Community Economic-Development Investment Funds
A Community Economic Development Investment Fund ("CEDIF") is a pool of capital formed through the sale of common shares to persons within a defined community. The fund is created to operate or invest in a business or businesses in that community. It must be incorporated either as a corporation or an association and cannot be charitable or not-for-profit. It must also have at least six directors from the defined community. A CEDIF is governed by the CEDC Regulations and the Securities Act.
To use the CEDIF exemption and qualify for the equity tax credit, a CEDIF corporation or co-operative, must file an Offering Document to be prepared by a CEDIF's board of directors and filed with the Nova Scotia Economic Development (Chris Payne). Upon satisfactory review, copies of the document are forwarded to the Nova Scotia Securities Commission (the "Securities Commission") and the Department of Finance for concurrent review. Approval of the equity tax credit lies with the Department of Finance, whereas the Securities Commission will provide a letter of non objection for the proposed exempt offering after any objections have been cleared.
Specific forms and documents ( see Check List ) are to be filed with the Offering Document before an application for a CEDIF can be considered complete.
Upon receiving a non-objection letter from the Director of Securities, a Form 2A - Report of Trade and Schedule A - List of Purchasers must be filed with the Director within thirty days of the initial closing date and within thirty days of each subsequent closing date.
Once the CEDIF has had an initial closing, the CEDIF must file the following with the Securities Commission pursuant to section 23 of the CEDC Regulations and Blanket Order No. 51-503:
- Semi annual comparative interim financial statements (balance sheet, income statement and cash flow statement) and Notes, if applicable, which are in compliance with Generally Accepted Accounting Principles ("GAAP") within sixty days after the end of the period;
- comparative annual financial statements which are in complaince with GAAP within one hundred and forty days after the year end which must be signed by two directors and accompanied by an audit report or a review engagement report. Please ensure compliance with clause 23(b) of the CEDC Regulations if the financial statements are accompanied by a review engagement report.;
- if a material change, as defined in clause 2(1)(v) of the Securities Act, has occurred in the operation of the Fund, a press release must be filed along with a material change report within ten days of the date on which the change has occurred.
WARNING: A person acting as a director of a cedif has significant liability for the actions or lack of actions of the CEDIF. There are other requirements the directors must ensure the CEDIF complies with. Please review all appropriate legislation.
Issuers are reminded that each subscriber to their issue must receive a copy of the final offering document with all attachments before the cdif can accept their subscription agreement.
The following forms are being provided for your convenience.
- Form 1 - Offering Document in PDF
- Form 1 - Offering Document in Word
- Expression of Interest (sample)
- Equity Tax Credit Application Form
- Form 2A - Report of Trade (for initial close and subsequent closings) in PDF
- Form 2A - Report of Trade (for initial close and subsequent closings) in Word
- Subscription Agreement (sample)
- Advertising/Promotional Disclaimer
- Form 2 - Report of Trade
- RCMP Records/Request Form
- Material Change Report
- CEDIF Sample Documents(external link)
Contacts:
Donna Gouthro
Securities Analyst
Phone: (902) 424-7077
E-Mail: e-mail
Bill Slattery
Director, Corporate Finance
Phone: (902) 424-7355
E-Mail: slattejw@gov.ns.ca
Kevin G. Redden
Securities Analyst
Phone:(902)424-5343
E-Mail:reddenkg@gov.ns.ca
Paul Rowe
Securities Analyst
Phone:(902)424-7059
E-Mail:rowepj@gov.ns.ca
Chris Payne
Corporate Strategist
Nova Scotia Economic Development
Phone:(902)424-1259
E-Mail:paynecj@gov.ns.ca
Website:Community Economic Development Investment Funds