NEW CROWDFUNDING PORTALS ARE LAUNCHING DAILY.

Canada has over 70 crowdfunding portals across the country. (Source: NCFA Canada, Jan-2014)

PLUG INTO THE POWER OF THE CROWD. RECEIVE KNOWLEDGE, RESOURCES AND SUPPORT.

Participate in conferences, network at events and learn the latest Crowdfunding strategies and best practices for your business and your investment.

THE CROWDFUNDING INDUSTRY IS PREDICTED TO ACCELERATE TO $5.1 BILLION IN 2013.

The Global crowdfunding market grew 81% in 2012 to a total funding volume of $2.7 billion with over 1.1 million successful campaigns receiving funding.

National Crowdfunding Association of Canada

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CSA | Participating Jurisdictions | March 20, 2014

Feedback please
Note: if you would like to submit your comments to be aggregated with NCFA Canada’s submission please email to casano@ncfacanada.org

On March 20, 2014, the Autorité des marchés financiers (AMF) of Quebec, the Financial and Consumer Affairs Authority of Saskatchewan (FCAA), Financial and Consumer Services Commission of New Brunswick (FCNB), the Manitoba Securities Commission (MSC) and the Nova Scotia Securities Commission (NSSC) (collectively, the Participating Jurisdictions) are publishing for a 90-day comment period:

• The Integrated Crowdfunding Prospectus Exemption and Crowdfunding Portal Requirements (the Crowdfunding Exemption); and
• The Start-Up Crowdfunding Prospectus and Registration Exemption (the Start-Up Exemption)

It is intended that both proposed exemptions will coexist as they target issuers at different stages of development. To facilitate harmonization, staff of the Participating Jurisdictions and the Ontario Securities Commission (OSC) have worked closely and coordinated their efforts in developing proposals relating to the Crowdfunding Exemption. The OSC is also concurrently publishing materials for comment containing prospectus and registration exemptions substantially similar to the Crowdfunding Exemption under a separate Ontario local notice.

View:

The British Columbia Securities Commission (BCSC) is also concurrently publishing a local notice soliciting comments on the Start-Up Exemption. Although the Alberta Securities Commission (ASC) is not publishing the Proposed Exemptions for comments, it will be considering the public comments in respect of them.

Download Overview of Crowdfunding Exemptions

 

Questions on proposed Crowdfunding Exemption and Start-Up Exemption

The participating jurisdictions in the CSA would appreciate feedback on the proposed Crowdfunding Exemption and Crowdfunding Portal Requirements generally, as well as on the following questions:

Proposed Crowdfunding Exemption

Issuer qualification criteria

1) Should the availability of the Crowdfunding Exemption be restricted to non-reporting issuers?

2) Is the proposed exclusion of real estate issuers that are not reporting issuers appropriate?

3) The Crowdfunding Exemption would require that a majority of the issuer’s directors be resident in Canada. One of the key objectives of our crowdfunding initiative is to facilitate capital raising for Canadian issuers. We also think this requirement would reduce the risk to investors. Would this requirement be appropriate and consistent with these objectives?

Offering parameters

4) The Crowdfunding Exemption would impose a $1.5 million limit on the amount that can be raised under the exemption by the issuer, an affiliate of the issuer, and an issuer engaged in a common enterprise with the issuer or with an affiliate of the issuer, during the period commencing 12 months prior to the issuer’s current offering. Is $1.5 million an appropriate limit? Should amounts raised by an affiliate of the issuer or an issuer engaged in a common enterprise with the issuer or with an affiliate of the issuer be subject to the limit? Is the 12- month period prior to the issuer’s current offering an appropriate period of time to which the limit should apply?

5) Should an issuer be able to extend the length of time a distribution could remain open if subscriptions have not been received for the minimum offering? If so, should this be tied to a minimum percentage of the target offering being achieved?

Restrictions on solicitation and advertising

6) Are the proposed restrictions on general solicitation and advertising appropriate?

Investment limits

7) The Crowdfunding Exemption would prohibit an investor from investing more than $2,500 in a single investment under the exemption, and more than $10,000 in total under the exemption in a calendar year. An accredited investor can invest an unlimited amount in an issuer under the AI Exemption. Should there be separate investment limits for accredited investors who invest through the portal?

