Topical Guide for Registrants

The Topical Guide for Registrants is a collection of compliance and registration guidance materials, organized by topic, which has been developed by the Ontario Securities Commission (OSC). It is not an exhaustive list and does not provide references or links to Ontario securities laws. The content of the guide is provided for information purposes only and not as advice.

Registrants may wish to proactively use the guidance material they access through this guide as a self-assessment tool to strengthen their compliance with Ontario securities laws and, as appropriate, to make changes to enhance their systems of compliance, internal controls and supervision. We encourage firms to seek advice from a qualified professional as they conduct their self-assessment, implement any changes, or both.

The Topical Guide for Registrants was last updated on February 26, 2024.

Additional support for registrants

For information related to  issuers of publicly-offered investment funds, refer to investment funds and structured products. We also have information about the exempt market such as who needs to register, how issuers sell securities in the exempt market and what investors need to know, as well as online tools to allow users to report exempt distributions and access exempt market data.

See Prospectus exemptions, also see Exempt market dealers (EMDs) ➜ Accredited investor exemption and sale of exempt securities to non-accredited investors

See Portfolio managers and its subtopics, as well as other relevant topics

For guidance for use in investment performance reports (under the cost disclosure and performance reporting requirements in NI 31-103), see Reporting to Clients ➜ Investment performance report - use of benchmarks

For general guidance, see Marketing practices ➜ Benchmarks

Note to users: The OSC’s Investment Funds and Structured Products Branch provides guidance for issuers of publicly-offered investment funds. You can locate guidance for public fund issuers by clicking: Investment Funds homepage and Investment Funds Practitioner publications

See Investment funds and investment fund managers ➜ Fiduciary duty - statutory best interest standard and duty of care of investment fund managers

See Relationship disclosure information (RDI) ➜ Disclosure of operating and transaction charges paid by clients and other compensation paid to firm (guidance on disclosure requirements at beginning of and during client relationship)

See Reporting to clients ➜ Report on charges and other compensation for guidance on disclosure specific to the annual report

Subtopic
Guidance
Exemptions from the registration requirement - foreign dealers - unsolicited trade and hedger exemptions

See Exemptions from the requirement to register - advisers ➜ Exemptions from the requirement to register - Commodity Futures Act (Ontario) - dealers

Participation fees - Registrants under both the Securities Act and the Commodity Futures Act

See Fees - Regulatory fees for market participants ➜ Participation fees - Registrants under both the Securities Act and the Commodity Futures Act

Subtopic
Guidance
Compliance with data reporting requirements of OSC Rule 91-507

See Over-the-counter (OTC) derivatives ➜ OSC compliance reviews

Subtopic
Guidance
Cyber security
Insider status of clients and insider trading rules

See Portfolio managers ➜ Insider status of clients and insider trading rules

Internal controls and policies and procedures - portfolio management and trading practices
Oversight of third party service providers (outsourcing) - all registrants
Oversight of third party service providers (outsourcing) - service arrangements between portfolio managers and IIROC dealer members

Note to users: The OSC’s Investment Funds and Structured Products Branch provides guidance for issuers of publicly-offered investment funds. You can locate guidance for public fund issuers by clicking: Investment Funds homepage and Investment Funds Practitioner publications

Subtopic
Guidance
Finder's fees paid to entities related to investment fund manager of flow-through limited partnerships

See Flow-through limited partnerships ➜ Finder’s fees paid to entities related to investment fund manager

Managed account and inter-fund trades (cross trades)

See Portfolio managers ➜ Trades between client accounts and inter-fund trades (prohibited cross trades)

Referral arrangements
Related or connected issuers - inappropriate use by exempt market dealers of investor monies raised through related or connected issuers

See Exempt market dealers (EMDs) ➜ Related or connected issuers - inappropriate use by exempt market dealers of investor monies raised through related or connected issuers

Related parties, selling securities of

Joint CSA/CIRO Staff Notice 31-363 Client Focused Reforms: Review of Registrants' Conflicts of Interest Practices and Additional Guidance , page 7, page 13-14

