There is a common misconception that securities laws only apply to incorporated companies listed on a stock exchange. Securities laws apply to any issuer of securities, incorporated or unincorporated, including those not listed on a stock exchange.

The misconception results in many start-up and early-stage companies unintentionally breaking the law because they don’t realize that they are distributing securities.

Every person who “distributes” new securities must disclose certain information to potential investors in the form of a prospectus. This requirement ensures that investors receive sufficient information to allow them to make an informed investment decision.

We provide exemptions to securities regulations. These are exceptions which relieve a business from prospectus obligations in certain circumstances. These exemptions can be used to: start a company; reward employees; raise money to finance the development of a business or community venture; reorganize a business; or to sell a business.

Commonly-used securities exemptions include:
  • Raising money from friends & family
  • Offering Memorandum
  • Private Issuer
  • Accredited Investor
  • Employee, executive officer, director & consultant
  • $150,000 minimum investment

  • Report of Exempt Distributions (external link) - Offers a PDF Fillable form

Offering Memorandum Exemption - Guide to raise equity capital in NB
Capital Raising Exemptions - Guide to the most commonly used prospectus exemptions in NB

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