Securities Law

33-109 - Registration Information Requirements [MI Proposed - Lapsed]

Published Date: 2001-12-14

MULTILATERAL INSTRUMENT 33-109

REGISTRATION INFORMATION REQUIREMENTS

PART 1 DEFINITIONS

1.1 Definitions - In this Instrument

"business location" means, for a registered firm or a person or company that is applying for registration, a location, including a residence, where the registered firm carries on, or proposes to carry on, business as a dealer or adviser;

"non-registered individual" means, for a registered firm or for a person or company that is applying for registration, an individual who is not registered to trade or advise on behalf of the firm and who

(a) is a director, partner, or officer of the firm, or

(b) in Alberta, British Columbia, and Ontario,

(i) is a director, partner, or officer of the firm, or

(ii) beneficially owns, directly or indirectly, or exercises control or direction over, 10 percent or more of the voting securities of the firm;

"MI 31-102" means Multilateral Instrument 31-102 National Registration Database;

"NRD submission number" means the unique number generated by NRD to identify each NRD submission;

"registered firm" means a person or company that is registered as a dealer, adviser, or underwriter;

"registered individual" means, for a registered firm, an individual who is registered to trade or advise on behalf of the registered firm;

"sponsoring firm" means,

(a) for a registered individual, the registered firm on whose behalf the individual trades or advises,

(b) for an individual applying for registration, the registered firm, or the person or company applying to become a registered firm, on whose behalf the individual proposes to trade or advise,

(c) for a non-registered individual of a registered firm, the registered firm, or

(d) for a non-registered individual of a person or company that is applying for registration, the person or company that is applying for registration.

1.2 Interpretation - Terms defined in MI 31-102 and used in this Instrument have the respective meanings ascribed to those terms in MI 31-102.

PART 2 APPLICATION FOR REGISTRATION

2.1 Dealer, Adviser and Underwriter Registration - An applicant for registration as a dealer, adviser, or underwriter shall submit to the regulator

(a) a completed Form 3 in paper format;

(b) a completed Form 33-109F3 in accordance with MI 31-102 for each business location of the applicant, other than the applicant’s head office; and

(c) a completed Form 33-109F4 in accordance with MI 31-102 for each non-registered individual of the applicant who has not applied to become a registered individual with the applicant under subsection 2.2(1).

2.2 Individual Registration

(1) Except as provided in subsection (2), an individual who applies for registration under securities legislation shall make the application by submitting to the regulator a completed Form 33-109F4 in accordance with MI 31-102.

(2) Despite subsection (1), an non-registered individual of a registered firm who applies to become a registered individual with the firm shall make the application by submitting to the regulator a completed Form 33-109F2 in accordance with MI 31-102.

PART 3 CHANGES TO REGISTERED FIRM INFORMATION

3.1 Changes to Form 3 Information

(1) A registered firm shall notify the regulator of a change to any information previously submitted in Form 3, or under this subsection, within 5 business days of the change.

(2) Except as provided in subsection (3), for the purposes of subsection (1), a notice of change shall be made by submitting a completed Form 33-109F5 in paper format.

(3) Despite subsection (2), a notice of change under this section is not required to be in Form 33-109F5 if the change relates to

(a) the addition of an officer, partner, or director to the registered firm, and if a completed Form 33-109F4 in respect of the officer, partner, or director is submitted under section 2.2, or 3.3, in accordance with MI 31-102;

(b) the resignation or termination of an officer, partner or director of the registered firm, and if a completed Form 33-109F1is submitted under section 4.3, or 5.2, in accordance with MI 31-102; or

(c) a business location other than head office, and if a completed Form 33-109F3 is submitted under section 3.2 in accordance with MI 31-102.

3.2 Changes to Business Locations

(1) A registered firm shall notify the regulator of the opening of a business location, other than a new head office, by submitting a completed Form 33-109F3 in accordance with MI 31-102 within 5 business days of the opening.

(2) A registered firm shall notify the regulator of a change to any information previously submitted in Form 33-109F3 by submitting a completed Form 33-109F3 in accordance with MI 31-102 within 5 business days of the change.

3.3 Addition of Non-registered Individuals - A registered firm shall submit to the regulator a completed Form 33-109F4 in accordance with MI 31-102 for a non-registered individual within 5 business days of the individual becoming a non-registered individual of the registered firm.

PART 4 CHANGES TO REGISTERED INDIVIDUAL INFORMATION

4.1 Changes to Form 33-109F4 Information

(1) Except as provided in subsection (2), a registered individual shall notify the regulator of a change to any information previously submitted in Form 33-109F4, or under this subsection, in accordance with MI 31-102 within 5 business days of the change.

(2) Despite subsection (1), a registered individual shall notify the regulator of a change to information previously submitted in Item 3 or Item 8 of Form 33-109F4, or under this subsection, in accordance with MI 31-102 within 1 year of the change.

4.2 Application to Change Individual Registration Categories - A registered individual of a registered firm who applies to change his or her registration category with the firm shall make the application by submitting to the regulator a completed Form 33-109F2 in accordance with MI 31-102.

4.3 Termination of Relationship - A registered firm shall, within 5 business days of a termination of an employment, partner, or agency relationship with a registered individual, notify the regulator of the termination of the relationship by submitting a completed Form 33-109F1 in accordance with MI 31-102.

PART 5 CHANGES TO NON-REGISTERED INDIVIDUAL INFORMATION

5.1 Changes to Form 33-109F4 Information

(1) Except as provided in subsections (2) and (3), a registered firm shall notify the regulator of a change to any information previously submitted in Form 33-109F4, or under this subsection, for a non-registered individual in accordance with MI 31-102 within 5 business days of the change.

