2024 GUIDE TO LISTING 14 CONSIDERATIONS FOR U.S. COMPANIES TSX and TSXV offer U.S. companies various options for completing a successful listing. Depending on legal, tax, and business considerations, companies can select the route that is best suited for their size, goals, and timelines. It is important to understand these factors, as well as trading for your U.S. investors (see the “Access to U.S. Investors” section). This section seeks to provide a general overview of complex legal and tax matters related to a Canadian listing but is not intended to provide legal or tax advice. No legal, tax, or business decision should be based solely on this content. Please consult a legal and tax professional for more information STRUCTURING CONSIDERATIONS One of the primary considerations and benefits for a U.S. company to list on TSX or TSXV is the potential to consider whether SEC registration is appropriate for you at this time. While U.S.- incorporated companies may choose to list directly on TSX or TSXV without changing their jurisdiction of incorporation, many decide to re-domicile in Canada or another non-U.S. jurisdiction prior to going public. The re-domiciled company may qualify as a “Foreign Private Issuer” under the Rule 405 of the U.S. Securities Act of 1933, which provides certain exemptions and accommodations from the stricter reporting and compliance requirements applicable to U.S. domestic companies. The method chosen to list on TSX or TSXV can provide the company with a Canadian-listed public entity. A qualifying transaction with a CPC or reverse merger with a listed shell company can result in your company being wholly owned by a Canadian company in order to achieve these objectives. While there are additional costs to a restructuring, it is important to weigh the pros of being an early-stage public company, including access to public venture capital, acquisition currency, and avoiding the control of private venture capital, with these additional costs.
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