Raising Capital with the Offering Memorandum Exemption
The Offering Memorandum (OM) exemption can be used by companies at any stage of development to raise capital from retail investors. Oziel Law combines its expertise with software applications to create a process which streamlines the OM offering, reducing inefficient time and costs, so we can focus on advising you through any challenges every step of the way.
Requirements vary depending on the province where the company and the investor reside. At a minimum, you will need to:
Deliver to the investor an offering memorandum in the required form. The OM form must be easy to read and understand, while also including all statements and information required under the prescribed form.
Obtain a signed risk acknowledgement from the investor, which you should retain for eight years.
Do I need to file the Offering Memorandum?
Yes. The OM must be filed with the security regulatory authorities in the respective province where a distribution is made within ten days.
Do I need audited financial statements?
Generally, to raise money under the Offering Memorandum exemption, you will need to have your financial statements audited.
Raising money in Canada is regulated provincially and every province has its rules and requirements to use the Offering Memorandum. We will work with you to understand your goals and to structure the raise in an efficient and compliant manner.
If you raised money in AB, NB, NS, ON, QC or SK, you will have to provide an annual notice to the investor on how the proceeds raised under the Offering Memorandum were used by your company. In connection with this, audited annual financial statements must be provided.
What if there are changes in your business?
In NB, NS and ON, you will also have to notify the investors if there is a change in your industry, a discontinuance in your business or a change of control.
On-Going Disclosure Requirements
In some provinces, there are on-going requirements that should be completed after the investment is completed.
Streamlining Offering Memorandum Offerings
We partner with DealMaker to provide a streamlined and efficient offering, while also ensuring legal compliance for your capital raise.
Reduction of filing costs
Preparation of compliant documents
Legal counsel tailored for startup companies
Easy question flow that guides you through the OM requirements
Tell us what you or your company require assistance with. Our legal team will be in touch shortly.
Let's get in touch
If you have any questions or legal needs, please feel free to give us a call or use our contact form. We endeavor to respond back within 2 business days to set up a time to chat.