can be found on the BCSC website.

If you have any questions about electronic filings of your reports of exempt distributions, please contact any member of Clark Wilson’s Corporate Finance & Securities Group.