OSC Staff Notice 33-751 Summary Report for Dealers, Advisers and Investment Fund Managers, page 7

OSC Staff Notice 33-751 Summary Report for Dealers, Advisers and Investment Fund Managers, page 13

OSC Staff Notice 33-751 Summary Report for Dealers, Advisers and Investment Fund Managers, page 40-41

CSA Staff Notice 31-343 Conflicts of interest in distributing securities of related or connected issuers

See Crowdfunding under MI 45-108 ➜ Funding portals - restricted dealing activities - related and connected issuers

OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 57 - 58, pages 60 - 62

OSC Staff Notice 33-745 2014 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 51 - 52, pages 59 - 60

Companion Policy 33-105CP Underwriting Conflicts, page 16

Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 13.4, section 13.6

CSA Staff Notice 31-336 Guidance for Portfolio Managers, Exempt Market Dealers and Other Registrants on the Know-Your Client, Know-Your-Product and Suitability Obligations, page 413

OSC Staff Notice 33-742 2013 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 42-43

OSC Staff Notice 33-738 2012 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 50-51

Serving on a board of directors

See Over-the-counter (OTC) derivatives ➜ Contracts for difference (CFDs), foreign exchange contracts and similar OTC derivatives offered in Ontario

Subtopic
Guidance
Crowdfunding under MI 45-108 - resale of securities distributed under the crowdfunding prospectus exemption
Form 45-106F1 Report of exempt distribution

See Prospectus exemptions ➜ Reports of exempt distributions

Funding portals - access to funding portal
Funding portals - advertising and general solicitation
Funding portals - denial of issuer access and termination
Funding portals - issuer access agreement
Funding portals - monitoring purchaser communications
Funding portals - obligation to review materials of eligible crowdfunding issuer
Funding portals - Online platform acknowledgement
Funding portals - purchaser requirements prior to purchase
Funding portals - restricted dealer
Funding portals - restricted dealing activities - payments by issuers
Funding portals - restricted dealing activities - related and connected issuers
Restricted dealer funding portal - chief compliance officer
Restricted dealer funding portal - permitted dealing activities
Restricted dealer funding portal - proficiency of individuals
Restricted dealer funding portal - prohibition on providing recommendations or advice
Restricted dealer funding portal - restriction on lending

Proposed Amendments to National Instrument 81-102 Investment Funds Pertaining to Crypto Assets

CSA Staff Notice 21-333 Crypto Asset Trading Platforms: Terms and Conditions for Trading Value-Referenced Crypto Assets with Clients

CSA Staff Notice 21-332 Crypto Asset Trading Platforms: Pre-Registration Undertakings Changes to Enhance Canadian Investor Protection

CSA Staff Notice 21-330 Guidance for Crypto-Trading Platforms: Requirements relating to Advertising, Marketing and Social Media Use

CSA Staff Notice 21-329 Guidance for Crypto-Asset Trading Platforms: Compliance with Regulatory Requirements 

CSA Staff Notice 21-327 Guidance on the Application of Securities Legislation to Entities Facilitating the Trading of Crypto Assets

CSA Staff Notice 46-308 Securities Law Implications for Offerings of Tokens, pages 1-8

CSA Staff Notice 46-307 Cryptocurrency Offerings

Canadian Securities Administrators Remind Investors Of Inherent Risks Associated with Cryptocurrency Futures Contracts

Launchpad email blast dated December 5, 2017, Form 33-109F5 requirement for registered firms that establish, manage, advise and/or trade in securities of cryptocurrency investment funds

OSC Staff Notice 33-754 Summary Report for Dealers, Advisers and Investment Fund Managers, pages 29-33

OSC Staff Notice 33-755 Summary Report for Dealers, Advisers and Investment Fund Managers, pages 23-27

