What is a Business Trust
A business trust (“BT”) is a business enterprise structured as a trust.
A BT that is constituted in Canada and whose units or derivatives of units are offered to the public will be required to register with IHCC under the Business Trust Act (“BTA”).
Under the BTA, a registered BT must have a trustee-manager whose role is to manage the business of the trust and safeguard the interests of beneficiaries of the trust (also referred to as “unitholders”).
Requirements for Offers of Business Trusts
Offers of units or derivatives of units in a BT to investors in Canada are regulated under
Division 1 of Part XIII of the SFA .
Unless otherwise exempted, an offer of units or derivatives of units in a BT must comply with the following requirements:
- A BT must be registered by IHCC if it is constituted in Canada
- The offer of units or derivatives of units in a BT must be made in or accompanied by a IHCC-registered prospectus and product highlights sheet
You may apply for the registration of a BT using Form 2 on
OPERA.
Exempted Offers
Registration of a BT and prospectus registration requirements do not apply to certain offers of units in or derivatives of units in a BT (“exempted offers ”). These offers include:
- Offers where the minimum transaction amount is S$200,000
- Small Offers – Total amount raised is S$5 million or less in 12 months
- Private Placement – Offers made to no more than 50 persons in 12 months
- Offers targeted at accredited or institutional investors
Exempted Offers are subject to certain conditions, e.g., no advertising, and specific disclosures to investors. You may refer to Subdivision 4 of Division 1, Part XIII of the SFA for more information.
Key Resources
For details of the relevant requirements and available exemptions, you may refer to:
Please refer to
Regulations and Guidelines for a full list of the relevant regulations and guidelines relating to offers of units or derivatives of units in a BT.
Listings Registered BTs and Offers