Distributions made from Québec to persons established outside Québec


Under section 12 of the Securities Act (the Act), every person intending to make a distribution of securities from Québec to persons established outside Québec is required to prepare a prospectus and obtain a receipt from the AMF.

However, a prospectus is not required under section 12 of the Act where the issuer provides the information required by the Securities Regulation and the AMF agrees or does not object within 15 days after receiving the information.

Application under section 12 of the Securities Act

Issuers seeking the AMF's agreement must file an application to that effect via SEDAR+ before making any solicitation in respect of the proposed offering. To enable it to make an informed decision, the AMF expects the application to set out:

  • a description of the general context of the distribution to be made outside Québec (e.g., specify if the distribution will be made elsewhere in Canada or if it constitutes a step in a more elaborate financing structure);
  • a description of any past or future public announcement related to the distribution;
  • an analysis outlining how the absence of a prospectus would not affect the protection of investors or the reputation of Québec in foreign markets by discussing, for example, any issue related to:
    • the sufficiency of proceeds to be used to achieve the issuer's objectives;
    • the issuer's capital structure;
    • any change in control over the issuer or change in the issuer's activities;
    • compliance with regulation applicable to offerings in jurisdictions where the securities are distributed.
  • an analysis of the risks (and measures taken to mitigate such risks, as applicable) that the securities may be indirectly distributed in Québec or be resold to Québec residents.

In addition to the above, when preparing an application for AMF agreement, filers should refer to the information about the content and quality of discretionary exemption applications available on the AMF website.

The AMF analyzes applications on a case-by-case basis and, if necessary, sends the issuer a letter of observations before expiry of the 15-day period. The AMF may use its discretion to request the filing of a prospectus.

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