Subtopic
Guidance
OSC News Release dated April 19, 2021, requesting crypto asset trading platforms operating in Ontario or allowing access to Ontarians to come into compliance under Ontario securities law
OSC News Release dated February 22, 2023, requesting unregistered crypto asset trading platforms operating in Canada to provide a pre-registration undertaking
OSC News Release dated October 5, 2023, interim approach to value-referenced crypto assets

Note to users: The OSC’s Investment Funds and Structured Products Branch provides guidance for issuers of publicly-offered investment funds. You can locate guidance for public fund issuers by clicking: Investment Funds homepage and Investment Funds Practitioner publications

Subtopic
Guidance
Disclosure of where and the manner in which client’s assets are held or accessed
Insurance requirements for registered firms that hold or have access to client assets

See Insurance ➜ Insurance requirements for advisers that hold or have access to client assets

Note to users: The OSC’s Investment Funds and Structured Products Branch provides guidance for issuers of publicly-offered investment funds. You can locate guidance for public fund issuers by clicking: Investment Funds homepage and Investment Funds Practitioner publications

See Over-the-counter (OTC) derivatives

The OSC’s Investment Funds and Structured Products Branch provides guidance for issuers of publicly-offered investment funds. You can locate guidance for public fund issuers by clicking: Investment Funds homepage and Investment Funds Practitioner publications

For guidance on disclosure by specific entities and/or in specific contexts, see specific topics or subtopics. Some helpful topics may be Relationship disclosure information (RDI), Reporting to clients and Investment funds and investment fund managers and Conflicts of interest

Subtopic
Guidance

See Complaint handling ➜ Dispute resolution service

Subtopic
Guidance
Client-directed trade instructions, misuse of
Crowdfunding under MI 45-108
Funding portals
Know-your-client (KYC), know-your-product (KYP) and suitability requirements
Marketing and client disclosure
Related or connected issuers, selling securities of

See Conflicts of interest ➜ Related parties, selling securities of

See also Prospectus exemptions and subtopics

Subtopic
Guidance
Reporting the sale of exempt securities to the OSC

See Prospectus exemptions ➜ Reports of exempt distributions

Resale restrictions on exempt securities

See Prospectus exemptions ➜ Resale restrictions on exempt securities

Sale to non-accredited investors

See Exempt market dealers (EMDs) ➜ Accredited investor exemption and sale of exempt securities to non-accredited investors

Supervision of dealing representatives by exempt market dealers

See Compliance system of registered firm ➜ Supervision of dealing representatives by exempt market dealers

Subtopic
Guidance
Dealer registration relief in connection with leveraged employee share offering
Subtopic
Guidance
Participation fees - application of certain fee rules to public investment funds that have investment fund managers
Participation fees - Registrants under both the Securities Act and the Commodity Futures Act

Note to users: The OSC’s Investment Funds and Structured Products Branch provides guidance for issuers of publicly-offered investment funds. You can locate guidance for public fund issuers by clicking: Investment Funds homepage and Investment Funds Practitioner publications.

Subtopic
Guidance
Conflicts arising from fees charged to clients

See Conflicts of Interest ➜ Conflicts arising from fees charged to clients

Disclosure of fees received by registrants, such as referral fees, success fees and finder's fees

See Reporting to clients ➜ Report on charges and other compensation

Performance fees, calculation of

See Investment funds and investment fund managers ➜ Fees and commissions - Calculation of performance fees

Note to users: The OSC’s Investment Funds and Structured Products Branch provides guidance for issuers of publicly-offered investment funds. You can locate guidance for public fund issuers by clicking: Investment Funds homepage and Investment Funds Practitioner publications.

Subtopic
Guidance
Net asset value (NAV) errors and adjustments

See Investment funds and investment fund managers ➜ Net asset value (NAV) errors and adjustments, including responsibility for NAV, NAV errors and NAV error correction

Registrants' financial statements and interim financial information - separate (non-consolidated) financial statements for subsidiaries/jointly controlled entities

Note to users: The OSC’s Investment Funds and Structured Products Branch provides guidance for issuers of publicly-offered investment funds. You can locate guidance for public fund issuers by clicking: Investment Funds homepage and Investment Funds Practitioner publications.

