US companies considering a public offering can do so in Canada on egX Canada. An issuer may choose either to have the primary business issue the shares or to establish a US or Canadian affiliate to raise the capital and operate the project. An issuer gains the advantages of listing on a recognized securities exchange dedicated to the real estate industry. Investors gain the protections of a transparent, liquid market regulated by a recognized exchange.

Securities that trade on egX Canada will be subject to applicable Canadian securities legislation. Listing securities in connection with an initial public offering (IPO) on egX Canada involves filing a prospectus which will be reviewed by Canadian securities regulators and by egX Canada. After the IPO, an issuer will be subject to on-going Canadian disclosure requirements as well as the listing policies of egX Canada. Directors, officers and persons who own more than 10% of the securities of the issuer will also be subject to Canadian securities disclosure requirements and trading restrictions. In addition, all trades must be made through a member of the Investment Industry Regulatory Organization of Canada that is an egX Participant.

US based non-reporting companies may conduct an IPO outside the US under Regulation S, provided the shares are not resold into the US for a one year period. The issuer should confirm that its home state rules are consistent. A number of restrictions apply to the manner of offering, legending of the shares, and purchaser representations. Issuers may continue to raise capital in the US through separate, exempt transactions.

Alternatively, a private company managing real estate projects may establish a Canadian affiliate for a particular pool or project. The Canadian company could conduct an IPO and list its securities on egX Canada, without the one year restriction on resales to US persons. This approach would allow the business to maintain control of the issuer, without having to register with the SEC or be subject to Exchange Act reporting requirements and Sarbanes-Oxley requirements until a later time or a later offering, provided that it does not exceed certain limits on assets and number of US shareholders.

If a US based company already is or becomes subject to SEC reporting requirements, in certain circumstances, it may be able to comply with Canadian continuous disclosure requirements by complying with US federal securities requirements and filing its US disclosure documents with Canadian securities regulators.

US based companies that have previously conducted private placements often see their securities quoted regularly on the Pink Sheets. They have little control or even knowledge regarding the nature of the parties who trade their shares and may be victims of unscrupulous trading practices. Listing securities on egX Canada can provide a quality alternative for trading, through dealers qualified to trade on egX Canada.

Depending on how the business is structured and where it is located, a US based company may also have to become registered as an extraprovincial company (in order to do business in a particular province, own real estate there or bring legal actions), comply with regulations governing real estate transactions and mortgages, and consider various tax issues.


The disposition or transfer of real estate assets may be structured in a tax favorable manner. As well, there will be differing US or Canadian tax implications, including state and provincial tax implications, depending on where an entity is incorporated and the structure it uses. Potential issuers should consult with legal and accounting professional advisors in both jurisdictions before proceeding with a listing on egX Canada as the process will have tax implications in both countries.

The above discussion of US, State, and Canadian securities, tax and other laws is a general description and does not cover these complex rules in detail. It is not intended to, nor does it, include any representation, warranty or guarantee by egX Canada or any affiliated entities, or any legal, tax, investment or business advice for issuers or investors. Companies interested in learning more about listing on egX Canada, and the application of Regulation S or other securities rules, should consult with legal counsel or contact egX Canada.

Download U.S. Based Issuers Brochure


For more information contact:

Sean Curley
Senior Listings Analyst
Tel: 604-622-1033
Email: SCurley@egXCanada.com

Timothy F. Cox
Policy Advisor, Global Listings
Tel: 604-681-7210 ext. 109
Email: TCox@egXCanada.com