Êtes-vous un investisseur qualifié?
Qui est admissible à titre d’investisseur qualifié?
Summary of the definition in National Instrument 45-106 Prospectus Exemptions (“NI 45-106”), Section 1.1, the harmonized rule used across Canadian securities regulators.
This note restates, in plain language, the categories of person that meet the “accredited investor” (“AI”) definition in NI 45-106. It is intended as an explanatory summary — not a verbatim reproduction of the Instrument. The wording of the Instrument itself governs; see the sourcing note at the end before relying on this for a legal document (e.g., a subscription agreement or offering memorandum schedule).
1. Individual investors — the three most commonly used tests
An individual qualifies as an accredited investor if they meet any one of the following (only one test needs to be satisfied):
- Net financial assets test (≥ $1,000,000): The individual, alone or together with a spouse, beneficially owns financial assets (cash, securities, and certain insurance/deposit contracts) with an aggregate realizable value that, before tax but net of any related liabilities, exceeds $1,000,000.
- Income test ($200,000 / $300,000): The individual’s net income before taxes exceeded $200,000 in each of the two most recent calendar years (or $300,000 combined with a spouse in each of those years), and the individual reasonably expects to exceed the same income level in the current year.
- Net asset test (≥ $5,000,000): The individual, alone or with a spouse, has net assets of at least $5,000,000. Unlike the financial-assets test above, this measures total net worth and can include real estate and other non-financial property.
2. Institutions, entities, and other categories
The definition also extends to a range of regulated institutions and other entities, including:
- Canadian financial institutions (banks, credit unions, trust and loan companies, insurance companies) and Schedule III banks
- The Business Development Bank of Canada, and subsidiaries wholly owned by the institutions above
- Persons registered as an investment dealer, adviser, or other registrant category under Canadian securities legislation, and individuals registered (or formerly registered) as their representatives
- Governments of Canada, a province or territory, or a foreign jurisdiction, and their agencies or wholly-owned crown corporations; municipalities and public boards or commissions in Canada
- Pension funds regulated by a federal or provincial pension regulator
- Entities (other than individuals or investment funds) with net assets of at least $5,000,000 per their most recently prepared financial statements
- Investment funds that distribute securities only to accredited investors, or that have distributed securities under a prospectus for which a receipt was issued
- A trust company or trust corporation, or a registered adviser, acting on behalf of a fully managed account it manages
- A registered charity that has obtained advice on the trade from an eligibility adviser (or, in Saskatchewan, a portfolio manager)
- An entity organized under the laws of a foreign jurisdiction that is analogous to any of the institutional categories above
- An entity in which all owners of interests (other than voting securities required by law to be held by directors) are themselves accredited investors
- A trust established by an accredited investor primarily for the benefit of that person’s family members, where a majority of the trustees and all of the beneficiaries meet the conditions specified in the Instrument
3. Key defined terms
- “Financial assets”: cash, securities, and a contract of insurance, deposit instrument, or evidence of a deposit that is not a security.
- “Related liabilities”: liabilities incurred or assumed to acquire or hold financial assets, or liabilities secured by financial assets.
- “Spouse”: as defined under the applicable provincial legislation — generally a person married to, or in a marriage-like (common-law) relationship with, the individual.
Sourcing note
This is a plain-language summary provided for information purposes only. Investors should review the official consolidated text, contact their advisor, or contact us at [email protected].
Official consolidated text: OSC — NI 45-106 unofficial consolidation