Subtopic
Guidance
Flow-through limited partnerships and finder’s fees paid to entities related to investment fund manager

See Flow-through limited partnerships ➜ "Finder's fees paid to entities related to investment fund manager"

Note to users: The OSC’s Investment Funds and Structured Products Branch provides guidance for issuers of publicly-offered investment funds. You can locate guidance for public fund issuers by clicking: Investment Funds homepage and Investment Funds Practitioner publications.

Subtopic
Guidance
Disclosure of past performance

The Investment Funds Practitioner, publication of the Investment Funds and Structured Products Branch

See Registration - Firms ➜ Exemptions from the requirement to register - foreign dealers and advisers

Finder's fees paid to entities related to investment fund manager
Subtopic
Guidance
Exemption from registration - U.S. broker-dealers

See Registration - Firms ➜ Exemptions from the requirement to register - foreign dealers and advisers

Exemptions from registration - Commodity Futures Act (Ontario) - foreign dealers

See Registration - Firms ➜ Commodity Futures Act (Ontario)

Time-limited relief granted to foreign broker-dealer to provide outsourced trading service to Canadian asset managers

See Over-the-counter (OTC) derivatives ➜ Contracts for difference (CFDs), foreign exchange contracts and similar OTC derivatives offered in Ontario

Note to users: The OSC’s Investment Funds and Structured Products Branch provides guidance for issuers of publicly-offered investment funds. You can locate guidance for public fund issuers by clicking: Investment Funds homepage and Investment Funds Practitioner publications

See Investment funds and investment fund managers ➜ beginning with "Fund Facts"

Note to users: The OSC’s Investment Funds and Structured Products Branch provides guidance for issuers of publicly-offered investment funds. You can locate guidance for public fund issuers by clicking: Investment Funds homepage and Investment Funds Practitioner publications

See Investment funds and investment fund managers ➜ Independent Review Committee (IRC)

Subtopic
Guidance
Exemptions from registration - Commodity Futures Act (Ontario) - foreign dealers

See Registration - Firms ➜ Exemptions from the requirement to register - Commodity Futures Act (Ontario) - dealers

Fees - Participation fees payable by exempt international firms

See Fees - Regulatory fees for market participants ➜ Participation fees - Capital markets participation fees, general guidance

International advisers - exemption from the registration requirement

See Registration - Firms ➜ Exemptions from the requirement to register - advisers

See also Registration - Firms ➜ Exemptions from the requirement to register - foreign dealers and advisers

International dealers - exemption from the registration requirement

See Registration - Firms ➜ Exemptions from the requirement to register - dealers and underwriters

See also Registration - Firms ➜ Exemptions from the requirement to register - foreign dealers and advisers

International dealers - exemption from the registration requirement (Commodity Futures Act (Ontario))

See Registration - Firms ➜ Exemptions from the requirement to register - Commodity Futures Act (Ontario) - dealers

International investment fund managers - registration requirements and exemptions

See Registration - Firms ➜ Investment fund managers - non-resident investment fund managers

Note to users: The OSC’s Investment Funds and Structured Products Branch provides guidance for issuers of publicly-offered investment funds. You can locate guidance for public fund issuers by clicking: Investment Funds homepage and Investment Funds Practitioner publications

See Financial reporting and subtopics

OSC Staff Notice 52-723 Office of the Chief Accountant Financial Reporting Bulletin

Note to users: The OSC’s Investment Funds and Structured Products Branch provides guidance for issuers of publicly-offered investment funds. You can locate guidance for public fund issuers by clicking: Investment Funds homepage and Investment Funds Practitioner publications.

