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.

Get Started with Your OM Offering

Why Raise Money with the Offering Memorandum?

The OM Exemption allows both private and public companies to raise money from the general public. Some of the advantages of this exemption include:
Anyone can Invest

The OM exemption grants an investment opportunity to all Canadians without the prohibitive cost and time required to go public.

Accessible to all Companies

Use your business idea to raise capital from the general public, no matter the stage of your company's development.

Flexible Raise Structure

Streamline your capital raises by combining multiple exemptions and incorporate multiple closings without a mandatory limit on the raise amount.

Increase Brand Awareness

Generate awareness about your business using online marketing campaigns and inspire consumers to believe in your vision.

How companies can take advantage of the Offering Memorandum?

Use the Offering Memorandum to raise money

What are the basic requirements?

Requirements vary depending on the province where the company and the investor reside. At a minimum, you will need to:

  1. 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.
  2. 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.

General Requirements

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.

$10,000 Per Investor

  • Anyone from the general public
  • Limit applies annually
  • Limitation applies to all provinces except BC and NL

$30,000 Per Investor

  • Eligible Investors
  • Limit applies annually
  • Available to investors in ON, AB, NB, NS, QC and SK.

$100,000 Per Investor

  • Available to eligible investors who have received suitability advice about the investment
  • Limit applies annually
  • Available to investors in ON, AB, NB, NS, QC and SK.

Unlimited

  • Available to any investors in BC and NL
  • For any other provinces, there are no limits for accredited investors or investors closely related to the issuer

Investment limits vary depending on the Canadian province

Different provinces will have different investment limits and requirements. Generally, there are three different regimes, depending on where the distribution is made.

How the money raised was used?

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
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Have Questions?

Tell us what you or your company require assistance with. Our legal team will be in touch shortly.

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