Statutory or contractual rights in the event of a misrepresentation

8) The Crowdfunding Exemption would require that, if a comparable right were not provided by the securities legislation of the jurisdiction in which the investor resides, the issuer must provide the investor with a contractual right of action for rescission or damages if there is a misrepresentation in any written or other materials made available to the investor (including video). Is this the appropriate standard of liability? What impact would this standard of liability have on the length and complexity of offering documents?

Provision of ongoing disclosure

9) How should the disclosure documents best be made accessible to investors? To whom should the documents be made accessible?

10) Would it be appropriate to require that non-reporting issuers provide financial statements that are either audited or reviewed by an independent public accounting firm? Are financial statements without this level of assurance adequate for investors? Would an audit or review be too costly for non-reporting issuers?

11) The proposed financial threshold to determine whether financial statements are required to be audited is based on the amount of capital raised by the issuer and the amount it has expended. Are these appropriate parameters on which to base the financial reporting requirements? Is the dollar amount specified for each parameter appropriate?

Other

12) Are there other requirements that should be imposed to protect investors?

Crowdfunding Portal Requirements

General registrant obligations

13) The Crowdfunding Portal Requirements provide that portals will be subject to a minimum net capital requirement of $50,000 and a fidelity bond insurance of at least $50,000. The fidelity bond is intended to protect against the loss of investor funds if, for example, a portal or any of its officers or directors breach the prohibitions on holding, managing, possessing or otherwise handling investor funds or securities. Are these proposed insurance and minimum net capital amounts appropriate?

Additional portal obligations

14) Do you think an international background check should be required to be performed by the portal on issuers, directors, executive officers, promoters and control persons to verify the qualifications, reputation and track record of the parties involved in the offering?

Prohibited activities

15) The Crowdfunding Portal Requirements would allow portal fees to be paid in securities of the issuer so long as the portal’s investment in the issuer does not exceed 10%. Is the investment threshold appropriate? In light of the potential conflicts of interest from the portal’s ownership of an issuer, should portals be prohibited from receiving fees in the form of securities?

16) The Crowdfunding Portal Requirements restricts portals from holding, handling or accessing client funds. Is this requirement appropriate? How will this impact the portal’s business operations? Should alternatives be considered?

Other

17) Are there other requirements that should be imposed on portals to protect the interests of investors?

18) Will the regulatory framework applicable to portals permit a portal to appropriately carry on business?

 

Proposed Start-Up Exemption

We would appreciate feedback on the proposed Start-Up Exemption and Start-Up Portal Requirements generally, as well as on the following questions:

19) Considering that the Start-Up Exemption will be substantially harmonized amongst the Participating Jurisdictions, it is our intention to allow a portal established in one Participating Jurisdiction to post offerings from issuers established in another Participating Jurisdiction. Also, portals established in one Participating Jurisdiction would be allowed to open their offerings to investors from other Participating Jurisdictions. Do you see any problems with this approach?

20) One of the major differences between the Crowdfunding Exemption and the Start-Up Exemption is that there is no registration requirement for the portal under the Start-Up Exemption. Do you think there are appropriate safeguards to protect investors without the registration of the portal? If not, please indicate what requirements should be imposed to the portal in order to adequately protect investors.

21) We are considering imposing a limit per calendar year of 2 capital raises by an issuer of a maximum amount of $150,000 under the exemption ($300,000 per year). Are these limits appropriate? If not, please provide what you would consider acceptable limits given the parameters of the proposed exemption.

22) The Start-Up Exemption would prohibit an investor from investing more than $1,500 in a single investment under the exemption. Is this limit appropriate? Should there also be a limit on the dollar amount that may be invested on a yearly basis by an investor?

23) Should there be minimal ongoing disclosure that issuers be required to provide to their security holders? If yes, what should it be?

24) We expect issuers using the Start-Up Exemption to maintain the information provided in the Issuer Information form and the Offering Document form updated throughout the distribution period. Should there be an obligation for issuers to further update that information outside the distribution period?

25) Should investors have the right to withdraw their subscription at least 48 hours prior to the disclosed offering deadline, as proposed under the Crowdfunding Exemption?

