Introduction
The Autorité des marchés financiers (the "AMF") is the organization mandated by the Quebec government to act to ensure that the financial sector remains dynamic, honest and worthy of public trust.1
On May 20th, 2025, the AMF introduced a new self-reporting and cooperation program by publishing its Self-reporting and Cooperation Policy (the "Policy"). The purpose of the Policy is to encourage market participants who have contravened certain financial laws to voluntarily self-report their offences, and to cooperate fully with the AMF in the event of an investigation, in order to benefit from possible sanction relief. This Policy is a part of the AMF's broader strategy to strengthen the integrity of the financial sector and protect the public interest. This Policy is also in line with the AMF's objective of speeding up the processing of investigations and litigation, in order to reduce negative impacts on financial markets, victims and the court system.
Objectives and Scope
The primary objective of the Policy is to define a clear mechanism for self-reporting and full cooperation, enabling individuals and entities (a "Person") to make informed choices about engaging with the AMF, including weighing the benefits and risks of cooperating fully with the AMF.
The Policy applies in the context of a breach of, or incident of non-compliance with, by any Person, the Act respecting the regulation of the financial sector, CQLR, c. E-6.1 (the "ARFS"), the AMF's enabling law, or any of the other laws administered by the AMF, such as the Insurers Act, the Act respecting the distribution of financial products and services and the Securities Act. The Policy covers all stages of self-reporting and cooperation, as well as the sanction relief potentially available.
Self-Reporting and Cooperation Processes
To benefit from sanction relief, a Person or their duly mandated legal counsel must, among other things, promptly and openly self-report to the AMF and cooperate fully throughout the process. This includes providing true, complete and reliable information, making available the necessary documents and allowing access to the relevant personnel for examination. The AMF retains full discretion as to the application of the Policy and the form of sanction relief proposed.
A Person wishing to self-report may contact the AMF directly by contacting the Information Centre or by sending an e-mail to PAC@lautorite.qc.ca, or, in the case of an ongoing investigation, by contacting the case lead.
Evaluation Criteria and Grounds for Exclusion
To assess the possibility of cooperation, the AMF will take into account a wide range of factors including, among others: the type of breach or incident of non-compliance; the length of time the breach or incident of non-compliance has been committed; the number of injured parties and the amounts involved; the repetitive or isolated nature of the breaches or incidents of non-compliance; and the injury caused to victims and the impact on financial markets. The AMF will also take into consideration the moment when full cooperation begins, the nature of the information provided, the context in which cooperation is offered by the Person, and the cessation of the breaches or incidents of non-compliance.
The AMF reserves the exclusive right to not recognize a Person's cooperation. This would be the case if a Person favors their personal interests or the interests of the company or its officers, directors or employees, to the detriment of their obligations to consumers, shareholders or financial market integrity. Other grounds for exclusion named by the AMF include, but are not limited to, failing to promptly and fully report the breach or incident of non-compliance, withholding information that should be provided to the AMF, or knowingly misleading the AMF or misrepresenting the facts of a situation.
Forms of Sanction Relief
Sanction relief may vary according to the moment when full cooperation is provided. Full cooperation at the start of an investigation or in the context of a self-report may result in more significant sanction relief, but this is entirely at the discretion of the AMF. Possible forms of sanction relief include letters of undertaking or warning letters; reduced sanctions, or even immunity in exceptional circumstances, and the filing of administrative, rather than penal, proceedings. The AMF may record the offered form of sanction relief in a written agreement.
Confidentiality and Transparency
The Policy stipulates that cooperation takes place in the context of an investigation, which takes place in camera.2 This means that no information relating to the investigation will be disclosed to the Person. However, in the interest of transparency and to encourage cooperation, the AMF may make public certain examples of cases in which sanction relief has been granted, either through the courts or by means of news releases issued by the AMF or in any other public statement.
Furthermore, the Policy is anchored in the AMF's Privacy Policy, which will ensure the protection of the Person's personal information. It should be noted, however, that the AMF reserves the right to use any information or documents provided in connection with legal proceedings. It is therefore strongly recommended that you consult a lawyer before communicating with the AMF directly.
What about other Canadian Provinces?
Programs very similar to the AMF Policy exist in several other Canadian provinces. For example, the Ontario Securities Commission (the "OSC") has, since 2004, encouraged market participants to self-report matters that may involve violations of Ontario securities law or activities that would be considered contrary to the public interest, in exchange for the opportunity to negotiate more lenient treatment, including narrower allegations, reduced enforcement, reduced sanctions and/or settlement.3 In a public settlement between the OSC and The Toronto-Dominion Bank dated August 23rd, 2019, the OSC agreed to a 30% discount of the financial penalty for the respondent's "exemplary cooperation." This settlement is just one example of the benefits of fully cooperating with Canadian financial market regulators.
More recently, Alberta adopted a similar program in 2017 (see Alberta Securities Commission Policy 15-601 - Credit for Exemplary Cooperation in Enforcement Matters and our article on this policy here) and British Columbia also adopted its 2023 cooperation program (see British Columbia Securities Commission - BC Notice 15-701 - Credit for Cooperation in Enforcement Matters). These cooperation programs reflect the growing trend among Canadian financial market regulators to encourage cooperation and self-reporting in order to strengthen market integrity and investor protection.
Conclusions and Impact of this Policy
In short, this new AMF Policy does not revolutionize practice, but rather codifies its overarching principles. It recognizes that prompt and full cooperation can, in certain cases, lead to sanction relief. Although each situation is assessed on a case-by-case basis and the AMF retains broad discretion, the Policy underscores a trend already observed in Canadian practice, namely to encourage transparency and cooperation that contribute to more effective resolution of cases.
Nonetheless, how the AMF will implement this Policy remains to be seen. Our Securities Regulations & Investment Products team will be closely monitoring developments surrounding this Policy, as well as its application by the AMF, in the coming months.
Footnotes
1 Plan stratégique 2025-2029, p. 7.
2 Act respecting the regulation of the financial sector, para 12.
3 See OSC Staff Notice 15-702 - Credit for Cooperation.
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