Canada: New Registration Exemption For Foreign Dealers And Advisers Trading Or Advising In Standardized Derivatives In Quebec

Copyright 2009, Blake, Cassels & Graydon LLP

Originally published in Blakes Bulletin on Securities Regulation, August 2009


The Quebec Autorité des marchés financiers (the Authority) published a draft amending regulation (Amending Regulation) under the Quebec Derivatives Act (the QDA) on July 31, 2009 which provides for a new exemption from the registration requirements of the QDA for foreign dealers or advisers who trade or advise in standardized derivatives (the Standardized Derivatives Exemption).

The Standardized Derivatives Exemption applies where:

  • the person is authorized to act as a dealer or adviser or exercise similar functions in a jurisdiction outside Quebec where its head office or principal place of business is located (the foreign dealer or adviser);
  • the foreign dealer or adviser carries on business solely with "accredited counterparties" (ACs) within the meaning of the QDA (we discuss the definition of ACs in greater detail below); and
  • the activity involves a "standardized derivative" that is offered primarily outside Quebec. The QDA defines "standardized derivative" as a derivative that is traded on a published market, whose instrinsic characteristics are determined by that market and whose trade is cleared and settled by a clearing house.

Subject to government approval, the Amending Regulation is scheduled to come into force on September 28, 2009, in tandem with National Instrument 31-103 – Registration Requirements and Exemptions (NI 31-103).


Currently, the QDA contains a carve-out from the registration requirements with respect to over-the-counter (OTC) derivatives activities or transactions involving ACs only (the OTC Derivatives Exemption). The Standardized Derivatives Exemption once in force will provide relief complementary to the OTC Derivatives Exemption in relation to standardized derivatives activities. As mentioned, the dealer or adviser must be licensed in its home jurisdiction and the standardized derivative must be offered primarily outside Quebec for the Standardized Derivatives Exemption to apply.

When the QDA was brought into force on February 1, 2009, the Authority adopted a blanket decision (the Blanket Decision) exempting certain specified options and futures from the QDA where such instruments are offered to "accredited investors" (AIs) within the meaning of Regulation 45-106 respecting prospectus and registration exemptions adopted under the Quebec Securities Act (QSA). Please see our January 2009 Blakes Bulletin on Securities Regulation – Quebec Derivatives Legislation in Force as of February 1, 2009 for further discussion of the Blanket Decision.

The Standardized Derivatives Exemption, insofar as it covers the complete universe of standardized derivatives, is wider in scope than the Blanket Decision. At the same time, insofar as the Standardized Derivatives Exemption applies in relation to ACs and not the broader category of AIs, it is narrower than the Blanket Decision. The Standardized Derivatives Exemption is also narrower due to the requirement that the standardized derivative be offered primarily outside Quebec, a condition which does not exist under the Blanket Decision.

While the Standardized Derivatives Exemption enhances the exemption currently available pursuant to the Blanket Decision, there is some overlap between the two. We understand that the Blanket Decision will nonetheless continue in effect until the Canadian securities regulators establish a harmonized position with respect to the regulatory framework for derivatives offered to the public. Until the Blanket Decision is revoked, it will be possible to rely on such exemption where the Standardized Derivatives Exemption is unavailable.


As mentioned, the Standardized Derivatives Exemption is tied to business being carried on by the foreign dealer or adviser with ACs.

ACs include the following entities, whether Canadian or foreign:

  • governments and their agencies and wholly-owned entities;
  • municipalities;
  • financial institutions and their wholly-owned subsidiaries;
  • registered dealers and advisers and their representatives;
  • pension funds; and
  • hedgers.

They also include:

  • Canadian or Quebec registered charities;
  • persons who establish, in a "conclusive and verifiable manner", that they are knowledgeable of derivatives and who meet prescribed minimum asset tests (C$5 million in the case of individuals and C$10 million in the case of legal persons and other types of entities, with assets consisting of cash, securities, insurance contracts or deposits calculated on the basis of realizable value before taxes, after deduction of corresponding liabilities);
  • publicly offered investment funds which invest in derivatives;
  • private funds offered to AIs or investors meeting the minimum amount investment exemption under the QSA; and
  • other investment funds that are advised by a Canadian or foreign registered adviser.

Please see our October 2008 Blakes Bulletin on Securities Regulation – Quebec Signals Implementation of Derivatives Legislation with Publication of Draft Regulation and our January 2009 Blakes Bulletin on Securities Regulation – Quebec Derivatives Legislation in Force as of February 1, 2009 for further details on the notion of ACs.


As previously reported, NI 31-103 contains new registration exemptions that will allow non-Canadian companies to trade or provide advisory services in respect of foreign securities to certain Canadian "permitted clients" on a similar basis as for existing registered international dealers or international advisers in Ontario. Please see our July 2009 Blakes Bulletin on Securities Regulation – Registration Exemptions Finalized for International Dealers and Advisers for further details. The concept of "permitted client" under NI 31-103 is not identical to that of ACs under the QDA, although there is considerable overlap. Thus, a person relying on the new registration exemptions under NI 31-103 should understand that where the products being traded or advised in are considered derivatives in Quebec as opposed to securities, the exemptions under NI 31-103 will not apply in Quebec and instead the person must rely on the QDA exemptions.


The Amending Regulation also makes the conduct and compliance obligations of NI 31-103 in relation to dealing with clients and handling client accounts applicable to derivatives dealers registered under the QDA. As a result of deeming provisions of the QDA, this would include securities dealers registered under the QSA who carry on business in derivatives.


The Amending Regulation is open for comment until August 31, 2009.


  • New registration exemption for standardized derivatives complements existing OTC derivatives exemption in Quebec
  • Enhances existing exemption applicable only to specified options and futures
  • Tied to activity of foreign dealer or adviser being carried on with accredited counterparties, covering a variety of institutional as well as high net worth market participants
  • Some overlap between accredited counterparties under Quebec Derivatives Act and permitted clients under National Instrument 31-103; nevertheless foreign dealer or adviser must rely on QDA exemptions for products which constitute derivatives even if registration exemptions under NI 31-103 apply elsewhere

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.

Events from this Firm
27 Oct 2016, Seminar, Toronto, Canada

Please join members of the Blakes Commercial Real Estate group as they discuss five key provisions of a commercial real estate purchase agreement that are often the subject of much negotiation but are sometimes misunderstood.

1 Nov 2016, Seminar, Toronto, Canada

What is the emotional culture of your organization?

Every organization and workplace has an emotional culture that can have an impact on everything from employee performance to customer or client satisfaction.

3 Nov 2016, Seminar, Toronto, Canada

Join leading lawyers from the Blakes Pensions, Benefits & Executive Compensation group as they discuss recent updates and legal developments in pension and employee benefits law as well as strategies to identify and minimize common risks.

In association with
Related Video
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.