Karsten Wenzlaff, Advisor
August 26th, 2025
Karsten Wenzlaff is a Crowdfunding and Fintech Expert from Germany. He is Secretary-General of Digit[...]
CSA Proposes $50K Harmonized Self Certified Investor Exemption
Consultation | Sep 30, 2025
Image: Freepik/prostooleh
Canadian Regulators Open Consultation On Self-Certified Investor Rule
On September 25, 2025 the Canadian Securities Administrators (CSA) released for comment a proposal to harmonized Self-Certified Investor Prospectus Exemption (See: Notice and Request for Comment on Multilateral Instrument 45-111) that aims to replace a patchwork of provincial exemptions with a framework that makes it easier for more Canadians to participate in private markets and businesses to raise capital.
The comment period runs until January 5, 2026, giving NCFA members and stakeholders the opportunity contribute to one of the most important reforms for retail investor access in years.
What the Proposal Changes
The new rule would harmonize exemptions across multiple provinces and territories, replacing existing orders that had created pilot programs in each province. It sets an across the board investment cap of $50,000 per calendar year that can be spread across multiple issuers.
See: U.S. ACCESS Act Advances to Ease Crowdfunding Rules
By consolidating exemptions into a single instrument, the CSA hopes to reduce legal and compliance duplication that has added cost and complexity for issuers.
This proposal builds on a broader modernization trend in Canada’s markets, including reforms such as the expansion of the Listed Issuer Financing Exemption (LIFE), which NCFA has reported as a material change for retail access to public capital raising.
Requirements for Self-Certified Investors
Ontario has been one of the provinces piloting the model through Ontario Instrument 45-507 Self-Certified Investor Prospectus Exemption. The criteria in that order provide a clear picture of who could qualify:
- An individual may be eligible if they hold designations such as Chartered Financial Analyst (CFA), Chartered Business Valuator (CBV), Chartered Professional Accountant (CPA), or Chartered Investment Manager (CIM)
- Others may qualify by holding a law degree with a practice focused on corporate finance, mergers, or acquisitions, or by completing advanced education such as an MBA with a concentration in finance or a commerce degree specializing in finance or investment
- Passing key financial industry exams like the Canadian Securities Course or the Exempt Market Products Exam can also qualify an individual.
See: Wealth Management Insights for Fintechs and Investors
- Relevant work experience is another pathway. Ontario recognizes at least five years in related areas such as venture capital, private equity, investment management, or corporate finance, as well as senior roles in industries that give the investor the ability to assess business risk.
- Under the CSA proposal, qualifying pathways would expand to include individuals who, within the last five years, have been employees of a venture capital or private equity fund or a business that invests in or finances small or medium-sized issuers and who have participated in those investment activities for at least one year
- Founders or directors of early stage businesses with annual revenues of at least $500,000
To participate, an investor must complete both a Confirmation of Qualifying Criteria and an Acknowledgement of Risks form, certifying they understand the nature of exempt market securities and the absence of prospectus protections.
Notably, the Ontario pilot set the limit at $30,000 annually across issuers, while the new CSA proposal raises this cap to $50,000 across multiple jurisdictions. For the full consultation record, see the CSA Multilateral Notice for MI 45-111.
Who Could Qualify Under the Exemption
The combined effect of the newly harmonized rule would open up private markets to knowledgeable professionals who may not meet accredited investor wealth thresholds.
See: Report Insights: DIY Investors in Canada on the Rise
This includes financial analysts, accountants, valuators, and lawyers with corporate finance experience, as well as entrepreneurs and senior executives who have led companies in sectors where their industry knowledge helps them evaluate business risk. By broadening access, the exemption is intended to channel new pools of informed capital into early stage and growth businesses.
Potential Impact on Capital Formation
The CSA consultation does not provide any projections on the number of new investors or volume of new capital inflows that may result from these changes, and Ontario’s pilot program didn't publish any participation data. However, harmonization is expected to expand the eligible investor base and reduce administrative burdens on issuers.
For startups and small businesses, this can lower the cost of fundraising and increase the number of investors able to participate.
See: The Real Story of Access to Capital
For investors, the proposed exemption enables participation based on knowledge and experience rather than wealth, while maintaining safeguards such as certification requirements and annual limits.
The proposed change is part of a wider trend of policy changes aimed at growing early stage financing in Canada, including Ontario's interim class orders that support early stage capital formation. More transparent reporting on participation and capital raised will be important for assessing outcomes and balancing investor protections over time.
Your Voice Counts!
Canada has long faced criticism for fragmented securities rules that make capital raising inefficient. By harmonizing exemptions across multiple provinces and territories, the CSA is addressing structural barriers that have limited access to early stage funding. If adopted, Multilateral Instrument 45-111 would give more Canadians the ability to participate in investment growth opportunities while providing businesses with a clearer path to attract more capital.
The comment period deadline is January 5, 2025. NCFA encourages its community to participate in this consultation by reviewing the CSA consultation materials, consider operational and investor protection details that should be refined, and submit data-driven and/or evidence-based feedback to regulators.
For background on Ontario’s pilot approach, see NCFA’s coverage of the OSC pilot self-certified investor exemption which provides additional context on the origins and mechanics of the model in Ontario. Also for further context, see the CSA consultation news release.
The National Crowdfunding & Fintech Association (NCFA Canada) is a financial innovation ecosystem that provides education, market intelligence, industry stewardship, networking and funding opportunities and services to thousands of community members and works closely with industry, government, partners and affiliates to create aa vibrant and innovative fintech and funding industry in Canada. Decentralized and distributed, NCFA is engaged with global stakeholders and helps incubate projects and investment in fintech, alternative finance, crowdfunding, peer-to-peer finance, payments, digital assets and tokens, artificial intelligence, blockchain, cryptocurrency, regtech, and insurtech sectors. Join Canada's Fintech & Funding Community today FREE! Or become a contributing member and get perks. For more information, please visit: www.ncfacanada.org
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