CSA Notice: NI - 31-101 - National Registration System

CSA Notice: NI - 31-101 - National Registration System

National Instrument

 

NOTICE

AMENDMENTS TO

NATIONAL INSTRUMENT 31-101 NATIONAL REGISTRATION SYSTEM

AND TO

NATIONAL POLICY 31-201 NATIONAL REGISTRATION SYSTEM

Introduction

We, the Canadian Securities Administrators (CSA) have amended National Instrument 31-101 National Registration System (NI 31-101) and National Policy 31-201 National Registration System (NP 31-201). NI 31-101 and NP 31-201 are currently in force in all Canadian jurisdictions.

The amendments to NI 31-101 have been made or are expected to be made by each member of the CSA, and will be implemented as

    • a regulation in Québec

    • a rule in each of Alberta, Manitoba, Ontario and Nova Scotia, Prince Edward Island, New Brunswick and Newfoundland and Labrador;

    • a blanket order in British Columbia;

    • a commission regulation in Saskatchewan; and

    • a policy in all other jurisdictions represented by the CSA.

      We also expect that the amendments to NP 31-201 will be adopted in all jurisdictions.

      In Ontario, the amendments to the Instrument and other required materials were delivered to the Minister of Government Services (the Minister) on April 20, 2006. The Minister may approve or reject the amendments or return them for further consideration. If the Minister approves the amendments or does not take any further action, they will come into force on the date indicated below.

      In Québec, the amending regulation is a regulation made under section 331.1 of the Securities Act (Québec) and must be approved, with or without amendment, by the minister of Finance. The amending regulation will come into force on the date of its publication in the Gazette officielle du Québec or on any later date specified in the regulation.

      Provided all necessary approvals are obtained, the amendments will come into force on August 1, 2006.

      Substance and Purpose

      The substance and purpose of the amendments to NI 31-101 and NP 31-201 are to require that a firm filer select as its principal regulator the local securities regulatory authority or regulator in the jurisdiction where the filer's head office is located. In exceptional circumstances, factors other than the firm's head office may be considered when the firm filer applies for a change of principal regulator, as provided in the amendment to section 3.3 of NP 31-201.

      Written Comments Received

      During the comment period, we received one submission, from The Investment Funds Institute of Canada. This submission states that a firm's principal jurisdiction under the National Registration System should be the one chosen by the firm. However, we note that the amendments are consistent with the selection of an issuer's principal regulator under National Policy 43-201 Mutual Reliance Review System for Prospectuses and Annual Information Forms, and Multilateral Instrument 11-101 Principal Regulator System. Further, we do not believe that the amendments will give rise to an increase in time or costs for registrants.

      We have therefore made no change to the amendments.

      Questions

      Please refer your questions to any of:

      David McKellar
      Manager, Registration & Compliance
      Alberta Securities Commission
      4th Floor, 300 - 5th Avenue S.W.
      Calgary, AB T2P 3C4
      Direct:
      (403) 297-4281
      Fax:
      (403) 297-4113
      E-mail:
       
      Sandy Jakab
      Manager-Policy
      Capital Markets Regulation
      British Columbia Securities Commission
      P.O. Box 10142, Pacific Centre
      701 - West Georgia Street
      Vancouver, BC V7Y 1L2
      Direct:
      (604) 899-6869
      Fax:
      (604) 899-6814
      E-mail:
       
      Douglas R. Brown
      General Counsel & Director - Legal, Enforcement & Registration
      The Manitoba Securities Commission
      500 - 400 St. Mary Avenue
      Winnipeg, MB R3C 4K5
      Direct:
      (204) 945-0605
      Within Manitoba: 1-800-655-5244
      Fax:
      (204) 945-0330
      E-mail:
       
      Andrew Nicholson
      Director Market Regulation
      New Brunswick Securities Commission
      85 Charlotte Street
      Suite 300
      Saint John, NB E2L 2J2
      Direct:
      (506) 658-3021
      Fax:
      (506) 658-3059
      E-mail:
       
      Douglas J. Connolly
      Director of Financial Services Regulation
      Financial Services Regulation Division
      Department of Government Services
      Government of Newfoundland and Labrador
      2nd Floor, West Block
      Confederation Building
      P.O. Box 8700
      St. John's, NL A1B 4J6
      Direct:
      (709) 729-2954
      Fax:
      (709) 729-6187
      E-mail:
       
      Brian W. Murphy
      Deputy Director, Capital Markets
      Nova Scotia Securities Commission
      Joseph Howe Building
      2nd Floor, P.O. Box 458
      Halifax, Nova Scotia B3J 2P8
      Direct:
      (902) 424-4592
      Fax:
      (902) 424-4625
      E-mail:
       
      David M. Gilkes
      Manager, Registrant Regulation
      Capital Markets Branch
      Ontario Securities Commission
      18th Floor, 20 Queen Street West
      Toronto, ON M5H 3S8
      Direct:
      (416) 593-8104
      Fax:
      (416) 593-8240
      E-mail:
       
      Mark Gallant
      Registrar of Securities
      PEI Securities Division
      Office of the Attorney General
      P.O. Box 2000
      95 Rochford Street
      4th Floor, Shaw Building
      Charlottetown, PE C1A 7N8
      Direct:
      (902) 368-4552
      Fax:
      (902) 368-5283
      E-mail:
       
