Securities Law

BCN 2005/55 - Request for Comment on Proposed Amendments to National Instrument 31‑101 National Registration System and to National Policy 31‑201 National Registration System [BCN - Lapsed]

Published Date: 2005-11-25

Concurrently Published:

The Commission is publishing a CSA Notice of Request for Comment on proposed amendments to National Instrument 31‑101 National Registration System and to National Policy 31‑201 National Registration System.

The CSA notice describes where your comments and questions on the proposed amendments can be directed. All comments received by March 1, 2006 will be considered.

November 24, 2005


Douglas M. Hyndman

Ref:     National Instrument 31‑101 National Registration System
National Policy 31‑201 National Registration System

This Notice may refer to other documents. These documents can be found at the B.C. Securities Commission public website at in the section Securities Law & Policy: Policies & Instruments.


CSA Notice

 Request for Comment
Notice of Proposed Amendments to
National Instrument 31‑101 - National Registration System
and to
National Policy 31‑201 - National Registration System

The Canadian Securities Administrators (the CSA or we) are publishing for comment proposed amendments to National Instrument 31‑101 - National Registration System(NI 31-101) and to National Policy 31‑201 -National Registration System (NP 31-201).

NI 31-101 and NP 31-201 are currently in force in all Canadian jurisdictions. The National Registration System (NRS) may be used by investment dealers, advisers, mutual fund dealers and their sponsored individuals in connection with their application for initial registration, amendments to registration or reinstatement of registration or for approval or review of certain sponsored individuals. 

The purpose of the NRS is to improve the registration system through a mutual reliance process. Principles of mutual reliance are applied to the analysis of registration applications or applications for approval or review of investment dealers, advisers and mutual fund dealers and their sponsored individuals in order to reduce unnecessary duplication in the analysis of applications made in multiple jurisdictions or in subsequent jurisdictions.

Substance and Purpose of Proposed Amendments
Section 3.2(4) of NP 31-201 lists factors a firm filer should consider when selecting its principal regulator. In the CSA Staff Notice 31-308 issued on April 22, 2005 (the Notice), we indicated that the appropriate principal regulator will normally be the jurisdiction in which the firm’s head office is located. If the firm selects a different jurisdiction as its principal regulator, the regulators will seek further information from the firm to substantiate the firm’s decision.

Unless there are compelling reasons for the firm’s principal regulator to be in a different jurisdiction, the regulators will exercise their discretion as described in section 3.3 of NP 31-201 to designate the jurisdiction in which the firm’s head office is located as the firm’s principal regulator.

The substance and purpose of the proposed amendments to NI 31-101 and NP 31-201 are to require that a firm filer select as its principal regulator the local securities regulatory authority or regulator in the jurisdiction where the filer’s head office is located. In exceptional circumstances, factors other than the firm’s head office may be considered when the firm filer applies for a change of principal regulator, as provided in the proposed amendment to section 3.3 of NP 31-201.

The proposed amendments are consistent with the selection of an issuer’s principal regulator under: 

  • National Policy 43-201  Mutual Reliance Review System for Prospectuses and Annual Information Forms, and
  • Multilateral Instrument 11-101 Principal Regulator System.

Summary of Proposed Amendments
The proposed amendments revise NI 31-101 and NP 31-201 to require that a firm filer select as its principal regulator the local securities regulatory authority or regulator in the jurisdiction where the filer’s head office is located.

Authority for Proposed Amendments
In Ontario, paragraph 143(1)1 of the Securities Act (Ontario) (the Ontario Act) authorizes the Ontario Securities Commission (the Ontario Commission) to make rules prescribing requirements in respect of applications for registration and the renewal, amendment, expiration or surrender of registration. Paragraph 143(1)2 of the Ontario Act authorizes the Ontario Commission to make rules prescribing conditions of registration or other requirements for registrants or any category or subcategory of registrant.

Unpublished Materials
In proposing the amendments to NI 31-101 and NP 31-201, the Ontario Commission has not relied on any significant unpublished study, report or other written materials.

Alternatives Considered
The Ontario Commission did not consider any alternatives to the proposed amendments to NI 31-101 and NP 31-201.

Anticipated Costs and Benefits
It is anticipated that the proposed amendments to NI 31-101 and NP 31-201 will reduce the time and costs of a firm filer associated with determining its principal regulator.

Interested parties are invited to make written submissions with respect to these proposed amendments. Submissions received by March 1, 2006 will be considered.  If you are not sending your submissions by e-mail, please include a diskette or CD containing your submission (in Windows format, Word).

