Raising Equity Capital
Before a small business can raise funds from investors it must obtain an approval under section 28.3 of the Small Business Venture Capital Act from the Administrator. Prior to granting this approval, the EBC must satisfy the Administrator that the shares it plans to issue to investors complies with the Act.
Before issuing share capital to investors an EBC should understand the following requirements of the Act:
- The investors must acquire voting or non-voting shares of the EBC for cash consideration (the voting interest of the investor and their associates and affiliates is restricted to less than 50%)
- The shares issued to the investors must be treasury shares issued to raise new equity capital
- If the shares carry retraction or redemption rights, such rights must be exercisable at least five years from the share issue date
- The investors must be at arm’s length from the EBC and must not have disposed of any “eligible business” shares in the past two years (ensures investors won’t sell and then reacquire shares to obtain tax credits)
- The investors must hold the EBC shares for at least five years. An investor will be liable to repay the tax credit if the shares are redeemed prior to five years
- The EBC must not redeem or register a transfer of shares on which tax credits were paid for at least five years.
Click here for a list of the prohibited share rights and restrictions.
The maximum equity capital that an EBC can raise under the Venture Capital Program is $5 million.
Upon registration, the EBC will receive an equity authorization specifying the amount of equity it can raise under the program for the current tax budget year. The EBC can request to raise more investment, by completing and submitting an Additional Equity Application form.
Equity Authorizations are not a guarantee that investors will receive tax credits. Tax credit budgets are limited and tax credits are available on a first come, first serve basis.
The EBC's equity authorization ends on its expiry date, or the day the EBC's assigned tax credit budget sells out, whichever is sooner. Equity Authorizations may be suspended at any time with limited or no notice.
EBCs should claim tax credits through the eTCA system as soon as investment has been raised, and share purchase reports and tax credit application requirements have been met.
EBCs can apply to raise additional equity capital each tax budget year.