      Claude Prévost
      Directeur des pratiques de distribution
      Autorité des marchés financiers
      800 square Victoria, 22e étage
      C.P. 246, Tour de la Bourse
      Montréal, QC H4Z 1G3
      Direct:
      (418) 525-0337 ext. 2711
      Fax:
      (418) 525-9512
      E-mail:
       
      Dean Murrison
      Deputy Director, Legal/Registration
      Securities Division
      Saskatchewan Financial Services Commission
      6th Floor, 1919 Saskatchewan Drive
      REGINA SK S4P3V7
      Tel: 306 787-5879
      Fax: 306 787-5899
       
      Gary Crowe
      Registrar of Securities
      Legal Registries Division, Department of Justice
      Government of Nunavut
      P.O. Box 1000, STN 570
      1st Floor, Brown Building
      Iqaluit, NU X0A 0H0
      Direct:
      (867) 975-6586
      Fax:
      (867) 975-6594
      E-mail:
       
      M. Richard Roberts
      Manager, Corporate Affairs
      Registrar of Securities
      Corporate Affairs / Community Services
      Government of Yukon
      P.O. Box 2703
      2134 Second Avenue
      Whitehorse, YT Y1A 5H6
      Direct:
      (867) 667-5225
      Fax:
      (867) 393-6251
      E-mail:

      The text of the proposed amendments follows or can be found elsewhere on a CSA member website.

      May 12, 2006

      AMENDMENTS TO NATIONAL INSTRUMENT 31-101

      NATIONAL REGISTRATION SYSTEM

      PART 1 AMENDMENTS TO NATIONAL INSTRUMENT 31-101

       

      1.1 National Instrument 31-101 National Registration System is amended by this Instrument.

      1.2 Paragraph (a) of the definition of "principal regulator" is repealed and the following is substituted:

       

      "for a firm filer, the securities regulatory authority or regulator of the jurisdiction in which the firm filer's head office is located;"

      1.3 Section 2.3 is repealed and the following is substituted: "If a firm filer changes its head office to another jurisdiction, the firm filer must immediately notify its principal regulator of such change by submitting a completed Form 31-101F2."

      1.4 Item 3 of Form 31-101F1 is repealed and the following is substituted:

       

      "3. Reasons for Designation of Principal Regulator

      State here the location of firm filer's head office."

      1.5 Form 31-101F2 is amended

       

      (a) Item 1 of the General Instructions is repealed and replaced by the following:

       

      "1. The Form must be submitted by a firm filer to notify its principal regulator if a firm filer changes its head office to another jurisdiction."

      (b) Item 2 by striking out "the factors considered by the firm filer to determine the jurisdiction with which the firm filer has the most significant connection" and substituting "the head office".

      PART 2 EFFECTIVE DATE

       

      2.1 This Instrument is effective August 1, 2006.

      AMENDMENTS TO NATIONAL POLICY 31-201

      NATIONAL REGISTRATION SYSTEM

      PART 1 AMENDMENTS

       

      1.1 National Policy 31-201 is amended by deleting sections 3.2, 3.3 and 3.4 and substituting the following:

       

      3.2. Designation of Principal Regulator

       

      (1) The firm filer must select as its principal regulator the securities regulatory authority or regulator of the jurisdiction in which the firm filer's head office is located.

      (2) The principal regulator for an individual filer is the securities regulatory authority or the regulator of the jurisdiction in which the individual filer's working office is located.

      3.3. Change of Principal Regulator Applied for by Filer

       

      (1) A filer may apply for a change of principal regulator if it believes that its principal regulator is not the appropriate principal regulator. However, a change of a firm filer's principal regulator based on factors other than the head office criterion set out in section 3.2 (1) will generally not be permitted unless exceptional circumstances justify the change. The factors that may be considered in assessing an application for a change of a filer's principal regulator are:

       

      (a) location of management,

      (b) operational headquarters,

      (c) business office,

      (d) workforce, and

      (e) clientele.

      (2) If a filer applies for a change of its principal regulator, the application should be submitted in paper form to the principal regulator and the requested regulator at least thirty days in advance of any filing of materials under NRS to permit adequate time for staff of the relevant securities regulatory authorities to consider and resolve the application. If the application is not resolved before the date of any filing of materials, the principal regulator will continue to act as principal regulator for that filing, and the change requested, if granted, will relate to materials filed after the issuance of the final MRRS decision document.

      3.4. Change of Principal Regulator - by the Regulators

       

      (1) The securities regulatory authorities and regulators may change the principal regulator designated by the filer where the securities regulatory authorities and regulators determine that changing the principal regulator of a filer would result in greater administrative and regulatory efficiencies in connection with the filer's registration or approval.

      (2) If the securities regulatory authorities and regulators propose to change a filer's principal regulator, the principal regulator will notify the filer in writing of the proposed change and will identify the reasons for the proposed change.

      3.5. Effect of Change of Principal Regulator

      Unless otherwise consented to by the principal regulator and the redesignated principal regulator, a change of principal regulator pursuant to sections 3.3 and 3.4 will take effect immediately. Requirements applicable to the filer will change accordingly, subject to the temporary exemption contained in section 3.2 of NI 31-101 for the benefit of registered filers.

      PART 2 EFFECTIVE DATE

       

      2.1. These amendments come into force on August 1, 2006.