BC Securities Commission Order of Production

– *updated February 14, 2022 –

order-of-productionThe British Columbia, Alberta, Ontario and Saskatchewan Securities Commissions are all very proactive in their approach to overseeing the exempt private placement securities market involving their home jurisdictions.

One way these securities regulators oversee what is happening in these markets is to sample whether issuers are using the exemptions appropriately by conducting a more thorough review of exempt filings. Essentially, they are conducting a compliance investigation. As part of this process, securities regulators first gather information by (1) sending out a cover letter and questionnaire to investors; and (2) presenting issuers with an order for production. Responses from investors to the securities regulator are voluntary at this stage. Issuers are required by law to respond to the securities regulator within the time frame provided.

Attached is a sample cover letter and order for production sent out by the BC Securities Commission to issuers. The registration and prospectus exemption referred to in the letter and order of production may change to reflect what exemptions a particular issuer actually relied upon in their offering.

Sample Cover Letter to Issuers Sent by Securities Regulators

[Logo & Header of British Columbia Securities Commission][spacer height=”20px”] [spacer height=”10px”] [Date][spacer height=”10px”] [Corporate Officer] [spacer height=”5px”] [Title][spacer height=”5px”] [Company Name][spacer height=”5px”] [Street Address][spacer height=”5px”] [City, Province, Postal Code][spacer height=”20px”]

Dear [Corporate Officer]:

[Company Name] ([Issuer])

In order to improve the Commission’s understanding and oversight of the exempt market, [Company Name] has been selected for review.  Attached is an Order for Production that you must comply with by [Day of Week, Closing Date].

We would like to know a little bit about your understanding of this investment and invite you to complete the enclosed survey.

If you would like to discuss this matter, please call Shelly Kraushaar, Compliance Administrator at 604-899-6733.

Yours truly,[spacer height=”20px”] [Name of Current Director] [spacer height=”5px”] Director [spacer height=”5px”] Corporate Finance[spacer height=”20px”]

ME/mc[spacer height=”5px”]

Enclosure (1)


Sample Order of Production

[Logo & Header of British Columbia Securities Commission][spacer height=”25px”]

Order for Production

[Company Name]

Section 141 of the Securities Act, RSBC 1996, c. 418


[Company Name] (the Company) has purported to make a distribution of securities in reliance on an exemption from the registration and prospectus requirements of the Securities Act, RSBC 1996, c.418 (the Act).  The Act requires the Company to provide the following information and records for the administration of the Act, to assist in the administration of the securities laws of another jurisdiction, for matters relating to trading in securities in British Columbia, and for matters in British Columbia relating to trading in securities in another jurisdiction.

The Order

Under section 141 of the Act, the Company is ordered to provide the following information:

  1. A detailed description of the Company’s business and business plan for the next two years;
  2. The Statute and jurisdiction under which the company is incorporated, continued or organized, and the date of incorporation, continuance or organization.
  3. For each officer and director of the Company, their name (including middle name), home address, phone number, email address, date of birth, the positions held in the Company and the date of obtaining the positions.
  4. Since inception, how much money the Company has raised and, if not previously reported, what exemptions were relied upon to raise the money.
  5. Provide a description of how the Company is using, or intends to use, the proceeds raised.
  6. The name of any finder who was compensated for locating investors, if not previously reported.
  7. The name, address and telephone number of your legal counsel and auditor.
  8. The names of the 10 largest shareholders of the Company and their holdings.


  1. If the Company has completed one or more fiscal years, a copy of the most recent annual financial statements.
  2. A copy of the Company’s most recent interim financial statements, if applicable.
  3. The Company recently filed a Form 45-106F1 Report of Exempt Distribution for distributions made [Distribution Date]. The Form indicates that several investors relied on the exemption under National Instrument 45-106 section 2.3 Accredited Investor. Describe the process used by the Company to determine the exemption was available for each of these investors.
  4. A copy of any reports, updates, promotional material provided to investors and finders since [Date].


The Company must deliver these materials before 4:00 pm, on [Closing Date] to Shelley Kraushaar, Compliance Administrator, at PO Box 10142, Pacific Centre, 12th Floor, 701 West Georgia Street, Vancouver, British Columbia, V7Y 1L2.

[Signature Date][spacer height=”20px”] [Name of Current Director][spacer height=”5px”] Director [spacer height=”5px”] Corporate Finance

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