How to register a firm
Both firms and individuals who advise on or trade in securities or commodity futures, contracts or options, or who manage investment funds in Ontario, must register with the Ontario Securities Commission (OSC).
Once we have received a firm’s registration application, we will notify each firm when to submit individual applications.
National Registration Database enrolment
A firm applying for registration with the OSC must first enroll with the National Registration Database (NRD) to obtain its NRD number. Enrolling with NRD enables the firm to submit individual registration filings and select firm filings to the OSC electronically.
For more details, refer to:
- National Instrument 31-102 National Registration Database
- OSC Rule 31-509 National Registration Database (Commodity Futures Act)
Canada’s provincial and territorial securities regulators recognized the New Self-Regulatory Organization of Canada (New SRO), effective January 1, 2023. New SRO subsequently changed its name to the Canadian Investment Regulatory Organization (CIRO) on June 1, 2023. CIRO consolidates the functions of the Investment Industry Regulatory Organization of Canada (IIROC) and the Mutual Fund Dealers Association of Canada (MFDA). CIRO regulates mutual fund dealers, investment dealers, and acts as the regulation services provider for marketplaces that have retained it as such, including monitoring trading on those marketplaces for compliance with CIRO rules and securities legislation.
Firm registration under Ontario’s Securities Act
If the firm is applying for registration as a dealer, adviser or investment fund manager under Ontario’s Securities Act only in Ontario, complete Form 33-109F6 Firm Registration and submit it to the OSC.
Registering in more than one province or territory
Except for restricted dealers, firms must use the passport and interface system if they want to register in more than one province or territory:
- if the OSC is the principal regulator, submit Form 33-109F6 and all supporting documents only to the OSC
- if the OSC is not the principal regulator, submit Form 33-109F6 and all supporting documents to the principal regulator and submit a copy of the form to the OSC without the supporting documents
Once registered in any jurisdiction, firms can apply to register in additional provinces or territories. For more information, please refer to changing categories or jurisdictions.
A firm applying to register as a restricted dealer cannot use the passport and interface system and must submit a separate Form 33-109F6 to each regulator. For more information on restricted dealers, please refer to part 7 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103).
A firm seeking registration as an investment dealer must also apply separately with the Canadian Investment Regulatory Organization (CIRO) (formerly New Self-Regulatory Organization of Canada (New SRO)).
Mutual fund dealer
A firm seeking registration as a mutual fund dealer must also apply separately with the Canadian Investment Regulatory Organization (CIRO) (formerly New Self-Regulatory Organization of Canada (New SRO)).
Dual registered firm
A firm may be both an investment dealer and mutual fund dealer (dual registered firm) if they are a member of the Canadian Investment Regulatory Organization (CIRO) (formerly New Self-Regulatory Organization of Canada (New SRO)). If you have any questions or are interested in applying for registration as a dual registered firm, please contact your principal regulator and CIRO.
Firm registration under Ontario’s Commodity Futures Act
If the firm is applying for registration as a dealer, adviser or investment fund manager under Ontario’s Commodity Futures Act only in Ontario, complete Form 33-506F6 Firm Registration and submit it to the OSC through the filing portal. Firms are not required to answer questions 1.4(a), 2.6 and 6.2 on the form. You may also wish to refer to OSC Rule 33-506 Registration Information.
Registering in more than one province or territory
If the firm wants to register in more than one province or territory, it must submit a separate application to each province’s or territory’s regulator. Once registered in any jurisdiction, firms can apply to register in additional provinces or territories. For more information, please refer to changing categories or jurisdictions.
Futures commission merchant
A firm seeking registration as a futures commission merchant must also apply separately with the Canadian Investment Regulatory Organization (CIRO) (formerly New Self-Regulatory Organization of Canada (New SRO)).
Guide to completing and filing a firm application
When a firm has determined which category of registration they wish to apply under, they must complete and file Form 33-109F6 Firm Registration in accordance with Ontario’s Securities Act, if applying for registration in Ontario. A firm must also submit the applicable supporting documents identified in Form 33-109F6 along with its completed form, and submit everything through the OSC’s electronic filing portal.
Please ensure that all required supporting documents related to Form 33-109F6 are submitted along with the application itself, as one single package, in order to avoid delays.
Information on how to complete the registration application Form 33-109F6 is explained in detail in the Guide to Completing and Filing a Firm Registration Application. Applicants are encouraged to refer to the guide before submitting any documents to the OSC.