26) For Nova Scotia only, should Community Economic Development Investment Funds (CEDIFs) be eligible to use the Crowdfunding Exemption and/or Start-Up Exemption? If so, why? If not, why?

27) Are there other requirements that should be imposed to protect investors, taking into account the stage of development of the issuers susceptible to issue securities under the exemption?

Implementation by blanket order of the Start-Up Exemption

The Participating Jurisdictions, other than Saskatchewan, intend to adopt the Start-Up Exemption by way of a blanket order. The proposed blanket orders are designated as follows:
• Blanket Order 45-502 Start-Up Crowdfunding Prospectus and Registration Exemption in Manitoba;
Blanket Order on Québec Start-up Crowdfunding Prospectus and Registration Exemption in Québec;
• Blanket Order 45-506 in New Brunswick; and
• Blanket Order 45-524 in Nova Scotia.

The Start-Up Exemption already exists in Saskatchewan (General Order 45-925 – Saskatchewan Equity Crowdfunding Exemption) and there is no intention to revoke it. This current exemption in Saskatchewan is not being published for comment. The FCAA is publishing for comment a new version of this current exemption with a view to harmonizing the current exemption with other Participating Jurisdictions.

Request for comments

We welcome all comments on the Proposed Exemptions on or before June 18, 2014.

Please submit your comments in writing. If you are not sending your comments by email, please send a CD containing the submissions (in Microsoft Word format).

Please note that comments received will be made publicly available and posted on the websites of the AMF at www.lautorite.qc.ca and may be posted on the websites of certain other securities regulatory authorities. You should not include personal information directly in comments to be published. It is important that you state on whose behalf you are making the submission.

Please address your submission as follows:

Autorité des marchés financiers
Financial and Consumer Affairs Authority of Saskatchewan
Manitoba Securities Commission
Financial and Consumer Services Commission (New Brunswick)
Nova Scotia Securities Commission

Please deliver your comments only to the address below. Your comments will be distributed to the other Participating Jurisdictions.

Me Anne-Marie Beaudoin
Corporate Secretary
Autorité des marchés financiers
800, square Victoria, 22e étage C.P. 246, tour de la Bourse Montréal (Québec) H4Z 1G3
Fax : 514-864-6381
E-mail: consultation-en-cours@lautorite.qc.ca

The proposed Crowdfunding Exemption and the proposed Start-Up Exemption are published with this notice.

Questions

Please refer your questions to any of the following:

Sylvie LalondeDirector, Policy and Regulations DepartmentAutorité des marchés financiers514 395-0337, ext. 4461 sylvie.lalonde@lautorite.qc.ca Patrick ThéorêtDirector, Corporate FinanceAutorité des marchés financiers514 395-0337, ext. 4381 patrick.theoret@lautorite.qc.ca
Tony HerdzikDeputy Director, Corporate FinanceSecurities DivisionFinancial and Consumer Affairs Authority ofSaskatchewan306 787-5849 tony.herdzik@gov.sk.ca Liz KutarnaDeputy Director, Capital MarketsSecurities DivisionFinancial and Consumer Affairs Authority ofSaskatchewan306 787-5871 liz.kutarna@gov.sk.ca

Chris Besko
Legal Counsel – Deputy Director
The Manitoba Securities Commission
204-945-2561 chris.besko@gov.mb.ca

Susan Powell
Deputy Director, Securities
Financial and Consumer Services Commission
(New Brunswick)
506 643-7697 susan.powell@fcnb.ca

Abel Lazarus
Securities Analyst, Corporate Finance
Nova Scotia Securities Commission
902 424-6859
Lazaruah@gov.ns.ca

 

Download the full CSA Notice: Draft Regulation 45-108 Respecting Crowdfunding

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  • Jason Bergerson

    Website looks awesome.

  • Sean

    Will crowdfunding ever be available to public issuers?

    • NCFACanada

      Hi Sean,

      Today, there are no restrictions on public companies raising funds via donation or reward based crowdfunding models.

      If, however, you are referring to equity crowdfunding, while not yet legally permitted in Canada, the OSC’s proposed equity crowdfunding framework only requires that the issuing company, its parent, and its principal operating subsidiary be incorporated or organized under Canadian federal laws (or Canadian jurisdiction) and have its head office located in Canada. Thus, under the above scenario, public issuers would be able to use crowdfunding exemptions.

