Manitoba’s recent amendments to the Small Business Venture Capital (SBVC) Tax Credit Regulation introduce two significant changes that expand how early‑stage companies can raise capital and how investors can participate. The April 10, 2026, amendment formally recognizes convertible rights (including SAFEs) as eligible securities and permits investments to be made through Manitoba limited partnerships. The amendments also increase the aggregate annual dollar limit of qualifying issuances and reduce the minimum investment amount required from an investor.

Convertible rights and SAFEs now eligible

The amended regulation adds a definition of “convertible right”, capturing instruments – such as Simple Agreements for Future Equity (SAFEs) – that entitle the holder to receive equity without further payment, provided they do not include redemption rights, debt‑like features, or downside protection. This change modernizes the program by aligning it with common early‑stage financing tools and gives startups more flexibility in structuring investment rounds.

Limited partnerships permitted as eligible investors

The amendments also introduce the concept of an “eligible partnership”, allowing Manitoba limited partnerships to invest and still enable each partner to personally benefit from the tax credit. This structure supports pooled investment vehicles and may simplify administration for groups of investors.

Increased aggregate program limits

The aggregate calendar year limit for qualifying securities issuances was set to $15 million for “eligible partnerships” with an overall program maximum for all offerings of $30 million. Previously, the program’s maximum was $22 million.  This is welcome news for the investment community, as it should lead to greater investment in Manitoba businesses using the SBVC tax credit.

Reduced subscription amount

The minimum investment threshold for an investor has been reduced to $5,000 (from $10,000).

Implications for businesses and investors

  • Early‑stage and other eligible companies can now issue SAFEs or other convertible rights that provide the benefits of the SBVC tax credit program without forcing an early valuation.
  • Investors gain additional structuring options, including participation through limited partnerships.
  • The changes bring Manitoba’s program closer to those in other jurisdictions, enhancing competitiveness and supporting local capital raising efforts.

If you’re considering raising capital or investing under the updated SBVC tax credit program, contact our team.

Steven London
Partner
204.956.3551
[email protected]

Note: This article is of a general nature only and is not presented as a comprehensive review of the law or as being exhaustive of all possible legal rights or remedies. This article is not intended to be relied upon or taken as legal advice or opinion. Readers should consult a legal professional for specific advice applicable to their own circumstances. We do not undertake any obligation to update this article to reflect changes in law that may occur in the future.