Subtopic
Guidance
Client reporting requirements for investment fund managers

See Reporting to clients ➜ Investment fund managers - security holder statement requirements for clients of investment fund managers

Disclaimers of liability for third party information in prospectuses
Fees and commissions - Disclosure of fees negotiated separately between investor and dealer (advisory fees) or fund manager (management/admin fees)
Fees and commissions - Disclosure of management fees - fees payable directly by securityholders
Fees and commissions - Disclosure of trailing commissions paid to discount brokers
Fees and commissions - Fixed administration fees with adjustment payments
Fiduciary duty - statutory best interest standard and duty of care of investment fund managers
Inter-fund trades (cross trades)

See Portfolio managers ➜ Trades between client accounts and inter-fund trades (prohibited cross trades)

International Financial Reporting Standards (IFRS) and investment funds

See Financial reporting ➜ Investment funds - International Financial Reporting Standards (IFRS) and NI 81-106 Investment Fund Continuous Disclosure

Marketing practices
Money-market funds, hedge funds and non-conventional investment funds - market turmoil review, findings and suggested practices
Mortgage investment entities and investment funds
Offering memoranda
Orphaned accounts and security holder statements

See Reporting to clients ➜ Security holder statements and orphaned accounts

Outsourcing to third party service providers

OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 64-65

See Compliance system of registered firm ➜ Oversight of third party service providers (outsourcing) - all registrants and Oversight of third party service providers (outsourcing) - investment fund managers

Registration - investment fund managers

See various subtopics under Registration - Firms including:

Registration - Firms ➜ Investment fund managers;

Registration - Firms ➜ Investment fund managers - fund complexes or groups with more than one investment fund manager;

Registration - Firms ➜ non-resident investment fund managers

Registration exemptions for non-resident investment fund managers

See Registration - Firms ➜ Investment fund managers - non-resident investment fund managers

Subtopic
Guidance
Accredited investor qualification and determining whether prospectus exemption is available

See Exempt market dealers (EMDs) ➜ Accredited investor exemption and sale of exempt securities to non-accredited investors

Delegation of KYC & suitability obligations by portfolio manager to affiliated dealer
KYC and suitability - general guidance

OSC Staff Notice 33-751 Summary Report for Dealers, Advisers and Investment Fund Managers, page 34-35

OSC Staff Notice 33-750 Compliance and Registrant Regulation - Summary Report for Dealers, Advisers and Investment Fund Managers, page 34

OSC Staff Notice 33-749 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, page 48

OSC Staff Notice 33-748 2017 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 35-36

OSC Staff Notice 33-747 2016 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 33-34

OSC Staff Notice 33-746 2015 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 52 - 53pages 65 - 67

Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligationssections 13.2section 13.3

CSA Staff Notice 31-336 Guidance for Portfolio Managers, Exempt Market Dealers and Other Registrants on the Know-Your Client, Know-Your-Product and Suitability Obligations 

OSC Staff Notice 33-745 2014 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 41 - 43

CSA Staff Notice 33-315 Suitability Obligation and Know Your Product 

OSC Staff Notice 33-740 Report on the Results of the 2012 Targeted Review of Portfolio Managers and Exempt Market Dealers to Assess Compliance with the Know-Your-Client, Know-Your-Product and Suitability Obligations, pages 5651-5652

OSC Staff Notice 33-738 2012 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 14-16pages 53-54

OSC Staff Notice 33-736 2011 Annual Summary Report for Dealers, Advisers and Investment Fund Managers, pages 52-53

KYC and suitability - insider status of clients

See Portfolio managers ➜ Insider status of clients and insider trading rules

On-line advising KYC process and suitability determination

See On-line advising or dealing services ➜ On-line advisory services by portfolio managers

Note to users: The OSC’s Investment Funds and Structured Products Branch provides guidance for issuers of publicly-offered investment funds. You can locate guidance for public fund issuers by clicking: Investment Funds homepage and Investment Funds Practitioner publications

See Portfolio managers, also see topic/subtopic for specific subject matter

Subtopic
Guidance
Calculation methodology

See Reporting to clients ➜ Market value of investments and accounts

Note to users: The OSC’s Investment Funds and Structured Products Branch provides guidance for issuers of publicly-offered investment funds. You can locate guidance for public fund issuers by clicking: Investment Funds homepage and Investment Funds Practitioner publications