      Thanks for your question

      • Sean

        Is their any funding portals that have their own limited dealership or EMD that are currently doing equity financing via crowdfunding?

        • NCFACanada

          I suggest we take this offline. I will email you directly../thanks

  • CanadianSeajay

    What about the individual (not a corporation), say, an inventor … can the required funds, whether to further develop or market the invention, be raised through crowdfunding?

    • NCFACanada

      Yes, individuals can raise funds via legally permitted crowdfunding markets. Advised to evaluate tax implications to determine the best route. Ex. cost of repatriating funds back to Canada if raised on overseas portals..

  • Murray McKercher

    Congrats to all for a Great job on the National Event, held in Toronto at Ryerson University Digital Media Zone… can’t wait to see the pictures…

  • Vourno

    Vourno Launches In Canada: conta.cc/12f8MJn

  • Jeffrey Williams

    I have an innovative paint product that has the interest of a big box store chain. I need funds to begin making the tooling for the molds. If we present the finished product in its entirety, I am told that the orders will be placed. All that I currently earn goes to bills and it kills me to just sit idling with this.

    Help anyone?

    • NCFACanada

      That’s great that you have an innovative product – congratulations. Start by researching your portal options on the Canadian CF Directory (http://www.ncfacanada.org/canadian-crowdfunding-directory/) and reach out to connect with potential partners and crowdfunding experts active in the space. If you are interested in accelerating funding for your project, please get in touch with us and we can introduce you to potential crowdfunding consultants that may be able to assist you for a fee…

      • Jeffrey Williams

        Thanks! I joined and I’m ready to learn more.

        • NCFACanada

          Thanks for joining! Will email you shortly with some info…

    • Will

      Jeffrey, just a random question: Could you sell it in smaller non-big box stores? Why not approach them as well, and see if they would be interested in the venture. Those who would benefit from it may be interested in a Crowdfunding opportunity, give them something on both sides and don’t give it to the Big Box make it exclusive – if its as good as you say it is, then there are always others – and I think Crowdfunding provides you this conduit. BTW: the Big Box offer with condition of “Product Entirely” may also be simply a way of starving you out – and then they do it anyway. I hope it isn’t, but why are they not helping you – just sayin.

  • Gary Ballan

    I have written a collection of over 100 song lyrics. I need funds to get several of my songs put to music and vocals and recorded on demo CD’s. Once I have the songs on demos I can pitch them to producers.

    • NCFA

      Hi Gary, there are a few Canadian portals dedicated to helping musicians (and fans) fund their projects such as IOUmusic, sourced.fm and SOkap. Check out the Crowdfunding Directory for the links …http://tinyurl.com/khq6kbc Your first demo should probably be your live pitch to raise funds for your project. Good luck!

  • rb

    I would like info on receiving crowd funding towards creating a book or movie also this is a new start towards my goal as a writer

  • CrowdFund Beat News

    Canada: OSC Update On Proposed Capital Raising Exemptions

    http://www.crowdfundbeat.ca/canada-osc-update-on-proposed-capital-raising-exemptions/

    • NCFACanada

      Hi Sydney, will add you to the Directory as a provider…/thanks, CA

  • Jack Farquhar

    I am a serving member of the Canadian Forces and may be medically released soon. I have the opportunity to buy an operating collision repair shop. I have over 14 Years experience in the industry but not funding.

    • Jack Farquhar

      I have joined and am ready to make the next step to being my own boss

    • NCFACanada

      Hi Jack,
      Check out our directory of Canadian portals across the country as a start.
      http://www.ncfacanada.org/canadian-crowdfunding-directory/

      There are at least two other military related campaigns and groups tapping into donation/reward based crowdfunding. For reference, one is out east called Foundation for Atlantic Heroes, and the other Vimy Foundation.

      I will email you shortly with some info that may assist you on your journey.

      Best, CA

  • FINANSO

    Great speakers from Paris, London, San Francisco, Toronto, Montreal, at Canadian Crowdfunding Conference, november 21, Montreal, http://www.finanso.ca

  • D Bachmann

    When a project is collecting funds are there any taxes involved?