Submissions should be addressed to all of the CSA members listed below:

Autorité des marchés financiers
Ontario Securities Commission
Alberta Securities Commission
British Columbia Securities Commission
Saskatchewan Financial Services Commission

It is not necessary to send your comments separately to all CSA members.  Please send them to the following people.  CSA staff will ensure they are sent to the other CSA members.

c/o John Stevenson
Secretary to the Commission
Ontario Securities Commission
20 Queen Street West, Suite 1903, Box 55 Toronto, ON M5H 3S8
Fax: (416) 593-2318

c/o Me Anne-Marie Beaudoin
Directrice du Secrétariat
Autorité des marchés financiers
Tour de la Bourse
800, Square Victoria
C.P. 246
Montréal (Québec) H4Z 1G3
Fax: (514) 864-8381

We cannot keep submissions confidential because securities legislation in certain provinces requires that a summary of the written submissions received during the comment period be published.

Please refer your questions to any of:

Jim Wahl
Manager, Registration & Compliance
Alberta Securities Commission
4th Floor, 300 - 5th Avenue S.W.
Calgary, AB  T2P 3C4
Direct: (403) 297-4281
Fax:     (403) 297-4113

Sandy Jakab
Manager - Policy
Capital Markets Regulation
British Columbia Securities Commission
PO Box 10142, Pacific Centre
701 - West Georgia Street
Vancouver, BC  V7Y 1L2
Direct: (604) 899-6869
Fax:     (604) 899-6814

Douglas R. Brown
General Counsel &
Director - Legal, Enforcement & Registration
The Manitoba Securities Commission
1130 - 405 Broadway
Winnipeg, MB  R3C 3L6
Direct: (204) 945-0605
Fax:     (204) 945-0330

Andrew Nicholson
Director Market Regulation
New Brunswick Securities Commission
606 - 133 Prince William Street
Saint John, NB  E2L 2B5
Direct: (506) 658-3021
Fax:     (506) 658-3059

Douglas J. Connolly
Director of Financial Services Regulation
Financial Services Regulation Division
Department of Government Services
Government of Newfoundland and Labrador
2nd Floor, West Block
Confederation Building
P.O. Box 8700
St. John’s, NL  A1B 4J6
Direct: (709) 729-2954
Fax:     (709) 729-6187

Brian W. Murphy
Deputy Director, Capital Markets
Nova Scotia Securities Commission
Joseph Howe Building
2nd Floor, P.O. Box 458
Halifax, Nova Scotia  B3J 2P8
Direct: (902) 424-4592
Fax:     (902) 424-4625

David M. Gilkes, BA, MA, CFE
Manager, Registrant Regulation
Capital Markets Branch
Ontario Securities Commission
18th Floor, 20 Queen Street West
Toronto, ON  M5H 3S8
Direct: (416) 593-8104
Fax:     (416) 593-8240

Mark Gallant
Registrar of Securities
PEI Securities Division
Office of the Attorney General
P.O. Box 2000
95 Rochford Street
4th Floor, Shaw Building
Charlottetown, PE  C1A 7N8
Direct: (902) 368-4552
Fax:     (902) 368-5283

Maryse Pineault
Directrice des pratiques de distribution
Autorité des marchés financiers
800 square Victoria, 22e étage
C.P. 246, Tour de la Bourse
Montréal, QC  H4Z 1G3
Direct: (514) 940-2199 ext. 4781
Fax:     (514) 864-7854

Dean Murrison
Deputy Director, Legal/Registration
Securities Division
Saskatchewan Financial Services Commission
6th Floor, 1919 Saskatchewan Drive
Tel:   (306) 787-5879
Fax:  (306) 787-5899

Gary Crowe
Registrar of Securities
Legal Registries Division, Department of Justice
Government of Nunavut
P.O. Box 1000, STN 570
1st Floor, Brown Building
Iqaluit, NU  X0A 0H0
Direct: (867) 975-6586
Fax:     (867) 975-6594

M. Richard Roberts
Manager, Corporate Affairs
Registrar of Securities
Corporate Affairs / Community Services
Government of Yukon
P.O. Box 2703
2134 Second Avenue
Whitehorse, YT  Y1A 5H6
Direct: (867) 667-5225
Fax:     (867) 393-6251

The text of the proposed amendments follow or can be found elsewhere on a CSA member website.

November 25, 2005