Common Capital Raising Prospectus Exemptions

Disclaimer: The following information is intended only as general introductory information to address some common questions. It is not intended to be and must not be relied on as legal advice. Please refer to the specific provisions of Alberta securities laws. We encourage you to seek legal advice from legal counsel familiar with Alberta securities laws.

There are a variety of different prospectus exemptions for different types of transactions. This section focuses on those prospectus exemptions that are most commonly used as a means to raise capital by small businesses.

The prospectus exemptions in Alberta that are most likely to be relied upon by small businesses for capital raising are:

  • Private issuer exemption (for non-reporting issuers only)
  • Employees and consultants exemption
  • Family, close personal friends and close business associates exemption
  • Accredited investor exemption
  • Self-certified investor exemption
  • Foreign investors
  • $150,000 minimum amount exemption
  • Offering memorandum exemption
  • Start-up crowdfunding regime (for non-reporting issuers only)
  • Small business financing exemption (for no-reporting issuers only)
  • Cooperatives exemption
  • Rights offering exemption (for reporting issuers only)
  • Existing securityholder exemption (for reporting issuers only)
  • Investment dealer exemption (for reporting issuers only)
     

Cheat sheet: Private company capital-raising prospectus exemptions at a glance

This table provides a quick summary comparison of the key features and requirements of the common capital raising exemptions available under Alberta securities law for businesses that are not reporting issuers. Further details about each of the exemptions are available below.

CHEAT SHEET: Private company capital-raising prospectus exemptions at a glance

Private issuer exemption
Employees and consultants exemption
Family, friends and business associates exemption
Accredited investor exemption
Self-certified investor exemption
Foreign investors
$150,000 minimum amount investment exemption
Offering memorandum exemption
Start-up crowdfunding regime
Small business financing exemption
Cooperatives exemption
Rights offering exemption
Existing security holder and investment dealer exemption