Do I need to make retroactive amendments to my articles in order for my corporation to be considered a private issuer under National Instrument 45-106?
Corporations Canada does not give advice respecting the need for amendments to a corporation’s articles. It is up to the corporation to ensure that its articles meet the requirements of the CBCA, as well as other statutory, regulatory or other requirements, such as National Instrument 45-106. If the corporation’s articles must be amended in order to meet the private issuer requirements, the corporation must make these amendments by filing Articles of Amendment. The effective date for the amendments is the date indicated on the Certificate of Amendment, that is, the date on which the Articles of Amendment were received by Corporations Canada. Any questions relating to the application of National Instrument 45-106 should be referred to the Canadian Securities Administrators.
