Securities Law

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

Published Date: 2001-12-14

COMPANION POLICY 33-109CP
TO MULTILATERAL INSTRUMENT 33-109
REGISTRATION INFORMATION REQUIREMENTS

PART 1 NOTICE OF CHANGES

1.1 Bulk Transfer of Locations and Individuals

(1) If a registered firm is acquiring a large number of business locations from one or more other registered firms (for example, as a result of an amalgamation or asset purchase) with a significant number of registered and non-registered individuals working out of each location, the securities regulatory authority or regulator will consider exempting the firms and individuals involved in the transaction from the following requirements, as necessary:

1. the requirement to submit a notice regarding the termination of each employment, partner, or agency relationship under section 4.3 of Multilateral Instrument 33-109 ("MI 33-109");

2. the requirement to submit a notice regarding each individual who ceases to be a non-registered individual under section 5.2 of MI 33-109;

3. the requirement to submit a registration application for each individual applying to become a registered individual under section 2.2 of MI 33-109;

4. the requirement to submit a Form 33-109F4 for each non-registered individual under section 3.3 of MI 33-109;

5. the requirement under section 3.1 of MI 33-109 to notify the regulator of a change to the business location information in Form 33-109F3.

(2) In order to exempt the firms and individuals involved in the transaction from the requirements set out above, the application should include the following information:

(a) the name and NRD number of the registered firm that will acquire control of the business locations;

(b) for each registered firm that is transferring control of the business locations,

(i) the name and NRD number of the registered firm;

(ii) the address and NRD number of each business location that is being transferred from the registered firm named in (b)(i) to the registered firm named in (a); and

(c) the date that the business locations will be transferred to the registered firm named in (a).

(3) To facilitate the processing of the exemption application, the applicant may put the information referred to in subsection (2) in the form set out in Appendix A to this Companion Policy.

(4) This exemption application should be made by the registered firm that will acquire control of the business locations at the closing of the transaction and should be submitted sufficiently in advance of the date on which the business locations are to be transferred (the "transfer date"). At this time, the securities regulatory authority is of the view that submitting the application at least 30 days prior to the transfer date should be sufficient.

(5) In addition to any application fee, it is likely that the payment of a fee will be a condition of this type of exemption order and that the fee will be related to the number of registered firms, business locations, registered individuals, and non-registered individuals involved in the transaction.

(6) As soon as practicable after the transfer date, the regulator will instruct the NRD administrator to indicate the transfer of the business locations, the registered individuals, and the non-registered individuals on NRD.

PART 2 DUE DILIGENCE

2.1 The securities regulatory authority is of the view that for a sponsoring firm to exercise due diligence to determine whether the information submitted on behalf of an individual is true and complete the firm should make such enquiries about the individual to determine:

(a) the identity of the individual;

(b) the prior record of employment of the individual;

(c) the credit and banking history of the individual; and

(d) the proficiency of the individual.

2.2 The securities regulatory authority is of the view that in order to meet the due diligence requirement in MI 33-109, a sponsoring firm should

(a) establish written policies and procedures relating to the investigation of an individual prior to submitting a Form 33-109F4 on behalf of the individual, and

(b) ensure that the review of an individual pursuant to these policies and procedures is documented.

 

Appendix A

Request for NRD Bulk Transfer of Business Locations

This is an application for exemption under Multilateral Instrument 33-109.

A) Registered firm that will acquire the business locations

Name:

Firm NRD number:

B) Registered firm transferring the business locations

Name:

Firm NRD number:

Business locations that will be transferred

Address of business location:

NRD numberof business location:

Addressof business location:

NRD numberof business location:

(Repeat for each business location as necessary.)

C) Date that business locations will be transferred: