Securities Law

31-103 - Registration Requirements and Exemptions [NI - Rescinded] - For financial years beginning on or after January 1, 2011

Published Date: 2010-12-30
Effective Date: 2011-01-01
Rescinded Date: 2011-07-11

Concurrently Published:


Part 1 Interpretation

1.1 Definitions of terms used throughout this Instrument
1.2 Interpretation of “securities” in Alberta, British Columbia, New Brunswick and Saskatchewan
1.3 Information may be given to the principal regulator

Part 2 Categories of registration for individuals

2.1 Individual categories
2.2 Client mobility exemption – individuals
2.3 Individuals acting for investment fund managers

Part 3 Registration requirements – individuals

Division 1 General proficiency requirements
3.1 Definitions
3.2 U.S. equivalency
3.3 Time limits on examination requirements

Division 2 Education and experience requirements
3.4 Proficiency – initial and ongoing
3.5 Mutual fund dealer – dealing representative
3.6 Mutual fund dealer – chief compliance officer
3.7 Scholarship plan dealer – dealing representative
3.8 Scholarship plan dealer – chief compliance officer
3.9 Exempt market dealer – dealing representative
3.10 Exempt market dealer – chief compliance officer
3.11 Portfolio manager – advising representative
3.12 Portfolio manager – associate advising representative
3.13 Portfolio manager – chief compliance officer
3.14 Investment fund manager – chief compliance officer

Division 3 Membership in a self-regulatory organization
3.15 Who must be approved by an SRO before registration
3.16 Exemptions from certain requirements for SRO-approved persons

Part 4 Restrictions on registered individuals

4.1 Restriction on acting for another registered firm
4.2 Associate advising representatives – pre-approval of advice

Part 5 Ultimate designated person and chief compliance officer

5.1 Responsibilities of the ultimate designated person
5.2 Responsibilities of the chief compliance officer

Part 6 Suspension and revocation of registration – individuals

6.1 If individual ceases to have authority to act for firm
6.2 If IIROC approval is revoked or suspended
6.3 If MFDA approval is revoked or suspended
6.4 If sponsoring firm is suspended
6.5 Dealing and advising activities suspended
6.6 Revocation of a suspended registration – individual
6.7 Exception for individuals involved in a hearing
6.8 Application of Part 6 in Ontario

Firm registration

Part 7 Categories of registration for firms

7.1 Dealer categories
7.2 Adviser categories
7.3 Investment fund manager category

Part 8 Exemptions from the requirement to register

Division 1 Exemptions from dealer and underwriter registration
8.1 Interpretation of “trade” in Québec
8.2 Definition of “securities” in Alberta, British Columbia, New Brunswick and Saskatchewan
8.3 Interpretation – exemption from underwriter registration requirement
8.4 Person or company not in the business of trading in British Columbia, Manitoba and New Brunswick
8.5 Trades through or to a registered dealer
8.6 Adviser – non-prospectus qualified investment fund
8.7 Investment fund reinvestment
8.8 Additional investment in investment funds
8.9 Additional investment in investment funds if initial purchase before September 14, 2005
8.10 Private investment club
8.11 Private investment fund – loan and trust pools
8.12 Mortgages
8.13 Personal property security legislation
8.14 Variable insurance contract
8.15 Schedule III banks and cooperative associations – evidence of deposit
8.16 Plan administrator
8.17 Reinvestment plan
8.18 International dealer
8.19 Self-directed registered education savings plan
8.20 Exchange contract – Alberta, British Columbia, New Brunswick and Saskatchewan
8.21 Specified debt
8.22 Small security holder selling and purchase arrangements

Division 2 Exemptions from adviser registration
8.23 Dealer without discretionary authority
8.24 IIROC members with discretionary authority
8.25 Advising generally
8.26 International adviser

Division 3 Exemptions from investment fund manager registration
8.27 Private investment club
8.28 Capital accumulation plan exemption
8.29 Private investment fund – loan and trust pools

Division 4 Mobility exemption – firms
8.30 Client mobility exemption – firms

Part 9 Membership in a self-regulatory organization

9.1 IIROC membership for investment dealers
9.2 MFDA membership for mutual fund dealers
9.3 Exemptions from certain requirements for SRO members

Part 10 Suspension and revocation of registration – firms

Division 1 When a firm’s registration is suspended
10.1 Failure to pay fees
10.2 If IIROC membership is revoked or suspended
10.3 If MFDA membership is revoked or suspended
10.4 Activities not permitted while a firm’s registration is suspended

Division 2 Revoking a firm’s registration
10.5 Revocation of a suspended registration – firm
10.6 Exception for firms involved in a hearing
10.7 Application of Part 10 in Ontario

