If an Ontario credit union wants to raise capital by issuing securities such as special shares to its members, it must file an offering statement with the CEO of the Financial Services Regulatory Authority of Ontario (the CEO) to apply for a receipt.
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).
The credit union's offering statement must provide full, true and plain disclosure. Refer to section 70 of the Act and section 11 of Ontario Regulation 105/22 for the specific information that must be included in the offering statement.
How to apply
To obtain a receipt for an offering statement, a credit union must:
- 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) Transactions and Events team, via the secure portal or by email to: [email protected].
- File the board resolution authorizing the share issuance.
- File a copy of the Articles of Incorporation.
- 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. See the FSRA's Assessments and Fees.
If the offering statement is approved, the CEO will issue a receipt to the credit union.
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, the articles of incorporation must be amended. 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, and shareholders (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.