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Securities Registrant Compliance

Firms and individuals that make their livelihood in the Canadian capital markets generally are required to be registered with one or more securities commissions in Canada and, depending on their activities, also may be required to be members of the Canadian Investment Regulatory Organization (CIRO).


If you are a securities dealer, a portfolio manager of securities, or a manager of investment funds, you need advice from your legal team that keeps on top of all the most recent regulatory developments and expectations for compliance by registered market participants.

Canadian securities regulators introduce new requirements for registered firms and individuals on a continuous basis. Expectations for meeting standards of conduct also continue to grow and become more detailed. Registered market participants want to remain on top of these changes in order to reaffirm their culture of compliance, reinforce their client’s confidence in their business, and avoid the cost and burden associated with regulatory investigation.

We help clients establish and update robust compliance procedures to meet these expectations. We also provide counsel when regulators review those procedures.

Our assistance extends through the entire lifecycle of clients’ businesses and includes:

  • Obtaining all necessary registrations and memberships to establish or expand a business in the Canadian securities industry.
  • Seeking exemptions based on business models or proficiency.
  • Establishing internal compliance policies & procedures, including for know-your-client (KYC), know-your-product (KYP) and suitability obligations.
  • Providing internal and client-facing documentation to implement compliance regimes.
  • Updating policies & procedures for regulatory developments, as well as ongoing advice and interpretations.
  • Providing training and seminars on compliance issues.
  • Assisting with responses to audits by securities regulators and CIRO, both routine and ad hoc.
  • Performing compliance risks assessments (mock audits).
  • Advising on remedial action for non-compliance.
  • Representing clients during regulatory investigations, prosecutions and settlements.
  • Submitting filings through the National Registration Database (NRD) to update registrations, and assisting non-Canadian firms with their Canadian filings.
  • Acquisitions and sales of registered firms.
  • Consolidation of multiple business lines, or discontinuance of a business.
  • Advising non-Canadian firms on their ability to engage with Canadian clients in circumstances not requiring a Canadian securities registration.

Our clients include:

  • Investment dealers, both full-service and order-execution only.
  • Portfolio managers, whether part of a larger investment fund complex or as a specialized boutique.
  • Exempt market dealers.
  • Investment fund managers offering public mutual funds, exchange-traded funds, alternative funds and private pooled funds.
  • Non-Canadian dealers, advisers and fund managers operating in Canada on a registration-exempt basis.

We also are members of, and volunteer considerable amounts of our time to, securities industry associations including:

  • Portfolio Managers Association of Canada
  • Investment Funds Institute of Canada
  • Conseil des fonds d’investissement du Québec
  • Canadian ETF Association

We review and provide our comments to Canadian securities regulators on new regulations as they are being developed, and are always poised for the next wave of regulatory changes.