Exempt Distributions

This section is intended to be a general summary of the law and should not  be solely relied upon to sell securities. Prior to selling securities, the reader should obtain and review the full text of the law and obtain professional advice.

The Securities Act requires securities to be sold using a prospectus and the services of a person who is registered with the MSC. However, the Act sets out ways a business can raise money through the sale of securities without the need for a prospectus and a registered dealer. These methods are referred to as exemptions from the prospectus and registration requirements.

Each and every requirement for an exemption must be carefully followed in order to qualify for an exemption, and anyone who plans on selling securities using an exemption is strongly urged to obtain professional advice before approaching potential investors. It may be an offence under The Securities Act to sell securities without complying with an exemption, unless the sale is made by a registered dealer using a prospectus.

Do not begin contacting people to invest until all requirements of an exemption have been met. In some cases, the MSC must receive notice before potential purchasers can be approached.

There are exemptions available in most of Canada (see "National Exemptions"), as well as exemptions that are only available in Manitoba (see "Provincial Exemptions"):