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Canadian Securities Regulatory Monitor News and Insight

Category Archives: Registration

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Six provinces introduce start-up crowdfunding exemptions for non-reporting issuers, Ontario expects to publish new rule this fall

Posted in Industry News, OSC, Registration

On May 14, 2015, six provincial securities regulators (British Columbia, Saskatchewan, Manitoba, Quebec, New Brunswick and Nova Scotia, and together, the “Participating Jurisdictions”) announced the implementation of substantially harmonized equity crowdfunding exemptions through Multilateral CSA Notice 45-316 – Start-up Crowdfunding Registration and Prospectus Exemptions (the “Notice”). Each Participating Jurisdiction has implemented the rules mentioned in the Notice by publishing a separate instrument, rule or blanket ruling. The new rules permit start-up and early stage companies in the Participating Jurisdictions to raise capital without having to comply with the prospectus requirement (the “Start-up Prospectus Exemption”) … Continue Reading

Registration Exemption Available for Southbound Advice of SEC-Registered Advisers Based in Ontario

Posted in Advisors, OSC, Portfolio Managers, Registration, SEC

The Ontario Securities Commission (OSC) has recently granted a five year exemption from Ontario registration requirements to an SEC-registered adviser operating from Ontario with an exclusively US client base. Kalenjin Advisory Ltd. (Kalenjin) and its Ontario-resident advising representative provide securities advice exclusively to high net worth individuals resident in the United States with respect to securities traded on trading venues outside of Canada (Foreign Securities).

Citing a supervisory memorandum of understanding with the SEC, the OSC exempted Kalenjin and its advising representative from this registration requirement, provided that Kalenjin and its representatives remain appropriately … Continue Reading

OSC Policing Non-Resident Trading and Advising Activities

Posted in Advisors, Autorités canadiennes en valeurs mobilières, Enforcement, Industry News, OSC, Registration

Recently, a foreign bank settled a threatened enforcement action with the Ontario Securities Commission (OSC) based on allegations that the bank’s Toronto foreign bank representative office (FBRO) had engaged in trading and advising activities on behalf of Ontario residents without being registered or being able to rely on an exemption.  The FBRO admitted that its conduct was contrary to Ontario securities laws as well as the public interest, and agreed to make a $500,000 settlement payment to the OSC.

The OSC became aware of irregularities following a 2011 Compliance Review (the results of which are summarized … Continue Reading

Canadian Securities Regulatory Requirements Applicable to Non-Resident Broker-Dealers, Advisers and Investment Fund Managers

Posted in Advisors, Broker-Dealers, CSA, Enforcement, Exempt Market Dealers, Investment Funds, Portfolio Managers, Registrants, Registration

The purpose of this paper is to provide a non-resident of Canada with an overview of the dealer registration, adviser registration, investment fund manager registration and prospectus requirements that should be considered and addressed by the non-resident before it begins to trade securities with, or provide investment advice to, any person or company located in Canada, or to act as an investment fund manager in Canada. All currency amounts that are referred to in this paper are denominated in Canadian dollars.

The Canadian Securities Regulatory Framework

Like the United States, Canada has a federal system of government whereby the authority … Continue Reading