Canada Update: Alberta Updates Crowdfunding Regulations but Where Does Canada Stand in the National Harmonization of Rules? What about Fintech Development?

Last week, the Alberta Securities Commission (ASC) adopted a “Blanket Order” for “Startup Crowdfunding Registration and Prospectus Exemptions.” In effect, the ASC was seeking to improve access to capital for smaller firms – a good thing- but the move also highlights the disparity between the provinces and a greater need for national harmonization of online capital formation rules. Financial services in Canada are all regulated at the provincial level thus there exists a degree of disparity regarding rules.

While a smaller country by population, Canada has consistently ranked high in entrepreneurship and innovation. According to a recent KPMG report, the Canadian Fintech ecosystem is thriving but, like any other country, more can be done.

Crowdfund Insider reached out to Denise Weeres, Director, New Economy at the ASC and Craig Asano, Executive Director and founder of the National Crowdfunding and Fintech Association of Canada (NCFA). The NCFA has long led the charge advocating on behalf of Canada’s emerging Fintech market and various securities crowdfunding platforms.

The New Economy Division of the ASC works closely with staff to coordinate efforts to facilitate capital-raising by new economy companies entering the capital market. The Division also strives to anticipate and act on issues and opportunities relating to emerging financial technologies (Fintech).

Our discussion with the two innovation proponents is shared below.

The ASC update to rules is in advance of national harmonization. Why update now?

Denise Weeres: It takes a while to get a national instrument in place.  We wanted to allow Alberta businesses and investors to be able to participate in this regime now.

What is the status of harmonization?

Denise Weeres: All of the CSA [Canadian Securities Administrators] jurisdictions are working cooperatively on the national instrument  – we are looking at harmonizing and exploring targeted amendments to improve upon the existing regime.

The maximum raise amount appears to be low in contrast to some other jurisdictions. Are there any expectations for this amount to be raised?

Denise Weeres: The maximum raise is consistent with the other participating CSA jurisdictions start-up crowdfunding regimes.

Start-up crowdfunding is intended for the very early-stage businesses.  It requires a very simple offering document – and significantly doesn’t require financial statements.

A funding portal that is not registered as a dealer can be used too.  The limits reflect the fact that investors likely won’t get all the information they would typically (both at the time of the offering and thereafter) and they may be using a funding portal that isn’t registered and wouldn’t get the protections associated with a registered dealer.

But start-up crowdfunding is not the only way to crowdfund in Canada.  It’s just one of a number of options available.

For example, businesses can crowdfund through a registered dealer funding portal under the offering memorandum [OM] exemption where there is no limit at all on the maximum raise and much higher amounts for the amount that individual investors can invest;

    • $10K for anyone,
    • $30K for an “eligible investor” e.g., someone who had had and expects to have $75K net income or has $400K net assets
    • up to $100K for an eligible investor who also gets advice from a dealer that the investment is suitable for them and
    • no limit for accredited investors.

Under the offering memorandum exemption, the offering document has more detailed disclosure – more similar to the offering document used for U.S. crowdfunding – and like other jurisdictions, it involves a funding portal that is registered as a dealer.

In #Canada, businesses can crowdfund through a registered dealer funding portal under the offering memorandum (OM) exemption where there is no limit on the max raise & much higher amounts for the investors Click to Tweet

Craig, how is the Canadian ecosystem evolving, in your opinion?

Craig Asano: The Fintech ecosystem in Canada is growing, albeit not fast enough!  ‘slow and steady’ compared to high competition, fast iterations and market depth of UK/US markets but Canadian tech is starting to attract the interest of US funds and international Fintech brands are taking notice too of which many are planning to include Canada in their rollout plans (ie Revolut).

New Fintech startups are launching all the time in a growing number of private and public incubators, accelerators, innovation hubs and grassroot event ecosystems that include a wide range of AI/data, Regtech (KYC, compliance automation), peer to peer debt/equity platforms, digital asset, crypto, DLT, NEO/challenger bank, Insurtech, personal finance, wealth management and alternative investing models.