Subtopic
Guidance
Funding portals

See Crowdfunding under MI 45-108 ➜ Funding portals - advertising and general solicitation

Sales communications by publicly offered investment funds

See Investment funds and investment fund managers ➜ Sales communications by publicly offered investment funds

See Complaint handling ➜ Dispute resolution service

Note to users: The OSC’s Investment Funds and Structured Products Branch provides guidance for issuers of publicly-offered investment funds. You can locate guidance for public fund issuers by clicking: Investment Funds homepage and Investment Funds Practitioner publications

See Registration - General guidance ➜ National Registration Database (NRD)

Note to users: The OSC’s Investment Funds and Structured Products Branch provides guidance for issuers of publicly-offered investment funds. You can locate guidance for public fund issuers by clicking: Investment Funds homepage and Investment Funds Practitioner publications

See Investment funds and investment fund managers ➜ Net asset value (NAV) errors and adjustments, including responsibility for NAV, NAV errors and NAV error correction

Subtopic
Guidance
Guidance on use of offering memoranda in connection with distributions in reliance on certain prospectus exemptions
Offering memorandum prospectus exemption

See Prospectus exemptions ➜ OM exemption

Subtopic
Guidance
Contracts for difference (CFDs) offered through internet by unregistered entities

See Over-the-counter (OTC) derivatives ➜ Contracts for difference (CFDs), foreign exchange contracts and similar OTC derivatives offered in Ontario

Intermediaries in the exempt market
Internet platforms and other unregistered entities engaged in registrable activities

See Conflicts of interest ➜ Outside business activities of registered or permitted individuals

See Compliance system of registered firm ➜ Oversight of third party service providers (outsourcing) - investment fund managers, also see subtopic Oversight of third party service providers (outsourcing) - all registrants

Subtopic
Guidance
Definition of derivatives for purpose of derivative data reporting OSC Rule 91-507
Subtopic
Guidance
Relationship Disclosure Information (RDI) and permitted clients

See Relationship disclosure information (RDI) ➜ Permitted clients and relationship disclosure

Subtopic
Guidance
Definition of permitted individual

See Registration - Individuals ➜ Permitted individuals

Subtopic
Guidance
Account statement delivery obligations and use of consolidated account statements

See Reporting to clients ➜ Portfolio managers - account statement delivery obligations and use of consolidated account statements

Advising clients in other jurisdictions without appropriate registration or exemption from registration
Best execution obligations
Delegation of KYC & suitability obligations by portfolio managers to referral agents

See Know-your-client (KYC), know-your-product (KYP) and suitability requirements ➜ Delegation of KYC & suitability obligations by portfolio managers to referral agents

Institutional trade matching and settlement requirements
KYC and suitability information updates for managed account clients
KYC in Investment Policy Statements (IPSs) and Investment Management Agreements (IMAs)

See Know-your-client (KYC), know-your-product (KYP) and suitability requirements ➜ Portfolio managers and KYC in Investment Policy Statements (IPSs) and Investment Management Agreements (IMAs)

Managed accounts - accredited investor exemption and investment fund securities
Managed accounts - exemptive relief from prospectus requirements for non-accredited investors who are "secondary clients"
On-line advisory services

See On-line advising or dealing services ➜ On-line advisory services by portfolio managers

Personal trading
Policies and procedures - portfolio management and trading practices

See Compliance system of registered firm ➜ Internal controls and policies and procedures - portfolio management and trading practices

Supervision of advising representatives, associate advising representatives and research analysts
Trade matching and settlement

Note to users: The OSC’s Investment Funds and Structured Products Branch provides guidance for issuers of publicly-offered investment funds. You can locate guidance for public fund issuers by clicking: Investment Funds homepage and Investment Funds Practitioner publications

For prohibited managed account and inter-fund transactions (cross trades), see Portfolio Managers ➜ Trades between client accounts and inter-fund trades (prohibited cross trades)