(2) Despite subsection (1), a registered firm shall notify the regulator of a change to information previously submitted in Item 3 of Form 33-109F4, or under this subsection, for a non-registered individual in accordance with MI 31-102 within 1 year of the change.

(3) Despite subsection (1), a registered firm shall notify the regulator of a change to any information regarding a category of non-registered individual listed in Item 6 of Form 33-109F4 for a non-registered individual by submitting a completed Form 33-109F2 in accordance with MI 31-102 within 5 business days of the change.

5.2 Cessation of Relationship - A registered firm shall, within 5 business days of an individual ceasing to be an non-registered individual of the registered firm, notify the regulator of the termination of the relationship by submitting a completed Form 33-109F1 in accordance with MI 31-102.

PART 6 DUE DILIGENCE AND RECORD-KEEPING

6.1 Sponsoring Firm Obligations

(1) A sponsoring firm shall exercise due diligence to ensure that information submitted by

(a) the firm for a non-registered individual; or

(b) a registered individual, or an individual applying for registration, for whom the firm is the sponsoring firm,

is true and complete.

(2) A sponsoring firm shall retain all documents used by the firm to satisfy its obligation under subsection (1),

(a) in the case of a non-registered individual, for a period of 7 years after the individual ceases to be a non-registered individual; or

(b) in the case of a registered individual, or an individual applying for registration, for a period of 7 years after the individual ceases to be a registered individual with the firm.

(3) Without limiting the generality of subsection (2), if a registered individual, or an individual applying for registration, appoints an agent for service, the sponsoring firm shall keep the original Appointment of Agent for Service executed by the individual for the period of time set out in paragraph (2)(b).

(4) Records required to be kept under this section with respect to a registered individual or a non-registered individual shall be kept at the location of the sponsoring firm at which the individual is working.

(5) A sponsoring firm that retains a document under subsection (2) or (3) in respect of an NRD submission shall record the NRD submission number on the document.

PART 7 EXEMPTION

7.1 Exemption

(1) The regulator or the securities regulatory authority may grant an exemption from this Instrument, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption.

(2) Despite subsection (1), in Ontario only the regulator may grant such an exemption.

PART 8 TRANSITION TO NRD

8.1 Definitions - In this Part

"data transfer date" means the day on which the securities regulatory authority will commence the transfer of its record of non-registered individuals, registered individuals, and registered firms to NRD;

"NRD access date" means, for an NRD firm filer, the date the NRD firm filer first has access to NRD to make NRD submissions; and

"NRD freeze period" means the period that begins on the day that is 5 business days before the data transfer date and ends on the day that is 5 business days after the NRD access date.

8.2 Changes to Form 3 Information - A notice of change under section 3.1 is not required during the NRD freeze period if the change relates to

(a) the addition of an officer, partner, or director to the registered firm, and if a completed Form 33-109F4 in respect of the officer, partner, or director is submitted in accordance with MI 31-102 within 15 business days of the NRD access date;

(b) the resignation or termination of an officer, partner or director of the registered firm, and if a completed Form 33-109F1 is submitted in accordance with MI 31-102 within 15 business days of the NRD access date; or

(c) a business location other than head office, and if a completed Form 33-109F3 is submitted in accordance with MI 31-102 within 15 business days of the NRD access date.

8.3 Changes to Business Location - A registered firm is exempt from the requirement to make a submission under section 3.2 during the NRD freeze period, if the firm makes the submission in accordance with MI 31-102 within 15 business days of the NRD access date.

8.4 Addition of Non-registered Individuals - A registered firm is exempt from the requirement to make a submission under section 3.3 during the NRD freeze period, if the firm makes the submission in accordance with MI 31-102 within 15 business days of the NRD access date.

8.5 Changes to Form 4 Information - Registered Individuals

(1) This section applies to a registered individual who has not submitted a completed Form 33-109F4 in accordance with MI 31-102.

(2) A registered individual shall notify the regulator of a change to any information previously submitted in Form 4, or under this subsection, by submitting a completed Form 33-109F5 in paper format within 5 business days of the change.

(3) A registered individual who has submitted a completed Form 33-109F5 under subsection (2), shall submit a completed Form 33-109F4 in accordance with section 8.7 of MI 31-102.

8.6 Termination of Relationship - Registered Individuals - A registered firm is exempt from the requirement to make a submission under section 4.3 during the NRD freeze period, if the firm makes the submission in accordance with MI 31-102 within 15 business days of the NRD access date.

8.7 Changes to Form 4 Information - Non-registered Individuals

(1) This section applies to a registered firm that has not submitted a completed Form 33-109F4 for a non-registered individual in accordance with MI 31-102.

(2) A registered firm shall notify the regulator of a change to any information previously submitted in Form 4 for a non-registered individual, or under this subsection, by submitting a completed Form 33-109F5 in paper format within 5 business days of the change.

(3) A registered firm that has submitted a completed Form 33-109F5 for a non-registered individual under subsection (2), shall submit a completed Form 33-109F4 for the non-registered individual in accordance with section 8.8 of MI 31-102.

8.8 Cessation of Relationship - Non-registered Individuals - A registered firm is exempt from the requirement to make a submission under section 5.2 during the NRD freeze period, if the firm makes the submission in accordance with MI 31-102 within 15 business days of the NRD access date.

PART 9 EFFECTIVE DATE

9.1 Effective Date - This Instrument comes into force on September 1, 2002.