Although the ecosystem is evolving the average consumer is conservative with lower Fintech awareness and adoption rates (similar to the US) than comparators in Europe and Asia.  Incumbents are strong and many Fintechs have partnered with institutions to tap capital resources, customers, data and global expansion infrastructure.  Canadian markets are smaller than the US and while it’s easy to launch it’s challenging to achieve sustainable business with significant compliance costs to operate across the country while acquiring customers not yet fully accustom to switching financial products.  There have been many successful fintech startups that are scaling from Lending Loop to Wealthsimple to Borrowell and FrontFundr who are all providing consumer-centric, simple to access, low cost, and tech-enabled financial products and services for new economy.

Open Banking is a juggernaut of an opportunity for data-driven Fintechs and consumers looking for choice, lower fees and innovative products but conversations are at a standstill until after the upcoming election.  The Ministry of Finance in Ottawa and appointed open banking advisory committee are no doubt watching the implementation challenges of PSD2 in Europe along with the progress being achieved in countries like Australia who are advancing national innovation initiatives like Open Banking ahead of Canada (and the US for what it’s worth).  Will these delays put Canada behind the eight-ball, or will we be able to catch-up quickly (leapfrog) and marry our robust tech sector with a historically strong banking system and begin to replace outdated infrastructure?

Specific to crowdfunding regulation in Canada, there’s still a long way to go to remain globally competitive in terms of caps, operating costs and the appropriate amount of regulation for the risk while making it feasible for licensed dealers and funding portals to have a sustainable practice.  The lack of harmonization and overly complex set of rules initially caused quite a backlash to the reputation of industry.

At present, there are far too few crowdfunding platforms and we need more operators to increase market volumes and reignite transactional interest among service providers, funding specialists, securities lawyers, and both retail and accredited investors.  Peer to peer lending is now proven and helping hundreds of companies’ access growth-orientated loans but needs its own set of proportionate regulation to level up further.  I look forward to next year to full harmonization which the CSA staff mentions will be out next year (ideally with the changes NCFA has been advocated for on behalf of industry for years).

Open Banking is a juggernaut of an opportunity for data-driven #Fintechs and consumers looking for choice, lower fees and innovative products Click to Tweet

How has NCFA’s collaboration with provincial regulators helped to move things along?

Craig Asano: We’ve developed a mutually beneficial relationship with regulators from the start which has been informative for both parties.  NCFA bridges the gap between stakeholder wants and needs and helps regulators better understand emerging innovations that are essential for Canada to remain competitive and current with the times.  The association polls its wide network of industry practitioners and aggregates feedback to regulators through comment letters, committee participation and bespoke submissions and calls.  We work with other agencies and encourage regulators to recognize a competitive perspective in their difficult role of regulating fair and efficient capital markets while protecting investors.  NCFA also gathers a significant amount of global market intel and research on how other jurisdictions are performing and shares with market participants and regulators alike in effort to bridge gaps and help stakeholders understand varied perspectives.  Regulators are regularly invited to NCFAs annual conferences where they participate to provide updates on emerging regulatory initiatives, challenges and concerns while providing education and resources for industry, companies and investors.

NCFA is appreciative of the challenge facing regulators and positions itself as an educational resource and network for the various provincial commissions to rely on at anytime.  While we advocate for specific asks on behalf of industry, we do so in ‘Canadian style’ which is a collaborative effort.

NCFA bridges the gap between stakeholder wants and needs and helps regulators better understand emerging innovations that are essential for Canada to remain competitive and current with the times #Fintech Click to Tweet

What are your expectations for 2020?

Craig Asano: I expect to see more growth and investor appetite while regulators continue to reduce the burden which is overly burdensome now.  This means small wins for the industry but doubtful for large scale national initiatives like Open Banking to reach implementation by 2020.

Internationalization will start happening, both Fintech imports and exports, and I expect at least 1-2 major Fintech brands to open up shop here in Canada.  This will stimulate market competition and local operators should be ready for this new reality.  I hope the government will recognize that chasing unicorns may not be what Canada is good at (despite academic research advising otherwise) but agree to support industry with a macro policy and expand funding initiatives and non-government infrastructure to help lots of companies achieve sustainability which will feed job creation and hopefully resist any impending global recession.

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