For prohibited investments for investment funds, see Investment funds and investment fund managers ➜ Prohibited investments for investment funds

Note to users: The OSC’s Investment Funds and Structured Products Branch provides guidance for issuers of publicly-offered investment funds. You can locate guidance for public fund issuers by clicking: Investment Funds homepage and Investment Funds Practitioner publications

Subtopic
Guidance
Crowdfunding under MI 45-108
Offering memorandum - guidance on use of OM in connection with distributions in reliance on certain prospectus exemptions

See Offering memoranda ➜ Guidance on use of offering memoranda in connection with distributions in reliance on certain prospectus exemptions

Resale restrictions on exempt securities
Syndications (persons created solely to use exemptions)
Subtopic
Guidance
Opportunities to be heard (OTBHs) - Director's Decisions on contested and settled OTBHs, by topic and year

See Director's Decisions on OSC website

Subtopic
Guidance
Categories of registration and the entities that are required to register in those categories
Contracts for difference (CFDs) - dealer and adviser registration requirements

See Over-the-counter (OTC) derivatives ➜ Contracts for difference (CFDs), foreign exchange contracts and similar OTC derivatives offered in Ontario

Cryptocurrency Offerings
Exemptions for bulk transfers of locations and individuals (reorganization or combination of firms)
Foreign firms - identifying the principal regulator
Form 33-109F5 Change of Registration Information
Form 33-506F5 Change of Registration Information (Commodity Futures Act)
Investment fund managers - fund complexes or groups with more than one investment fund manager
Mortgage investment entities (MIEs)

See Mortgage investment entities (MIEs) ➜ Registration obligations - investment fund manager, adviser, dealer

Non-resident advisers to non-resident investment funds
Split share companies and requirement to have registered portfolio manager

See Split share companies ➜ Portfolio manager requirement

Note to users: The Dealers, Advisers and Investment Funds Managers section of the OSC website also contains guidance on the registration process under the heading Getting Registered.

Subtopic
Guidance
National Registration Database (NRD)
Opportunity to be heard (OTBH) - Upon staff recommendation to refuse to grant, renew, reinstate or amend registration or to impose terms and conditions on registration

See Registrant misconduct ➜ Opportunities to be heard (OTBHs) and settlement agreements

Subtopic
Guidance
Adding, surrendering or changing categories

Companion Policy 33-109CP Registration Information, section 2.3

See also the NRD User Guide guidance on changing/surrendering individual categories

Additional jurisdiction/additional sponsoring firm (forms)

Companion Policy 33-109CP Registration Information, section 2.2

See also the NRD User Guide guidance on changing/surrendering individual categories

Applying for registration – new advisers and CCO applicants at small PM firms
Business trigger for trading and advising

See Registration - Firms ➜ Business trigger for trading and advising

Commodity Futures Act (Ontario)

See Registration - FirmsCommodity Futures Act (Ontario)

Exemption from the requirement to register - dealers and underwriters
Exemption from the requirement to register - foreign dealers and advisers
Form 33-109F1 Notice of Termination of Registered Individuals and Permitted Individuals
Form 33-109F2 Change or Surrender of Individual Categories

See Registration - Individuals ➜ Adding, surrendering or changing categories

Form 33-109F5 Change of Registration Information

See also Registration - Individuals ➜ Changes to registration information of individuals

Companion Policy 33-109CP Registration Information, section 2.4

Funding portals
Proficiency requirements, applying for exemptive relief from

See also the NRD User Guide guidance, "How to Apply for an Exemption"

Restrictions on registered individuals - acting for another registered firm (dual registration)
Trading with or advising non-Ontario investors

Note to users: The OSC’s Investment Funds and Structured Products Branch provides guidance for issuers of publicly-offered investment funds. You can locate guidance for public fund issuers by clicking: Investment Funds homepage and Investment Funds Practitioner publications

 

See Conflicts of interest ➜ Related parties, selling securities of

Also see Exempt market dealers (EMDs) ➜ Related or connected issuers - inappropriate use by exempt market dealers of investor monies raised through related or connected issuers

