Distributing securities in BC requires a prospectus under the Securities Act, RSBC 1996 c 418 unless an exemption applies. Most private company raises rely on exemptions in NI 45-106, such as the private issuer, accredited investor and family, friends and business associates exemptions.
A BC business raising capital should confirm which prospectus exemption it is relying on and whether a report of exempt distribution must be filed.
Selling shares to investors who do not fit an exemption can expose the company and its directors to BC Securities Commission enforcement and to investor claims.
Fulcrum's corporate lawyers can help with these issues.
General information about British Columbia and Canadian law, current to October 2026. It is not legal advice.