Canada: Canadian Registration Reform Proposals To Be Finalized In 2009

Last Updated: April 7 2009
Article by BLG's Investment Management Group

Most Read Contributor in Canada, September 2016

The Canadian Securities Administrators have confirmed that proposed National Instrument 31-103 Registration Requirements, and the various related instruments can be expected to come into force by the end of September 2009, subject to necessary CSA and governmental approvals.

CSA Staff Notice 31-310 dated April 3, 2009 available here sets out the proposed implementation timeline for NI 31-103. The CSA will not be seeking further comments on the instruments.

The CSA's target dates are

  • end of June 2009 for CSA approvals of the final version of NI 31-103
  • mid-July 2009 for publication of the final version of NI 31-103
  • end of September 2009 for implementation of NI 31-103.

We expect that the final versions of the various instruments will have changes that the CSA made in response to the over 200 comment letters, including from Borden Ladner Gervais LLP available here, received during this most recent comment period.

With the transition periods expected to be in the final version of NI 31-103, it will be necessary for industry participants to take steps to comply with the new regime during 2009 and 2010, although some implementation dates may be pushed back into 2011.

As we have pointed out in our earlier bulletins on registration reform, implementation of NI 31-103 is subject to legislative changes being made to the securities legislation in many of the provinces and territories. Except in Ontario and Québec, we understand that all of the other provincial/territorial governments have made (or are in the final stages of making) the changes considered necessary to so implement, although we note that no uniform approach has been taken in the various provinces.

Implementation of NI 31-103 and the related instruments in Ontario and Québec within the time-lines suggested by the CSA is now more certain.

On March 26, 2009, Ontario's Minister of Finance tabled in the Legislative Assembly Bill 162, which in Schedule 26 contains amendments to the Securities Act (Ontario) that are necessary in order to implement NI 31-103 in Ontario. The amendments include not only registration-related amendments, which are similar to those set out in the consultation draft of the amendments released for comment in April 2008, but also various other provisions, including amendments to prospectus exemptions. Please click here for a copy of Bill 162.

The registration-related amendments provided for in Bill 162 include

  • the business trigger giving rise to the need for the registration of dealers
  • the requirement to register as an investment fund manager
  • the specific firm and individual registration categories, including chief compliance officer and ultimate designated person
  • a duty on registrants to comply with Ontario securities laws, including all regulations and rules relating to proficiency standards, business conduct, account opening, record-keeping, custody, conflicts of interest, client complaints, tied selling and referral arrangements and other specified areas
  • a requirement for registrants to establish and maintain specified compliance systems
  • exemptions from registration for trades in government guaranteed debt, and for trading made by federal and Ontario financial institutions in specified circumstances (other exemptions will be permitted in Ontario through regulations and rules)
  • revised "front-running" prohibitions that have been expanded from its current scope covering mutual funds, to include investment portfolios managed by portfolio managers and
  • a repeal of section 118 of the Act, which prohibits certain related party transactions by portfolio managers, presumably because NI 31-103 will provide this prohibition.

Bill 162 reflects some positive changes made by the Minister of Finance from the 2008 consultation draft in response to comments, although Ontario's legislation in this area will still be one of the most detailed in Canada. For example, the amendments no longer include a list of factors that would give rise to whether or not a person is in the business of trading or advising and therefore requiring registration. Guidance on this issue will presumably be left to the CSA to provide.

In addition to providing for the legislative framework for NI 31-103, Bill 162 contains new provisions giving the Ontario government and the Ontario Securities Commission the authority deal with extraordinary circumstances, such as a major market disturbance or a major disruption in the functioning of capital markets. Among other powers, the OSC will have the ability, without notice or a hearing, to suspend trading in any security or to suspend all trading on any recognized stock exchange or otherwise. The explanatory notes to Bill 162 suggest that these new provisions are necessary in order to protect the public interest in the event of market disruptions, particularly in light of the current economic conditions.

As well, Bill 162 includes prospectus exemptions related to the registration exemptions that will now be set out in the Act. We note the definition of "accredited investor" for purposes of the accredited investor exemption in the Act will be different from that currently used in National Instrument 45-106 Prospectus and Registration Exemptions. The definition in Bill 162 is much narrower and includes primarily governments and institutions and no individuals unless designated by the OSC. It is not clear from reading Bill 162 how the legislated prospectus and registration exemptions will operate in conjunction with NI 45-106. We will need to review the final version of the proposed amended version of NI 45-106 in order to determine the entire universe of registration and prospectus exemptions that will be available in Ontario.

On March 11, 2009, Bill 8 available here was tabled in the National Assembly of Québec. Bill 8 contains proposed legislative amendments to Québec's securities legislation that are necessary to allow the implementation of NI 31-103.

We will continue to monitor and keep you advised of developments in this area. BLG's series of bulletins on the second version of proposed NI 31-103 are available on our website Please click here for a copy of our Proposed National Instrument 31-103 At a Glance.

About BLG

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.

In association with
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
Check to state you have read and
agree to our Terms and Conditions

Terms & Conditions and Privacy Statement (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

Use of

You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). 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 & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd 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 or performance of information available from this server.

The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.

Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

If you do not want us to provide your name and email address you may opt out by clicking here .

If you do not wish to receive any future announcements of products and services offered by Mondaq by clicking here .

Information Collection and Use

We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to with “no disclosure” in the subject heading

Mondaq News Alerts

In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

Log Files

We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests

From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to

Correcting/Updating Personal Information

If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to

Notification of Changes

If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

How to contact Mondaq

You can contact us with comments or queries at

If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at and we will use commercially reasonable efforts to determine and correct the problem promptly.