If an Ontario credit union wants to raise capital by issuing securities such as special shares to its members via an offering statement, it must file an application for receipt of the offering statement with the CEO of the Financial Services Regulatory Authority of Ontario (the CEO).
Refer to section 70 of the Act and section 13 of Ontario Regulation 105/22 for the specific information that must be included within the offering statement application.
Additional information that may be requested includes the following:
- a copy of the Articles of Incorporation
- articles of amendment if applicable (for the issuance of shares in series or class of special shares)
- subscription form
- marketing plan/advertising materials
- capital plan
The credit union's offering statement must provide full, true and plain disclosure.
How to apply
- Credit Unions are encouraged to meet with FSRA staff prior to submitting an application for approval or authorization of Transactions for the following reasons:
- a meeting provides an opportunity to ask questions and ensure that there is a comprehensive understanding of the applications process
- there may be more than one approval required for particular Transactions (i.e., there may be associated approvals)
- meeting prior to submitting an application will help ensure that any associated approvals or issues are identified as soon as possible, minimizing delays
- File the request for a receipt with a copy of the signed offering statement and appendices with the Credit Union and Insurance Prudential (CU&IP) Approvals & Insurance Prudential Practices team, via the secure portal or by email to: [email protected].
- Submit the request at least 45 business days prior to the offering statement date to ensure there is sufficient time for it to be reviewed and processed.
- Mail a cheque for the required fee payable to the Financial Services Regulatory Authority of Ontario (FSRA), 25 Sheppard Avenue West, Suite 100, Toronto, ON, M2N 6S6. For electronic transfers, contact [email protected]. See the FSRA's Assessments and Fees.
- If the offering statement is approved, the CEO will issue a receipt to the credit union. The receipted offering statement must be made available to all credit union members, with a copy provided to any member who requests one, before a subscription for special shares is accepted. The receipt for the offering statement is valid for six months. See Section 70 of the Credit Unions and Caisses Populaires Act, 2020 (the Act).
When offering a new series or class of special shares
If a credit union plans to offer a new series or class of special shares including patronage shares, the articles of incorporation may require amendment. To do this, the credit union must:
- file a request to amend the articles of incorporation
- provide the articles of amendment for adding the new class or series
- obtain the special resolutions of its members or delegates, shareholders, and board (as applicable), to approve the change
For more information, refer to Filing the Articles of Amendment for a Credit Union.
Note that an offering statement is not required when a credit union issues shares as a patronage dividend, or as a dividend on special shares paid in shares rather than cash.