Canada: CSA Issues Notice Of Revocation Of Exemptions To Securities Registration

Last Updated: August 28 2018
Article by Brigeeta C. Richdale and Jessica L. Lewis

On August 15, 2018, the Canadian Securities Administrators (the CSA) issued Multilateral CSA Notice 32-302 – Notice of Revocation for Certain Local Orders Providing Registration Exemption for Trades in Connection with Certain Prospectus Exempt Distributions and Update on BC Instrument 32-517 Exemption from Dealer Registration Requirement for Trades in Securities of Mortgage Investment Entities (MN 32-3202). MN 32-3202 gives notice that the local orders that comprise the “Northwestern Exemption” will cease to be effective on April 19, 2019. Local order BCI 32-517 Exemption from Dealer Registration Requirement for Trades in Securities of Mortgage Investment Entities (BCI 32-517) will also be allowed to expire as of February 15, 2019.

The removal of these local orders will allow investors in the private placement market to benefit from the protections of the registration regime. The revocation of these orders will also lead to greater harmonization of securities laws across Canada.  The securities regulatory authorities of British Columbia, Manitoba, Nunavut, the Northwest Territories, and the Yukon (the Participating Jurisdictions) are acting to remove all regulations that form the Northwestern Exemption.

Key Takeaways

  • The current registration exemptions pursuant to the Northwestern Exemption will cease to exist, meaning that all parties relying on the exemptions will need to wind up or apply for registration by April 19, 2019.
  • The current registration exemptions for mortgage investment entities under BCI 32-517 will expire, meaning that those relying on it need to wind up or apply for registration by February 15, 2019.
  • Transition provisions will be in place, meaning that it will be sufficient for anyone who has been properly relying on the exemptions to provide a substantially complete 33-109F6 Firm Registration and pay the related fees by the respective dates (CSA staff will also consider appropriate interim relief on a case by case basis for individuals having difficulty meeting the registration proficiency requirements by the deadlines).

Summary and Background

The goal of this revocation is to enhance investor protection. The local orders being revoked form the Northwestern Exemption. The Northwestern Exemption is a set of substantially harmonized registration exemptions which provide conditional registration relief for persons or companies for trades in connection with certain prospectus-exempt distributions in the Participating Jurisdictions. Revoking the current exemptions will allow investors to benefit from the inherent protection of registration when investing in the private placement market in the Participating Jurisdictions. Transition provisions will be in place to allow those relying on the exemptions time to seek registration or complete an orderly wind-up.

Transition Provisions

All local orders in question will be revoked effective April 30, 2019. The transition protections take three forms:

  1. The transition exemptions will remain in effect until their expiry;
  2. If there are delays in processing, parties relying on the local orders can continue to operate in reliance on their respective relief as long as the proper securities regulatory authority has received a substantially complete 33-109F6 Firm Registration and been paid the related fees by the respective expiry date; and
  3. Staff will consider appropriate interim relief for individuals who have difficulty meeting the registration proficiency requirements by the respective expiry date.

Importantly, only parties who have been relying on the exemptions properly – meaning that they have been properly complying with the terms of the exemptions – can rely on the transition provisions.

The Upshot

The primary purpose of these amendments is to afford increased investor protection in the private placement marketplace. Investors will be able to benefit from seeking advice directly from registrants (including as to whether the investment is suitable for them in the circumstances). Additionally, the investor will benefit from the added protection of the due diligence a registrant must perform on the security to determine if it is suitable.

The revocation will also increase harmonization between the securities laws of the Participating Jurisdictions and the rest of Canada. This will be achieved by two means: first, all jurisdictions that participated in the Northwest Exemptions, save Saskatchewan and Alberta, have agreed to revoke their local orders effective April 30, 2019, meaning all will be in harmony with one another; and second, relevant for those jurisdictions participating in the Capital Markets Regulatory Authority (the CMRA), published commentary to the draft initial regulations for the Cooperative Capital Markets Regulatory System communicated that these exemptions would not carry forward to the CMRA. The revocation of the exemptions in the Participating Jurisdictions will then align these provinces and territories with all CMRA-regulated jurisdictions (which is expected to launch by the end of 2018).

For more information on the notice, or a list of local orders being revoked, the publication can be accessed here.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

Brigeeta C. Richdale
Jessica L. Lewis
Similar Articles
Relevancy Powered by MondaqAI
In association with
Related Topics
Similar Articles
Relevancy Powered by MondaqAI
Related Articles
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of

To Use you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions