Rule 237, Exemption for offers and sales to certain Canadian tax-deferred retirement savings accounts

Forms and Documents

Document Name	Status
2025 06 27_90 FR 27683_3235-0528_30-Day Submission Notice.pdf.pdf Supplementary Document	2025-06-27
2025 04 24_90 FR 17268_3235-0528_60-Day Collection Notice.pdf Supplementary Document	2025-04-24
Supporting Statement_Rule 237 (2025).pdf Supporting Statement A	2025-04-02

IC Document Collections

IC ID	Document Title	Status
35326	Canadian Securities Disclosure	Modified

ICR Details

OMB Control No: 3235-0528	ICR Reference No: 202504-3235-001
Status: Received in OIRA	Previous ICR Reference No: 202207-3235-028
Agency/Subagency: SEC	Agency Tracking No: IM
Title: Rule 237, Exemption for offers and sales to certain Canadian tax-deferred retirement savings accounts
Type of Information Collection: Extension without change of a currently approved collection	Common Form ICR:  No
Type of Review Request: Regular	Date Submitted to OIRA: 06/27/2025

	Requested	Previously Approved
Expiration Date	36 Months From Approved	11/30/2025
Responses	69	75
Time Burden (Hours)	12	13
Cost Burden (Dollars)	0	0

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Abstract: Rule 237 (17 CFR 230.237) under the Securities Act of 1933 (15 U.S.C. 77a et seq.) provides a limited exemption from registration requirements under Section 5 of the Act for offers and sales of securities issued by qualified foreign companies to U.S. residents who participate in Canadian tax-deferred retirement savings accounts, including Registered Retirement Savings Plans and Registered Retirement Income Funds administered under Canadian law. The rule requires persons relying on this cross-border exemption to include prominent disclosure statements in written offering materials delivered to participants or their Canadian retirement accounts, specifically stating that the eligible securities are not registered with the SEC and are being offered or sold in the United States under an exemption from registration, and prohibits such persons from asserting that Canadian law or Canadian court jurisdiction does not apply in proceedings involving the securities. The objective of this disclosure requirement is to facilitate cross-border retirement savings while ensuring that U.S. investors participating in Canadian retirement plans are aware of the unregistered nature of their investments. This regulation primarily imposes third-party disclosure requirements on securities offerors and sellers, with information provided directly to participants and their Canadian retirement account administrators.

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Authorizing Statute(s): US Code: 15 USC 77 Name of Law: Securities Act of 1933
  

Citations for New Statutory Requirements: None

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Associated Rulemaking Information
RIN:	Stage of Rulemaking:	Federal Register Citation:	Date:
	Not associated with rulemaking

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Federal Register Notices & Comments
60-day Notice:	Federal Register Citation:	Citation Date:
	90 FR 17268	04/24/2025
30-day Notice:	Federal Register Citation:	Citation Date:
	90 FR 27683	06/27/2025
Did the Agency receive public comments on this ICR? No

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Number of Information Collection (IC) in this ICR: 1

IC Title	Form No.	Form Name
Canadian Securities Disclosure

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ICR Summary of Burden

	Total Request	Previously Approved	Change Due to New Statute	Change Due to Agency Discretion	Change Due to Adjustment in Estimate	Change Due to Potential Violation of the PRA
Annual Number of Responses	69	75	0	0	-6	0
Annual Time Burden (Hours)	12	13	0	0	-1	0
Annual Cost Burden (Dollars)	0	0	0	0	0	0

Burden increases because of Program Change due to Agency Discretion: No

Burden Increase Due to:

Burden decreases because of Program Change due to Agency Discretion: No

Burden Reduction Due to:

Short Statement: The burden hours for rule 237 decreased from 13 hours to 12 hours based on a decrease in the estimated number of issuers that may rely on the rule. There are no changes to the external cost burdens.

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Annual Cost to Federal Government: $0

Does this IC contain surveys, censuses, or employ statistical methods? No

Does this ICR request any personally identifiable information (see OMB Circular No. A-130 for an explanation of this term)? Please consult with your agency's privacy program when making this determination.     No

Does this ICR include a form that requires a Privacy Act Statement (see 5 U.S.C. §552a(e)(3))? Please consult with your agency's privacy program when making this determination.     No

Is this ICR related to the Affordable Care Act [Pub. L. 111-148 & 111-152]? No

Is this ICR related to the Dodd-Frank Wall Street Reform and Consumer Protection Act, [Pub. L. 111-203]? No

Is this ICR related to the American Recovery and Reinvestment Act of 2009 (ARRA)? No

Is this ICR related to the Pandemic Response? No

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Common Form ICR:  No

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On behalf of this Federal agency, I certify that the collection of information encompassed by this request complies with 5 CFR 1320.9 and the related provisions of 5 CFR 1320.8(b)(3).

The following is a summary of the topics, regarding the proposed collection of information, that the certification covers:

(a) It is necessary for the proper performance of agency functions;

(b) It avoids unnecessary duplication;

(c) It reduces burden on small entities;

(d) It uses plain, coherent, and unambiguous language that is understandable to respondents;

(e) Its implementation will be consistent and compatible with current reporting and recordkeeping practices;

(f) It indicates the retention periods for recordkeeping requirements;

(g) It informs respondents of the information called for under 5 CFR 1320.8 (b)(3) about:

(i) Why the information is being collected;

(ii) Use of information;

(iii) Burden estimate;

(iv) Nature of response (voluntary, required for a benefit, or mandatory);

(v) Nature and extent of confidentiality; and

(vi) Need to display currently valid OMB control number;

(h) It was developed by an office that has planned and allocated resources for the efficient and effective management and use of the information to be collected.

(i) It uses effective and efficient statistical survey methodology (if applicable); and

(j) It makes appropriate use of information technology.

If you are unable to certify compliance with any of these provisions, identify the item by leaving the box unchecked and explain the reason in the Supporting Statement.

Certification Date: 06/27/2025

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