  • Amy

    have been production Artist for my friend’s project – which started ten years ago. She has created a best selling oracle, with her award winning photographic skils, and it has caught the attention of many people- and she already has large orders. We want to self publish but need 5000 dollars to get it printed.

    CAN YOU HELP?

    ALL artwork and the book can be sent for viewing, and our projections, financially spewing….her illustrations of faery folk and mystical themed images of empowering words and guidebook are so intuitive and direct, they really are magical…

    A ten year project that is ready to go to press, but needs assistance – please get in touch!!

  • Berger Kevin

    Hello everyone,

    I am a French-Thai student that comes from the European Business School in Paris. I am currently in Montréal from the 25/10/2013 until the 03/10/2013.

    I am currently writing my master thesis about crowdfunding and its potential. I am
    looking for poeple who have backed and financed projects on any crowdfunding
    website. I wish to know your feedback on your crowdfunding experience in order
    to make it even better.

    The NCFA website and my research made me book a flight from Paris and come here to Montreal. I truly wish to help as many people as I can. I know that
    crowdfunding can do this and my goal is to enhance its current model to make it
    even better. This is what I am fighting for.

    I have a vision that crowdfunding could truly change the way we help, the way we work and the way we perceive solidarity. Therefore your feedback and your experience would be a great help.

    My objective is to interview 15 people during my stay here in Montreal. I would be happy to meet you whenever it’s the most appropriate time for you.

    I am having difficulties to find people to interview. If you know anyone that has backed a project please let me know. Any advise would be a great help.

    If you are interested please contact me per mail: kevinberger@ebs-paris.com and I will get back to you as soon as possible. I can move around easily and truly wish to get as much feedback as i can during my stay.

    Thank you for your help and your consideration,

    Kevin Berger

    • NCFACanada

      Hi Kevin, since you are currently based in Montreal, I’d like to introduce you to Heri and Brun of the SeedingFactory who have significant experience working with companies seeking funding via crowdfunding markets. Also, NCFA would be interested to learn more about the project. We are currently seeking crowdfunding research ambassadors…
      Heri/Bruno, Kevin is conducting research for his European business school program out of Paris and perhaps you could be a good resource for him.
      best Craig

  • garagedocfilms

    My feature documentary film is nearing completion and needs help to get it across the finish line in time for major film festivals
    http://www.kickstarter.com/projects/339714972/elliot-feature-documentary-film

  • Heather Greenwood

    I am president of a winter family orientated Festival in Rural Manitoba Canada. How can I get Crowd funding to work for me?

  • G F King

    I have an idea that uses wilderness backpacking/camping trips to help the homeless have time to take a break from the street life and re-evaluate their lives. Choose new goals, develop a plan to reach them and brainstorm around the resources needed to implement their plan. This is a cost effective solution to a problem most, if not every community is facing today. Property, taxes, utility bills and other usual costs would be minimal as opposed to an urban based traditional program that sets out to assist this group of people. I am a lifelong avid nature lover who has been working with the homeless population since 1982 and have first hand experience being personally homeless. It is my belief that far too often too much of the funds for these programs are used for administrative, personnel and management costs with smaller portions going to program participants. Most of the expenses associated with this type of program would be allocated to equipment, transportation to and from wilderness areas, insurance and minimal staffing with volunteer support who enjoy wilderness and want to help others. Nature has within itself a strong healing component that lends itself well to this project. We all need to take a break and “get away from it all” from time to time. Imagine living with that need 24/7 day after day with no hope for a break! Time to dream, to think, to set goals and develop a plan to attain those goals. A simple, practical and cost effective potential solution to a complex problem with a multitude of theories of how to address this. Allow people to accept responsibility for determining the solution that is best for them and using their own inner strength to come out on top of it all. Deep inside each of us has an idea of what we want, we just need some time to determine our goals and how we can achieve them using our own resources and asking for the help we need.

