Buying or selling land and raising money from investors are different legal workstreams. A commercial real estate project can involve both. Property expertise does not authorize anyone to distribute securities or advise on an exemption.
This is general information, not legal, tax, environmental, engineering, accounting or investment advice. Obtain advice specific to the property and transaction.
1. Identify what is being offered
Describe whether a person is buying land directly, shares, partnership units, trust units, debt, a profit participation or another contractual interest. Record who issues it, who receives capital and what return or control is represented.
Do not assume that branding an arrangement a club deal, joint venture, co-ownership or private opportunity removes securities-law analysis.
2. Separate real-property marketing from capital raising
A listing package describes authorized property facts and transaction terms. Investor materials can create distinct disclosure, prospectus, registration, advertising, suitability and filing questions.
Use separate scopes, approvals and professional reviewers. A brokerage data room should not silently become an investor solicitation channel.
3. Determine each jurisdiction and recipient
The issuer and its counsel should identify where the issuer, promoters and prospective investors are located and where communications are directed. ASC guidance cautions that websites can reach jurisdictions where an issuer cannot legally offer or sell securities.
Access controls do not prove an exemption, but they can support a deliberate process while counsel determines who may receive which materials.
4. Do not self-certify a prospectus exemption
NI 45-106 sets out prospectus exemptions and technical conditions. Depending on the exemption, investor qualification, prescribed forms, disclosure, investment limits, reports, fees and resale restrictions can apply.
The accredited-investor, private-issuer and offering-memorandum exemptions are not interchangeable. Counsel should confirm the current rule and local requirements before any distribution.
5. Review registration and compensation separately
A prospectus exemption does not automatically resolve dealer, adviser or other registration requirements. Roles, repeated activity, investor solicitation, compensation and business purpose require separate analysis.
Do not pay or accept referral, finder, sales or management compensation until licensed securities counsel has reviewed the activity and agreements.
6. Build a controlled evidence record
Maintain approved materials, versions, recipients, access dates, acknowledgements, source evidence, conflict disclosures and filed reports. Correct material changes promptly and preserve the basis for every property and financial statement.
Commercially does not offer securities, determine investor eligibility or endorse a syndication. This educational guide supports early issue recognition and referral to qualified legal, tax and registered securities professionals.
Primary sources
Verify the current rules.
Government and regulator pages can change. These links were reviewed on August 26, 2026.
Alberta Securities Commission: Introduction to raising capital using prospectus exemptions↗Alberta Securities Commission: Common capital-raising prospectus exemptions↗Alberta Securities Commission: NI 45-106 Prospectus Exemptions↗FINTRAC: Beneficial ownership requirements↗Corporations Canada: Individuals with significant control↗A real property decision?
Do not solicit investors or rely on a prospectus or registration exemption without qualified securities-law review.Who, how and why
Who: Commercially Research & Editorial.
How: Primary-source research and AI-assisted drafting were used to organize this guide around a practical commercial real estate decision. Source links, factual claims and material limitations were checked against Commercially's editorial standards on the review date.
Why: To help owners, buyers and tenants identify the records, questions and professional advice that belong in a real transaction work plan.
Editorial owner: Commercially Research & Editorial.
Commercial review: Slav Loban, Commercial Real Estate Division Leader.
Questions or corrections: hello@commercially.ca
Editorial review and correction standard →