Subtopic
Guidance
Disclosure of conflicts of interest

See Conflicts of interest, subtopics starting with Related or connected issuers

Disclosure of operating and transaction charges paid by clients and other compensation paid to firm (guidance on disclosure requirements at beginning of and during client relationship)
Scholarship plan dealers
Subtopic
Guidance
Investment fund managers - security holder statement requirements for clients of investment fund managers
Outsourcing client reporting or securities valuation

CSA Staff Notice 31-347 Guidance for Portfolio Managers for Service Arrangements with IIROC Dealer Members

Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, Part 14 Division 5

See also Compliance system of registered firm, ➜ Oversight of third party service providers (outsourcing) - all registrants and Oversight of third party service providers (outsourcing) - investment fund managers

Report on charges and other compensation - disclosure of trailing commissions and other mutual fund related charges
Scholarship plan dealers

See Compliance Consultants ➜ Risk assessment questionnaire (RAQ)

Note to users: The OSC’s Investment Funds and Structured Products Branch provides guidance for issuers of publicly-offered investment funds. You can locate guidance for public fund issuers by clicking: Investment Funds homepage and Investment Funds Practitioner publications

See Investment funds and investment fund managers ➜ Sales practices (mutual funds)

Note to users: The OSC’s Investment Funds and Structured Products Branch provides guidance for issuers of publicly-offered investment funds. You can locate guidance for public fund issuers by clicking: Investment Funds homepage and Investment Funds Practitioner publications

Subtopic
Guidance
Client reporting requirements (CRM2)

Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations, section 14.16, section 14.19

Undertaking re investment in equity securities and terms & conditions re principal protected note investment, plan eligibility rules and OBSI complaint resolution

Note to users: The OSC’s Investment Funds and Structured Products Branch provides guidance for issuers of publicly-offered investment funds. You can locate guidance for public fund issuers by clicking: Investment Funds homepage and Investment Funds Practitioner publications

Subtopic
Guidance
Exemptive relief from s.119 of Securities Act (Ontario) (front-running prohibition) and s.13.5(2) of NI 31-103 (self-dealing prohibition)

See Compliance system of a registered firm ➜ Business continuity plan (BCP)

See Compliance system of registered firm ➜ beginning with Supervision

See Reporting to clients ➜ Trade confirmations

See Relationship Disclosure Information (RDI) ➜ Name of registrant used in registrable activities and Marketing practices ➜ Names and titles - using titles that imply registration; inappropriate use of business or trade names

Note to users: The OSC’s Investment Funds and Structured Products Branch provides guidance for issuers of publicly-offered investment funds. You can locate guidance for public fund issuers by clicking: Investment Funds homepage and Investment Funds Practitioner publications

See Portfolio managers ➜ Trades between client accounts and inter-fund trades (prohibited cross trades)

Subtopic
Guidance
Inadequate compliance systems and UDPs/CCOs not meeting their responsibilities

See Compliance system of registered firm ➜ Inadequate compliance systems and effective compliance systems - all registrants and Inadequate compliance systems and effective compliance systems - exempt market dealers; for general guidance on UDPs see Compliance system of registered firm, subtopic Ultimate Designated Person (UDP)

Subtopic
Guidance
Conflicts of interest, including disclosure of

See Conflicts of interest ➜ Related parties, selling securities of

Permitted underwriting activities for EMDs

See Exempt market dealers (EMDs) ➜ Permitted activities for EMDs

Prospectus exemptions

See Prospectus Exemptions ➜ Underwriters - availability of prospectus exemptions generally

Note to users: The OSC’s Investment Funds and Structured Products Branch provides guidance for issuers of publicly-offered investment funds. You can locate guidance for public fund issuers by clicking: Investment Funds homepage and Investment Funds Practitioner publications

See Investment funds and investment fund managers ➜ Valuation of securities held in investment funds

Subtopic
Guidance
Registration requirements

See Registration - Firms ➜ Venture capital and private equity