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

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.

The latest form for Rule 237, Exemption for offers and sales to certain Canadian tax-deferred retirement savings accounts expires 2028-08-31 and can be found here.