  • http://kickstartyourjourney.com/ Karl Steinmeyer

    Thanks for having me :)

    • NCFACanada

      Great to have you hear Karl – welcome…

  • SqueezeFord

    Great tips and information . I just started my first Crowd funding campaign .
    http://www.kickstarter.com/projects/690102371/squeeze-ford-stress-toy?ref=live
    @squeezeford

    • NCFACanada

      Good luck with your campaign. Will be interesting to see which site attracts more presales; your KS campaign or Indie linked directly to the squeezeford website…

      • SqueezeFord

        Yes it should be interesting to see how that evolves. Kickstarte had some limitations in terms of the quantities for our rewards. So I had to end up putting it in indiegogo as well . I hope that does not backfire. There is only one way to find out

  • JennieferEquineEvents

    I am part of an initiative which promotes horse welfare awareness. We support humane equine handling practices, and community enhancement through equine facilitation-horses are healers. Moreover, wild horses in Canada and the U.S. have little protection from for profit industries, who favour financial benefits over horses’ lives in the wild. The Wildies & Mustangs-All Equine Event is our flagship event, held at Conestogo River Horseback Adventures, on June 21st, 2014. Our scope is broad and integrative, as we understand growth comes from collaboration and in support of partnership models. Our Event needs funds towards equine advocates’ travels, and our production costs require financial support as well.

    Visit: https://www.facebook.com/mustang.rally.2014
    Thank you for the read, all support appreciated.
    Warm Regards,
    Jenniefer
    Photo Courtesy: Duane Starr Photography

  • vanessa seath

    I am a special needs educator, I like to work with children with special needs. I have wanted to open a daycare for families with a child with special needs. Yes there are schools for these children but there is no form of respite for parents who have a special needs child under the age of five. The parents need breaks send I would provide childcare, specially developed programs to work with the child needs. I song staff would work with the parents send yeah them to run the programs at home, teach them techniques and cooking skills. My goal is to offer the families a better quality of life. I’m looking to raise money to start this dream I have. I think it would be beneficial to my community.

  • Arun Trikha

    I tried to join NCFA as a company but it did not allow me. Everybody is in search of Happiness.Nobody has found it.This site tries to bring Happiness by most of the tools.Keeping health at the highest level through food,sleep,talk,mentoring,natural way,helping others,sacrificing for someone are tried. The true facts of life by experience gained through education and lifelong learning are explained. The author has taught Chemistry at various institutions and holds a Ph.D degree. Freelance writing,helping others,volunteering give me real happiness. I want to raise funds to make my wesite/blog fully functional.

    • NCFACanada

      Hello Arun, can you please email your information directly to me at casano@ncfacanada.org so that we can assist you in signing up as an NCFA member and/or work through any issue there may be with the sign-up process. Many thanks, Craig (email: casano@ncfacanada.org)

  • M K Harrison

    Quick question, I am not Canadian, though I am opening a project that is directed toward Canadian investors investing abroad. Base activity is to protect the interest of the Canadian investors that I often get cheated. You can reach me at kentonharrison@hotmail.com , which way would be best to directly interact?

  • M K Harrison

    sorry, That I often SEE get cheated…. typo…

  • Carol

    I am looking for someone to invest in me and my writing.
    Have 6 books published.

  • marsha

    Business & Personal Loans from $10,000 – $10,000,000 00. Get your no obligation FREE quote now! Repayments up to 54 Months. No Collateral, Money paid into your account within 24 hours after approval.For more information contact us today? honestloan10@gmail.com

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    Do you need a quick long or short term loan with a relatively low interest rate as low as 3%? We offer business loan, personal loan, home loan, auto loan,student loan, debt consolidation loan e.t.c. no matter your credit score. We are guaranteed in giving out financial services to our numerous clients all over world. With our flexible lending packages, loans can be processed and transferred to the borrower within the shortest time possible, contact our specialist for advice and finance planning. If you need a quick loan contact us via Email honestloan10@gmail.com

  • marsha

    Are you in search of a reputable lender, tired of being rejected banks and mortgage, are you tired of looking for funding for your business, or you are financially embarrassed that you can not repay your debts and bills, Do you think that financial aid? if not now hurry up and grab a guaranteed unsecured loan Today, contact us by email- fasterloanservice@gmail.com

  • The baker

    I am doing a boat cruise fundraiser for professionals everywhere in Toronto. Idea came about when I noticed hundreds of youth idle who’s parents could not afford summer camp or tours and excursions during the summer break. I need an investor to help with the cruise. It will be fun for a mature crowd and will benefit youth in low income families. Can anyone Help? Please email me: torontoyouthspeak@gmail.com