Syndicate Legal Advisory Services prepares the complete legal documentation package required to list a company’s securities on the Toronto Stock Exchange (TSX) or the TSX Venture Exchange (TSXV). Working alongside the company’s management, independent auditors, the sponsoring investment dealer where required, and the company’s transfer agent, we draft, assemble, and organize every document the Exchange and the Canadian securities regulators require — for an initial public offering, a direct listing, a reverse takeover or qualifying transaction, a cross-listing by a U.S.-listed company, or a graduation from the TSXV to the TSX — so the application is submitted complete, internally consistent, and ready for review.
Scope of work includes:
Pre-application analysis — written assessment of the company against the TSX original listing requirements (TSX Company Manual, Part III) or the TSXV initial listing requirements (TSXV Policy 2.1) for the applicable industry category — industrial/technology, mining, oil and gas, research and development, or investment — and, for the TSXV, Tier 1 or Tier 2 classification, covering net tangible assets, working capital, public float, public shareholders, management and board experience, and financial-history tests, with a gap memo identifying the achievable exchange and tier and what must be addressed before filing.
Exchange listing application package — preparation of the TSX Listing Application and Listing Agreement, or the TSXV Listing Application (Form 2B) and related exchange forms, together with Personal Information Forms (TSX Form 4 / TSXV Form 2A) for every director, officer, insider, and promoter, the sponsor report where sponsorship is required under TSXV Policy 2.2 or the TSX, the share capitalization and distribution schedules, and all supporting exhibits.
Canadian prospectus or disclosure document — drafting and coordination of the long-form prospectus under National Instrument 41-101 for an IPO; the non-offering prospectus or TSXV filing statement (Form 3B2 / Form 3D1) for a direct listing, reverse takeover, or qualifying transaction; and, for a U.S. SEC-reporting company, the documentation needed to rely on the cross-border accommodations in NI 71-102 and the exchanges’ U.S.-issuer provisions so that existing SEC filings satisfy Canadian requirements wherever possible.
Reporting-issuer and continuous-disclosure framework — the SEDAR+ profile and filing set-up, the company’s first annual information form, MD&A, and financial statements in the form NI 51-102 requires (or the U.S. GAAP / SEC-form equivalents permitted for U.S. issuers), CEO and CFO certifications under NI 52-109, audit committee charter and composition conforming to NI 52-110, and corporate governance disclosure under NI 58-101 and the NP 58-201 guidelines.
Corporate authorizations and constitutional documents — board resolutions and shareholder approvals authorizing the listing and the offering; articles, bylaws, or continuance documents where the company must continue into a Canadian jurisdiction or amend its constating documents to satisfy exchange requirements; and any required shareholder rights plan, advance-notice, or majority-voting provisions.
Escrow and lock-up documentation — the escrow agreement and release schedule required under National Policy 46-201 and the TSXV’s seed-share and value-security escrow rules, with the calculations supporting each principal’s escrowed holdings.
Insider reporting and early-warning compliance — SEDI insider profiles and initial insider reports under NI 55-104, early-warning and alternative-monthly reporting under NI 62-103 and NI 62-104 for 10%-plus holders, and insider trading and disclosure policies integrated with the company’s existing U.S. Section 16 and Regulation FD procedures.
Transfer agent, CDS, and cross-listing documentation — Canadian transfer agent and registrar appointment, CDS eligibility and book-entry arrangements, CUSIP coordination, and, for a company that will trade on both a U.S. exchange and the TSX or TSXV, the documentation reconciling the two listings’ governance, notification, and shareholder-approval requirements into one compliance framework.
Exchange and regulator correspondence — preparation of responses to TSX or TSXV Listed Issuer Services comment letters and to comments from the principal regulator (the Ontario Securities Commission, the British Columbia Securities Commission, or another provincial commission) on any prospectus or filing statement.
Post-listing compliance toolkit — a calendar and template set for ongoing exchange and NI 51-102 obligations: annual and interim filings, material change reports, press-release and timely-disclosure requirements, annual meeting materials, TSX or TSXV notice-of-issuance and private-placement forms (including TSXV Form 4A/4B), and continued-listing monitoring, delivered at closing.
Deliverable: a fully assembled, indexed listing application binder (electronic and hard copy) with a filing checklist and a reviewer-ready version of each document for execution by the company.
Engagement structure: flat-fee document preparation, scoped by exchange, tier, and listing track (IPO, direct listing, reverse takeover or qualifying transaction, U.S. cross-listing, or TSXV-to-TSX graduation), with milestone billing tied to the pre-application memo, draft package, and final submission.