Any business advising on or trading in securities, or commodity futures, contracts or options, or that manages investment funds in Ontario must be registered with the Ontario Securities Commission (OSC), unless it has an exemption.
For full details, refer to National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103) and its Companion Policy 31-103CP.
Who needs to register?
In general, firms must register with the OSC if they conduct any of the following activities in Ontario:
- are in the business of trading in, or advising on, securities, which is referred to as the “business trigger” for registration
- act as an underwriter or as an investment fund manager
- conduct trading activities involving commodity futures contracts or commodity futures options.
Individuals must register if they:
- trade, advise or underwrite on behalf of a registered dealer or adviser, or
- act as the ultimate designated person or chief compliance officer of a registered firm
Exemptions from the requirement to register are available to firms and individuals in certain circumstances. For more information, see part 8 of NI 31-103 and Multilateral Instrument 32-102 Registration Exemptions for Non-Resident Investment Fund Managers.
Firms and individuals may apply to the OSC for discretionary relief if they are unable to comply with a specific requirement in securities law.
In accordance with part 7 of NI 31-103, a firm must choose one or more categories of registration when initially applying.
Firm registration categories under Ontario’s Securities Act are set out in part 7 of NI 31-103 and under sections 7 and 8 of Ontario’s Commodity Futures Act and in our Guide to Firm Registration Categories.
A firm registered as an investment dealer or a mutual fund dealer is generally required to be a member of a self-regulatory organization (SRO). The OSC works directly with the respective SRO to review the registration of the firm.
A firm registered as an investment dealer must generally become a member of the Investment Industry Regulatory Organization of Canada (IIROC). The OSC reviews the registration of the firm and IIROC reviews the registration of its dealing representatives.
A firm registered as a mutual fund dealer must generally become a member of the Mutual Fund Dealers Association of Canada (MFDA). The OSC reviews the registration of firms registered as mutual fund dealers and their dealing representatives.
An individual must choose one or more categories when applying for initial registration and an individual’s registration must be sponsored under a firm’s registration.
Individual registration categories under Ontario’s Securities Act are set out in part 2 of NI 31-103 and under Section 22 of Ontario’s Commodity Futures Act. For more information, see the Guide to Individual Registration Categories.
Certain international dealers and advisers may be exempt from the registration requirement. For more information, please refer to International Dealer and International Adviser: Exemption from Dealer and Adviser Registration.
Initial registration requirements
Firms and individuals must meet certain requirements in order to be registered and to maintain their registration. These requirements are based on three fundamental principles:
- Individuals must meet proficiency requirements as set out in part 3 of NI 31-103. Individuals or firms with registered individuals who do not demonstrate that they meet minimum proficiency standards may not be fit for registration.
- Firms and individuals must conduct themselves with integrity, which includes honesty and good faith, particularly in dealing with clients. Firms and individuals who have a history of non-compliance with regulatory and legal requirements may not be fit for registration.
- Firms must maintain solvency by meeting the capital and insurance requirements required to conduct their obligations on a daily basis. Firms and individuals with a history of insolvency may not be fit for registration.
Initial registration requirements for firms
- meet any specific requirement of a registered firm in NI 31-103, including requirements specific to the category of registration the applicant is applying under
- be prepared to comply with NI 31-103 in all respects, upon registration
- confirm that they have met the working capital and insurance requirements as set out in NI 31-103 and the Ontario Commodity Futures Act by attaching audited financial statements and insurance declarations to their application form
We may also ask for other information to help us make a complete assessment of the firm’s fitness for registration.
Initial registration requirements for firms are set out in Form 33-109F6 Firm Registration for applications under Ontario’s Securities Act and Form 33-506F6 Firm Registration for applications under Ontario’s Commodity Futures Act.
Initial registration requirements for individuals
In order for individuals to be registered, they must first be sponsored by a firm that is registered or seeking registration with the OSC.
- meet any specific requirements of a registered individual in NI 31-103 and National Instrument 33-109 Registration Information (NI 33-109), including any requirements specific to the category of registration the applicant is applying under
- be prepared to comply with NI 31-103 and NI 33-109 in all respects, upon registration meet certain education and experience requirements under part 3 of NI 31-103, depending on which category of registration an individual is applying for
We may ask for other information to help us make a complete assessment of the individual’s fitness for registration.
Initial registration requirements for individuals are set out in Form 33-109F4 Registration of Individuals and Review of Permitted Individuals for applications under Ontario’s Securities Act and Form 33-506F4 Registration of Individuals and Review of Permitted Individuals for applications under Ontario’s Commodity Futures Act.
Exemptions from registration requirements, such as proficiency, may be granted in certain circumstances.
Applying in more than one province or territory
Firms and individuals can apply for registration in more than one province or territory when they make their initial application for registration.
Except for restricted dealers, a firm applying for registration under Ontario’s Securities Act in more than one province or territory should use the passport and interface registration system. Applications to multiple jurisdictions by a firm for registration as a restricted dealer must be submitted separately to each regulator.
Applications for registration by a firm or individual under Ontario’s Commodity Futures Act must also be submitted separately to each regulator.
Once registered in any jurisdiction, firms and individuals can apply to register in additional provinces or territories. For more information, see changing categories or jurisdictions.
If you have questions
If you wish to learn more about registration requirements and exemptions, please refer to a summary of OSC staff notices dealing with questions about NI 31-103.
If you are unsure about whether you need to register, which category you should register under or whether an exemption applies, you should seek professional advice. As a regulatory agency, the OSC cannot provide legal or other professional advice.