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International Dealer Exemption

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In addition to disclosure and filing requirements, Canadian securities laws also include requirements for issuers to sell their securities through registered dealers. If an issuer is in the “business of trading in securities”, which is a factual determination, then the issuer will need to retain one or more registered dealers in Canada to broker the sale of its securities, or rely on a dealer registration exemption.

In the context of cross-border securitization transactions, Canadian issuers often engage U.S. dealers to participate in the offering. As noted above, any U.S. dealer involved in the sale of securities by a Canadian issuer in Canada needs to either be (i) registered as a dealer in the province where it proposes to make sales of the securities, or (ii) relying on an exemption from the dealer registration requirement in such province.

When selling securities of a non-Canadian issuer by way of private placement into Canada, most U.S. dealers rely on what is known as the “international dealer exemption”. Under that exemption, a U.S. broker-dealer can only sell to “accredited investors” that are also “permitted clients” and that purchase the securities as principal. A U.S. dealer that relies on this exemption is required to file a form with the applicable Canadian securities regulators, submitting to the jurisdiction of such securities regulators, and appointing an agent for service of process.

In addition, U.S. dealers can also rely on the “international dealer exemption” to participate in certain issuances of debt securities in Canada (including asset-backed securities) by Canadian issuers. The dealer registration requirement does not apply in connection with an offering of a debt security of a Canadian issuer to a “permitted client”, if the debt security is denominated in Canadian dollars, or (if not denominated in Canadian dollars) it was originally offered in a primarily non-Canadian jurisdiction and a prospectus with respect to such security was not filed with a Canadian securities regulator.


McCarthy Tétrault LLP has significant experience in structuring and executing cross-border securitization transactions, and would be pleased to assist you in navigating through the legal considerations underlying such transactions.




当通过私募方式向加拿大出售非加拿大发行人的证券时,大多数美国交易商依赖所谓的"国际交易商豁免"。根据该豁免,美国交易商只能向法定的"合格投资者" (“accredited investors”)与“被认可投资者”出售,并且投资者必须是以委托人身份购买证券。依赖此豁免的美国交易商必须向适用的加拿大证券监管机构提交一份表格,接受此类证券监管机构的司法管辖,并指定一名送达程序的代理人。






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