ASC to Charge Annual Participation Fees to Reporting Issuers
The Alberta Securities Commission recently announced that, effective December 1, 2016, it will charge reporting issuers a new annual “participation fee” when filing their annual financial statements.
Currently the ASC charges reporting issuers a flat fee of either $300 (for issuers that are not eligible to file a short form prospectus) or $2,400 (for issuers that are eligible to file a short form prospectus). The ASC also charges additional fees based on a percentage of the gross proceeds raised from public and exempt distributions.
Under the new fee structure, different fees will be charged to different issuers based on their type and size. For example, a reporting issuer (other than an investment fund) with its securities listed on an exchange will be charged a new annual participation fee based on the issuer’s market capitalization during the most recently completed year. For many issuers, these fees will be significantly greater than the fees that they are currently paying. However, on the bright side, the new fee rule will eliminate fees that are currently charged to such issuers based on the gross proceeds from public and exempt distributions. The new fee model being implemented by the ASC is similar to the fee model that the Ontario Securities Commission has used for several years.
The method of calculating market capitalization is prescribed within the ASC’s new fee rule and is quite detailed and formulaic and it requires the inclusion of both equity and debt securities of the issuer. In any event, for a reporting issuer (other than an investment fund) with its securities listed on an exchange, the new annual participation fee will be as follows:
|Capitalization for the Previous Fiscal Year||Participation Fee|
|under $10 million||$400|
|$10 million to under $25 million||$500|
|$25 million to under $50 million||$1,200|
|$50 million to under $100 million||$3,000|
|$100 million to under $250 million||$6,500|
|$250 million to under $500 million||$14,000|
|$500 million to under $1 billion||$19,000|
|$1 billion to under $5 billion||$28,000|
|$5 billion to under $10 billion||$36,500|
|$10 billion to under $25 billion||$42,500|
|$25 billion and over||$48,000|
Invitation for Discussion:
If you would like to discuss this article in greater detail, or any other business law matter, please do not hesitate to contact one of the lawyers in the Business Law group at Shea Nerland LLP.
Note that the foregoing is for general discussion purposes only and should not be construed as legal advice to any one person or company. If the issues discussed herein affect you or your company, you are encouraged to seek proper legal advice.