Form 45-106F1: Filing the Report of Exempt Distribution on SEDAR+

To file Form 45-106F1, the Report of Exempt Distribution, complete the E-Form directly in SEDAR+, attach the Schedule 1 and Schedule 2 Excel templates, and pay the provincial filing fees within 10 days of the distribution. The form captures who issued the securities, who bought them, which exemption under National Instrument 45-106 applied to each purchaser, and how much money changed hands. Most of the work sits in Schedule 1, where every purchaser gets a row.

When You Need to File

Section 6.1 of NI 45-106 lists the exemptions that trigger a report. The ones most issuers use are the accredited investor exemption (section 2.3), the family, friends, and business associates exemption (section 2.5), and the offering memorandum exemption (section 2.9).¹ Several less common exemptions also trigger a filing, including the minimum amount investment exemption (section 2.10), securities for debt (section 2.14), and the listed issuer financing exemption (section 5A.2).

One exemption that does not require a report is the private issuer exemption in section 2.4. If you relied solely on that exemption and met the conditions in subsection 2.4(1), no Form 45-106F1 is due.²

Filing Deadlines

For most distributions, the report is due no later than 10 days after the distribution date. Distributions under the start-up crowdfunding exemption in NI 45-110 get 30 days instead.¹

Investment fund issuers relying on the exemptions in subsection 6.2(2) of NI 45-106 can file annually rather than after each distribution, provided the annual report goes in within 30 days of the calendar year-end.³

Two timing rules trip people up. You can bundle multiple distributions into a single report only if they all occur within a 10-day window, and the report must be filed on or before the 10th day following the first distribution date. If a single distribution relies on multiple exemptions with different deadlines, the earliest deadline applies. That means 10 days, not 30.¹

Completing the E-Form

The form is filed as an E-Form inside SEDAR+, not a document you download. It has 11 items plus the two Excel schedules you upload as attachments. Some issuers skip specific items: investment fund issuers skip Items 4, 5, and 9, and mortgage investment entities skip Item 6.⁴

Items 1 to 6: Issuer and Distribution Basics

Item 1 asks whether this is a new report or an amendment. If you’re correcting an earlier filing, select “Amended report” and reference the original submission’s EDR number.

Items 2 through 6 cover the issuer’s identity and the basic facts of the distribution: name, head office location, industry, whether the issuer is a reporting issuer, and its Firm NRD number where required. Items 4 and 6 specifically ask for the Firm NRD number, which is the number assigned through the National Registration Database, not any general business number.⁴

Items 7 and 8: Distribution and Compensation

Item 7 reports the distribution details and cross-references Schedule 1. If the distribution used a foreign currency, indicate it in Item 7(a).

Item 8 captures compensation the issuer paid to finders, placement agents, or registered dealers who helped facilitate the sale. Give the full legal name of each person compensated, and if they are a registered firm, their Firm NRD number. This covers compensation the issuer pays directly, not arrangements between a purchaser and their own adviser.⁴

Items 9 to 11: Officers, Certification, and Contact

Item 9 asks for details on the issuer’s directors, executive officers, promoters, and control persons. Those go into Schedule 2. Investment fund issuers skip this item.

Item 10 is the certification. An officer or director of the issuer or underwriter must certify that the information in the report is true. A false certification can trigger regulatory consequences.

Item 11 applies only when the person completing and filing the form differs from the person certifying it. In that case, provide the filer’s name and contact details.

Schedule 1: Purchaser Details

Schedule 1 is an Excel template you download from the Canadian Securities Administrators or your provincial regulator’s website. It’s the most data-intensive part of the filing, with one row per purchaser. The fields fall into a few groups:⁵

Purchaser identity: full legal name (family and given names for individuals, or legal name for entities), residential street address, municipality, province or state, postal code, country, phone, and email where available.
Securities purchased: distribution date, number of securities, security code, and amount paid in Canadian dollars.
Exemption relied on: the specific NI 45-106 rule, section, and subsection. For the accredited investor exemption, select which paragraph of the “accredited investor” definition in section 1.1 applies to that purchaser. For the family, friends, and business associates exemption, include the name and position of the director, officer, control person, or founder connected to the purchaser.
Registrant and insider status: whether the purchaser is a registrant, and whether they are an insider of the issuer.
Compensation: the full legal name of any person compensated for the distribution to that specific purchaser.