Business operations

Part 11 Internal controls and systems

Division 1 Compliance
11.1 Compliance system
11.2 Designating an ultimate designated person
11.3 Designating a chief compliance officer
11.4 Providing access to board

Division 2 Books and records
11.5 General requirements for records
11.6 Form, accessibility and retention of records

Division 3 Certain business transactions
11.7 Tied settling of securities transactions
11.8 Tied selling
11.9 Registrant acquiring a registered firm’s securities or assets
11.10 Registered firm whose securities are acquired

Part 12 Financial condition

Division 1 Working capital
12.1 Capital requirements
12.2 Notifying the regulator of a subordination agreement

Division 2 Insurance
12.3 Insurance – dealer
12.4 Insurance – adviser
12.5 Insurance – investment fund manager
12.6 Global bonding or insurance
12.7 Notifying the regulator of a change, claim or cancellation

Division 3 Audits
12.8 Direction by a regulator to conduct an audit or review
12.9 Co-operating with the auditor

Division 4 Financial reporting
12.10 Annual financial statements
12.11 Interim financial information
12.12 Delivering financial information – dealer
12.13 Delivering financial information – adviser
12.14 Delivering financial information – investment fund manager
12.15 Exemptions for financial years beginning in 2011

Client relationshipsPart 13 Dealing with clients – individuals and firms

Division 1 Know your client and suitability
13.1 Investment fund managers exempt from this Division
13.2 Know your client
13.3 Suitability

Division 2 Conflicts of interest
13.4 Identifying and responding to conflicts of interest
13.5 Restrictions on certain managed account transactions
13.6 Disclosure when recommending related or connected securities

Division 3 Referral arrangements
13.7 Definitions – referral arrangements
13.8 Permitted referral arrangements
13.9 Verifying the qualifications of the person or company receiving the referral
13.10 Disclosing referral arrangements to clients
13.11 Referral arrangements before this Instrument came into force

Division 4 Loans and margin
13.12 Restriction on lending to clients
13.13 Disclosure when recommending the use of borrowed money

Division 5 Complaints
13.14 Application of this Division
13.15 Handling complaints
13.16 Dispute resolution service

Part 14 Handling client accounts – firms

Division 1 Exemption for investment fund managers
14.1 Investment fund managers exempt from Part 14

Division 2 Disclosure to clients
14.2 Relationship disclosure information
14.3 Disclosure to clients about the fair allocation of investment opportunities
14.4 When the firm has a relationship with a financial institution
14.5 Notice to clients by non-resident registrants

Division 3 Client assets
14.6 Holding client assets in trust
14.7 Holding client assets – non-resident registrants
14.8 Securities subject to a safekeeping agreement
14.9 Securities not subject to a safekeeping agreement

Division 4 Client accounts
14.10 Allocating investment opportunities fairly
14.11 Selling or assigning client accounts

Division 5 Account activity reporting
14.12 Content and delivery of trade confirmation
14.13 Semi-annual confirmations for certain automatic plans
14.14 Client statements
Exemption from this InstrumentPart 15 Granting an exemption

15.1 Who can grant an exemption
Transition and timingPart 16 Transition

16.1 Change of registration categories – individuals
16.2 Change of registration categories – firms
16.3 Change of registration categories – limited market dealers
16.4 Registration for investment fund managers active when this Instrument comes into force
16.5 Temporary exemption for Canadian investment fund manager registered in its principal jurisdiction
16.6 Temporary exemption for foreign investment fund managers
16.7 Registration of exempt market dealers
16.8 Registration of ultimate designated persons
16.9 Registration of chief compliance officers
16.10 Proficiency for dealing and advising representatives
16.11 Capital requirements
16.12 Continuation of existing discretionary relief
16.13 Insurance requirements
16.14 Relationship disclosure information
16.15 Referral arrangements
16.16 Complaint handling
16.17 Client statements – mutual fund dealers
16.18 Transition to exemption – international dealers
16.19 Transition to exemption – international advisers
16.20 Transition to exemption – portfolio manager and investment counsel (foreign)

Part 17 When this Instrument comes into force

17.1 Effective date

Forms andAppendices

Form 31-103F1 Calculation of Excess Working CapitaL
Form 31-103F2 Submission to Jurisdiction and Appointment of Agent for Service
Form 31-103F3 Use of Mobility Exemption

Appendix A – Bonding and Insurance Clauses
Appendix B – Subordination Agreement
Appendix C – New Category Names – Individuals
Appendix D – New Category Names – Firms
Appendix E – Non-Harmonized Capital Requirements
Appendix F – Non-Harmonized Insurance Requirements