2020 Capital Markets Participation Fees and Related Matters – Action Items

1. YOUR REQUIRED SUBMISSION OF 2020 FEE FORMS AND PAYMENT OF 2020 CAPITAL MARKETS PARTICIPATION FEES

This e-mail is being sent to:

  • firms registered in Ontario under the Securities Act or the Commodity Futures Act (including agents for service identified by the firm on our National Registration Database, or NRD), who will be required as a “registrant firm” to pay a capital markets participation fee for 2020 under the corresponding fee rules referred to below
  • firms relying on certain exemptions from registration requirements in Ontario under the Securities Act or the Commodity Futures Act (including agents for service identified by the firm on NRD), who will be required as an “unregistered capital markets participant” to pay a capital markets participation fee for 2020 under the corresponding fee rules referred to below

(This e-mail is also being sent as an information item to subscribers to the OSC’s Registrant Outreach program.)

The Fee Forms used to calculate the 2020 capital market participation fees are now available on the OSC’s website in the Participation Fees section of https://www.osc.gov.on.ca/en/Dealers_forms_index.htm

  • Form 13-502F4 Capital Markets Participation Fee Calculation under Ontario Securities Commission Rule 13-502 Fees (OSC Rule 13-502)
  • Form 13-503F1 (Commodity Futures Act) Participation Fee Calculation under Ontario Securities Commission Rule 13-503 (Commodity Futures Act) Fees (OSC Rule 13-503)


Deadlines
All firms receiving this email should note the following deadline dates:

  • December 01 - Deadline to file Form 13-502F4
  • December 01 - Deadline to file Form 13-503F1
  • December 31 - Deadline to pay applicable annual participation fee(s)

Note: Under OSC Rules 13-502 and 13-503, firms that do not meet applicable deadlines will be subject to additional fees for any late filing or payment.

Also, under subsection 29(1) of the Securities Act, the registration of a firm will be automatically suspended if its capital markets participation fee required to be paid under OSC Rule 13-502 remains unpaid for more than 30 days after its December 31, 2020 due date.  

Financial year

  • In completing the applicable Fee Form, each firm must use gross revenues from its financial year ending in 2020 to calculate its 2020 capital markets participation fee. This may require some firms with a financial year-end occurring in the last quarter of the 2020 calendar year to estimate the firm’s gross revenues for the purposes of completing its calculation of its 2020 capital markets participation fee.


Payment of 2020 capital markets participation fee

  • For registrant firms with bank account information recorded on NRD, capital markets participation fees will be automatically withdrawn by the Ontario Securities Commission from the firm’s bank account.
  • For all other firms, payment of their capital markets participation fee must be made by wire transfer. Wire transfer payment instructions, along with payment details that must be provided with the payment are set out in the instruction #4 link, below. Note that the firm’s NRD number must be provided in the notes to the wire transfer to allow for the firm’s payment to be accurately accounted for.

Certification

Information reported in the Fee Form (Form 13-502F4 or 13-503F1) must be certified as to its completeness and accuracy.  The Fee Forms may be certified by one of the following:

  1. the chief compliance officer of the registrant or the unregistered capital markets participant;
  2. in the case of an unregistered capital markets participant without a chief compliance officer, an individual acting in a similar capacity;
  3. a specified officer of the registrant or the unregistered capital markets participant, or an individual acting in a similar capacity;
  4. a director of the registrant or unregistered capital markets participant.

The term “specified officer” of a registrant or an unregistered capital markets participant is defined to mean an individual with any one or more of the following positions in relation to the registrant or the unregistered capital market participant:

  1. chief executive officer;
  2. chief financial officer;
  3. chief operating officer

2. IF YOU ARE CONSIDERING: VOLUNTARILY SURRENDERING YOUR REGISTRATION; CONSENTING TO THE SUSPENSION OF YOUR REGISTRATION; OR PROVIDING NOTICE OF YOUR NON-RELIANCE ON AN EXEMPTION

  • Registrant firms that wish to apply for a voluntary surrender or consent to the suspension of their registration must complete and file an application letter (which should be attached as a pdf to the online portal form, prepared in accordance with the template set out in the instruction #5 link, below).
  • Unregistered capital markets participants who no longer wish to rely on an exemption from a registration requirement under section 8.18 [International dealer] or section 8.26 [International adviser] of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, or under section 4 [Permitted clients] of Multilateral Instrument 32-102 Registration Exemptions for Non-Resident Investment Fund Managers, must complete and file a notification of non-reliance on the exemption through the OSC’s online portal and file a notification letter (which should be attached as a pdf to the online portal form and include the information set out in the instruction #6 link, below).
  • We recommend that firms submit their application or notification by December 11, 2020 for review and processing prior to the December 31, 2020 deadline for payment of their capital markets participation fees.  If we receive applications or notifications after December 11, 2020, we may not be able to process them in time for these to be reflected in the capital markets participation fee that is due on December 31, 2020.

4. IF YOU WANT MORE INFORMATION

Please see:

  1. OSC Rule 13-502 Fees
  2. OSC Rule 13-503 (Commodity Futures Act) Fees
  3. Link to OSC’s Registrant Search to identify the firm’s National Registration Database (NRD) number
  4. Payment instructions
  5. Instructions for application for voluntary surrender or consent to suspension of a firm’s registration
  6. Instructions for notification that an unregistered capital markets participant is no longer relying on an exemption from registration

5. IF YOU HAVE ANY QUESTIONS

If you have any questions, please contact the OSC Contact Centre by e-mailing [email protected] or calling 1-877-785-1555 (toll-free) or 1-866-827-1295 (TTY).