Who can participate, and why it is a legal question.
Private securities are generally distributed under an exemption from the prospectus requirement. The exemption defines who may participate — we do not. The summary below is general information, not legal advice about your situation.
Canada — accredited investor
In Canada, the most commonly used route is the accredited-investor exemption under National Instrument 45-106. An individual typically qualifies on one of these bases:
- Financial assets, alone or with a spouse, exceeding $1,000,000 before taxes, net of related liabilities
- Net assets, alone or with a spouse, of at least $5,000,000
- Net income before taxes exceeding $200,000 in each of the last two years — or $300,000 combined with a spouse — with a reasonable expectation of the same this year
- Financial assets exceeding $5,000,000 for a person or company
- Registration as an adviser or dealer, or another category the instrument sets out
Corporations, trusts, partnerships, pension funds and certain other entities may qualify on their own bases. Thresholds and definitions differ between Canadian jurisdictions and are subject to change.
Other jurisdictions
Outside Canada, equivalent concepts exist under different names — "accredited investor" in the United States, "professional" or "well-informed" investor in parts of Europe, "wholesale" or "sophisticated" investor in Australia. Where you are resident determines which rules apply to you, and some jurisdictions are ones we cannot serve at all.
How we verify
Self-certification
Your request form records the basis on which you believe you qualify. This is a screening input only.
Documentary confirmation
Before anything of substance is shared, eligibility is confirmed through the documentation the applicable exemption requires.
Identity and source of funds
Standard know-your-client and anti-money-laundering checks apply, as they would with any regulated counterparty.
Ongoing
Eligibility is reconfirmed periodically and at each new opportunity, because circumstances change.