Big changes coming to Alberta Securities Commission fees: some large-cap companies will a see 20-fold increase in annual filing fees

The Alberta Securities Commission has introduced a new fee system that will come into effect December 1, 2016. This new fee regime is similar to the system in place in Ontario, where reporting issuers pay annual filing fees based on their market capitalization instead of a fixed flat fee.  A reporting issuer in Alberta with a market cap of $50 to $100 million will see its annual filing fees rise from $2,400 to $3,000 per year.  A reporting issuer with a market cap of at least $25 billion will see its annual filing fees rise from $2,400 to $48,000.

The main changes applicable to reporting issuers are summarized in the first table below and those applicable to non-reporting issuers are summarized in the second table.
 

Fees Applicable to Companies that are Reporting Issuers in Alberta

  Current ASC Fees New ASC Fees
(effective December 1, 2016)
 Annual Filing Fees (paid at the time that the annual financial statements are filed; the deadlines are:
TSX-listed: March 31, 2017
TSXV-listed: May 1, 2017)
 $2,400 (if qualified to file a short form prospectus)
or
$300 (if not qualified to file a short form prospectus)
Market Cap
- under $10M: $400 fee
- $10M to under $25M: $500 fee
- $25M to under $50M: $1,200 fee
- $50M to under $100M: $3,000 fee
- $100M to under $250M: $6,500 fee
- $250M to under $500M: $14,000 fee
- $500M to under $1B: $19,000 fee
- $1B to under $5B: $28,000 fee
- $5B to under $10B: $36,500 fee
- $10B to under $25B: $42,500 fee
- $25B and over: $48,000 fee
Prospectus Financing
(other than for mutual funds; for financings of more than $1M)
 $1,200 + the amount (if any) by which 0.025% of the gross proceeds realized in Alberta exceeds $1,200 $2,000
 
Prospectus Financing
(other than for mutual funds; for financings of $1M and less)
$250 + the amount (if any) by which 0.025% of the gross proceeds realized in Alberta exceeds $250 $250
Private Placement
(paid at the time of filing the report of exempt distribution; other than for a mutual fund)
The greater of $120 and 0.025% of the gross proceeds realized from purchasers in Alberta $200


*These fees are applicable to “Class 1 reporting issuers” and “Class 2 reporting issuers” that are, generally speaking, reporting issuers that have securities listed or quoted on an exchange or are incorporated in a jurisdiction in Canada (or both).  Different fees are applicable to other reporting issuers such as foreign issuers. Please contact us for additional information.
 

Fees Applicable to Companies that are not Reporting Issuers in Alberta

  Current ASC Fees New ASC Fees
(effective December 1, 2016)
Prospectus Financing
(other than for mutual funds; for financings of more than $1M)
$1,200 + the amount (if any) by which 0.025% of the gross proceeds realized in Alberta exceeds $1,200 $2,000 + the amount (if any) by which 0.025% of the gross proceeds realized in Alberta exceeds $2,000
Prospectus Financing
(other than for mutual funds; for financings of $1M and less)
$250 + the amount (if any) by which 0.025% of the gross proceeds realized in Alberta exceeds $250 No change
Private Placement
(paid at the time of filing the report of exempt distribution; other than for a mutual fund)
The greater of $120 and 0.025% of the gross proceeds realized from purchasers in Alberta The greater of $200 and 0.025% of the gross proceeds realized from purchasers in Alberta

The Alberta Securities Commission’s last fee increase was implemented almost 10 years ago (other than increases to some late filing fees).

A copy of the amendments can be accessed here.

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