Getting the exemption fields right matters most. If the exemption code doesn’t match the purchaser’s actual eligibility, the regulator may flag the filing or open an inquiry. For accredited investors, confirm that each paragraph number corresponds to the actual basis of qualification. A purchaser who qualifies on net income falls under a different paragraph than one who qualifies on net assets.

Schedule 2: Directors, Officers, and Control Persons

Schedule 2 is a second Excel template with the names and details of the issuer’s directors, executive officers, promoters, and control persons. It’s required whenever Item 9 applies, which covers all issuers except investment funds. Download the current version from the same source as Schedule 1 and upload both files with the E-Form.⁴

Submitting Through SEDAR+

All Form 45-106F1 filings go through SEDAR+, the electronic filing system operated by the Canadian Securities Administrators. Paper and the old SEDAR system are no longer accepted.⁶

If your organization has never filed on SEDAR+, register first. On the SEDAR+ home page, select “Register to file,” then verify your email by entering the code the system sends. Keep the browser session open until you enter the code, because closing it forces you to restart. After email verification, choose individual or organization filer, then upload a signed Electronic Filer Agreement. Organization accounts must designate an Authorized Super User to manage access going forward.⁷

Once you’re in, complete the E-Form directly, attach the two Excel schedules, and pay the provincial filing fees through the portal. The system asks which jurisdictions the distribution occurred in and calculates fees under each province’s rules. Payment must clear before the filing counts as received.³

Filing Fees by Province

Each province sets its own fee schedule, and you pay separately for every jurisdiction where purchasers reside. Most provinces charge the greater of a $200 base fee or a small percentage of proceeds raised from purchasers in that province.

British Columbia charges the greater of $200 or 0.03% of total Canadian-dollar proceeds from B.C. purchasers. Money market funds pay 0.01% instead of 0.03%. If all purchasers are outside B.C., the minimum fee is still $200.⁸

In Alberta, non-reporting issuers pay the greater of $200 or 0.025% of gross proceeds from Alberta purchasers, with mutual funds and money market funds at 0.02%. Reporting issuers that aren’t investment funds pay only the flat $200, regardless of proceeds.⁹

Other provinces follow similar structures with different rates and minimums. Check your regulator’s fee schedule before filing. SEDAR+ calculates fees during submission, but knowing what to expect prevents surprises.

Late Filing Costs

Missing the deadline triggers daily penalties. Ontario’s late fee is $100 per day past the deadline, capped at $5,000 per year for all reports required from the same person or company.¹⁰ Other provinces impose their own penalties, and they stack across jurisdictions. A filing two weeks late in Ontario alone costs $1,400.

After You File

Once SEDAR+ processes the filing, the main body of the report becomes public. Anyone searching SEDAR+ can see that your company made an exempt distribution, the total raised, and the exemptions used. The detailed purchaser information in Schedule 1 stays confidential and is available only to regulators.¹

Watch the SEDAR+ portal after filing for deficiency notices or requests from regulatory staff. If you find an error, file an amended report by selecting “Amended report” in Item 1 of a new E-Form and referencing the original submission ID. Catching mistakes early is far easier than answering a regulatory inquiry months later.

1
Ontario Securities Commission. Form 45-106F1 – Report of Exempt Distribution
2
BC Laws. National Instrument 45-106 Prospectus Exemptions
3
Alberta Securities Commission. Form 45-106F1 Report of Exempt Distribution
4
Ontario Securities Commission. Instructions Form 45-106F1 Report of Exempt Distribution
5
British Columbia Securities Commission. Form 45-106F1 Report of Exempt Distribution
6
Canadian Securities Administrators. SEDAR+ Quick Guide for Reports of Exempt Distribution
7
SEDAR+. New User Setup – Requesting Access
8
British Columbia Securities Commission. Exempt Distributions FAQ
9
Alberta Securities Commission. Fees FAQs
10
Ontario Securities Commission. Late Fees