If a credit union wants to raise capital by issuing securities, such as special shares to its members, it must file an offering statement with the Superintendent of Financial Services (the Superintendent) for receipt.
The receipted offering statement must be made available to each credit union member before a subscription for special shares is accepted, and to any member who asks for a copy [see section 81 of the Credit Unions and Caisses Populaires Act, 1994 (the Act)]. The receipt for the offering statement is valid for six months.
Refer to section 77 of the Act and section 11 of Ontario Regulation 237/09 for the specific information that must be included in the offering statement. The credit union's offering statement must provide full, true and plain disclosure.
How to Apply
To obtain a receipt for an offering statement, a credit union must:
If a New Series or Class of Special Shares will be Offered
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; and
Obtain the special resolutions of its members or delegates, and shareholders (as applicable) to approve the change.
Please refer to FSCO's web page on filing the articles of amendment for more information.
Note that an offering statement is not required when the credit union issues shares as a patronage dividend, or as a dividend on special shares paid in shares rather than cash.
If the receipt for an offering statement is approved, the Superintendent will issue the receipt to the credit union.
The shares of a credit union are not insurable by the Deposit Insurance Corporation of Ontario.
Credit Unions should refer to the requirements under section 80 of the Act when a material change occurs and when there is an unexpired receipted offering statement.
An unexpired receipted offering statement may be renewed under the provisions of section 79 of the Act .