56 QUESTION Answer Are there any special considerations for foreign companies when it comes to disclosure? Foreign companies listed in Canada may be able to access the Multi Jurisdictional Distribution System (MJDS), a reciprocal initiative by the Canadian Securities Administrators and the U.S. Securities Exchange Commission (the SEC). The MJDS allows eligible Canadian issuers to satisfy certain U.S. offering and reporting requirements by submitting disclosure documents that comply with the requirements in Canada. Under the MJDS, a Canadian issuer may rely on the Canadian prospectus to distribute securities in the United States without having to meet all of the requirements of the SEC. Will my company incur Canadian corporate taxes for the capital raised on TSX or TSXV? No. There are no Canadian corporate taxes applicable to capital raised in Canada. Those fees are payable to securities commissions and the Exchanges. Will my company automatically be subject to reporting requirements in the United States and Sarbanes-Oxley if my company goes public in Canada? No. There are exemptions available from the registration and reporting requirements of the United States Securities Exchange Act of 1934, as amended (U.S. Exchange Act) and, therefore, the reporting requirements of the Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley). Your company may qualify for these exemptions through careful structuring of your company’s listing and continued monitoring of your company’s status in the future.
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