Form 33-506F6 for firms seeking registration under Ontario’s Commodity Futures Act is completed in a similar manner to Form 33-109F6. Please refer to the Guide to Completing and Filing a Firm Registration Application to assist with the completion of Form 33-506F6.
Fees for registering
The firm application fee for registering under Ontario’s Securities Act is $1,300, regardless of the number of categories you apply for. An additional fee of $1,300 is required for firm applications under Ontario’s Commodity Futures Act. Refer to fees for more information.
Once your application is submitted, you will be contacted by OSC registration staff who will provide you with instructions on how to pay the firm application fee which, generally, is paid through the firm’s electronic fund transfer account on NRD.
Where a firm is exempt from the requirement to pay fees through NRD, the firm will remit the fees to the OSC via cheque or wire transfer.
If the firm is applying for registration in other jurisdictions, additional regulatory fees are required for those jurisdictions. These are indicated on, and can be paid through, NRD.
Passport and interface registration system
The process of registration under this system is set out in National Policy 11-204 Process for Registration in Multiple Jurisdictions and Multilateral Instrument 11-102 Passport System. This system allows the firm to submit the application with its principal regulator, which reviews the application on behalf of all the regulators in the other jurisdictions (the non-principal regulators) in which the firm is applying for registration. The firm communicates only with the principal regulator.
If the OSC is the principal regulator, the application is processed under the passport system. The OSC conducts a review of the application and its decision is effective in the other jurisdictions.
If the OSC is not the principal regulator, the application is processed under the interface system. The principal regulator reviews the application and the OSC decides whether to opt in or opt out of the principal regulator’s decision. The OSC can perform its own review.
Application review and approval
Approval is based on the information provided in the registration application form and supporting documents, through background checks of individuals, public information and from other information we may request.
Firms which have submitted an application to the OSC will be added to NRD in a pending state. We will then request the firm to submit their registration application fees, generally through their electronic funds transfer account with NRD.
We will review the application and will communicate with the firm by providing comments and/or requesting additional information when necessary. A filing that is “complete” means a filing of acceptable quality that contains the necessary analysis and addresses relevant issues. An incomplete or deficient application will delay the review process.
When considering your application, we conduct a pre-registration meeting with the key principals of the firm, including the proposed chief compliance officer, the ultimate designated person, or both to:
- understand the firm’s business objectives
- provide guidance
- determine whether the firm has the appropriate individuals and compliance structure in place to meet the ongoing regulatory requirements for registered firms.
If it appears that the firm is not suitable for registration or that the proposed registration would be objectionable based on public interest, the OSC may refuse the registration or grant the registration subject to terms and conditions. In these cases, OSC staff will send the applicant firm a letter providing written notice of its recommendation regarding registration and brief reasons for it. This is referred to as a Letter of Brief Reasons. Section 31 of Ontario’s Securities Act and Section 23(3) of Ontario’s Commodity Futures Act then provides the applicant with an opportunity to be heard before the Director prior to a decision being made concerning staff’s recommendation.
Timeline to review and approve a registration application
We are committed to reviewing and processing your applications promptly and professionally, while fulfilling our regulatory responsibilities to address any compliance or policy issues that may arise.
For more information on the OSC’s service standard timing to review firm registration materials, see the OSC Service Commitment. Firms are notified by e-mail when their registration is approved.
Prescribed conditions for new business applications are that:
- you are a non-SRO applicant
- all questions are answered with sufficient detail
- all regulatory obligations are met
- there are no concerns with your fitness for registration
- you respond to our request for information in a timely manner
Although we strive to meet or exceed our service commitments, certain key factors may affect the timeliness of our decision:
- the completeness and accuracy of your filings
- the complexity of the issues they raise
- timeliness of your response to our request for information
- concerns with your fitness for registration
In cases where there appear to be issues with an application that could bear on the applicant’s suitability for registration, such as past misconduct or untrue or misleading information given in the application itself, the file may be referred by the Registration Team to the Registrant Conduct Team for further investigation, requiring a longer review time. Each phase in the registration process when applications transition from the Registration Team to the Registrant Conduct Team are illustrated in this process chart.
If you have questions about the registration process, please contact us.
If you have questions about registering under your particular circumstances, you should seek professional advice. As a regulatory agency, the OSC cannot provide legal or other professional advice.