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Note: [June 9, 2023] - The following is a consolidation of MI 11-102. It incorporates the amendments to this document that came into effect on September 28, 2009, April 30, 2010, July 31, 2010, January 1, 2011, March 31, 2012, July 1, 2012, March 1, 2013, March 1, 2014, January 11, 2015, December 8, 2015, April 30, 2016, May 9, 2016, June 23, 2016, February 1, 2017, July 31, 2017, January 3, 2019, June 9, 2023 and local amendments in British Columbia, Northwest Territories and Prince Edward Island as described in CSA Staff Notice 11-314 and local amendments in Nunavut and Yukon as described in CSA Staff Notice 11-335. This consolidation is provided for your convenience and should not be relied on as authoritative.

 

 

MULTILATERAL INSTRUMENT 11-102

PASSPORT SYSTEM

 

Part 1   DEFINITIONS

1.1        Definitions

1.2        Language of documents – Québec

 

Part 2   [REPEALED]

 

Part 3   PROSPECTUS

3.1        Principal regulator for prospectus

3.2        Discretionary change of principal regulator for prospectus

3.3        Deemed issuance of receipt

3.4        [Repealed]

3.5        Transition for section 3.3

 

Part 4   DISCRETIONARY EXEMPTIONS

4.1        Specified jurisdiction

4.2        Principal regulator – general

4.3        Principal regulator – exemptions related to insider reporting and take-over bids

4.4        Principal regulator – head office not in a specified jurisdiction

4.4.1     Principal regulator for discretionary exemption application made with an application for registration

4.5        Principal regulator – exemption not sought in principal jurisdiction

4.6        Discretionary change of principal regulator for discretionary exemption applications

4.7        Passport application of discretionary exemptions

4.8        Availability of passport for discretionary exemptions applied for before March 17, 2008

 

Part 4A REGISTRATION

4A.1     Principal regulator for registration

4A.2     Discretionary change of principal regulator for registration

4A.3     Firm registration

4A.4     Individual registration

4A.5     Terms and conditions of registration 4A.6 Suspension

4A.7     Termination

4A.8     Surrender

4A.9     Transition – terms and conditions in non-principal jurisdictions 4A.10 Notice of principal regulator for foreign firm


 

Part 4B APPLICATION TO BECOME A DESIGNATED RATING ORGANIZATION

4B.1     Specified jurisdiction

4B.2     Principal regulator – general

4B.3     Principal regulator – head office not in a specified jurisdiction

4B.4     Principal regulator – designation not sought in principal jurisdiction

4B.5     Discretionary change of principal regulator for application for designation

4B.6     Deemed designation of a credit rating organization

 

Part 4C APPLICATION TO CEASE TO BE A REPORTING ISSUER

4C.1     Specified jurisdiction

4C.2     Principal regulator – general

4C.3     Principal regulator – head office not in a specified jurisdiction

4C.4     Discretionary change of principal regulator

4C.5     Deemed to cease to be a reporting issuer

 

Part 5   EFFECTIVE DATE

5.1        Effective date

 

APPENDIX A               [REPEALED]

APPENDIX B               Prospectus provisions APPENDIX C [REPEALED]

APPENDIX D               Equivalent provisions


MULTILATERAL INSTRUMENT 11-102

PASSPORT SYSTEM

 

 

PART 1 -- DEFINITIONS

 

Definitions

1.1                    In this Instrument,

 

"category" means a category of registration set out in NI 31-103;

 

"equivalent provision" means, for a provision listed in Appendix D below the name of a jurisdiction, the provision set opposite that provision below the name of another jurisdiction;

 

"firm" means a person or company that is registered, or is seeking registration, as a dealer, adviser or investment fund manager;

 

"foreign firm" means a firm that has its head office outside Canada;

 

"foreign individual" means an individual whose working office is outside Canada;

 

"Form 33-109F2" means Form 33-109F2 Change or Surrender of Individual Categories under NI 33-109;

 

"Form 33-109F4" means Form 33-109F4 Registration of Individuals and Review of Permitted Individuals under NI 33-109;

 

"Form 33-109F5" means Form 33-109F5 Change of Registration Information under NI 33-109; "Form 33-109F6" means Form 33-109F6 Firm Registration under NI 33-109;

"national prospectus instrument" means

 

(a) National Instrument 41-101 General Prospectus Requirements,

 

(b) National Instrument 44-101 Short Form Prospectus Distributions,

 

(c) National Instrument 44-102 Shelf Distributions,

 

(d) National Instrument 44-103 Post-Receipt Pricing,

 

(d.1) National Instrument 71-101 The Multijurisdictional Disclosure System, or,

 

(e) National Instrument 81-101 Mutual Fund Prospectus Disclosure;

 

"NI 31-103" means National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations;

 

"NI 33-109" means National Instrument 33-109 Registration Information;

 

"preliminary prospectus" includes an amendment to a preliminary prospectus;

 

"principal jurisdiction" means, for a person or company, the jurisdiction of the principal regulator;

 

"principal regulator" means, for a person or company, the securities regulatory authority or regulator determined in accordance with Part 3, 4, 4A, 4B or 4C, as applicable;

"prospectus" includes an amendment to a prospectus;

 

"SEDAR+" has the same meaning as in National Instrument 13-103 System for Electronic Document Analysis and Retrieval + (SEDAR+);

 

"sponsoring firm" has the same meaning as in NI 33-109;

 

"working office" means the office of the sponsoring firm where an individual does most of his or her business.

 

Language of documents - Québec

1.2                    In Québec, nothing in this Instrument shall be construed as relieving a person from requirements relating to the language of documents.

 

 

PART 2 – [REPEALED]

 

 

PART 3 – PROSPECTUS

 

 

Principal regulator for prospectus

3.1(1)               For the purposes of this section, the specified jurisdictions are British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec, New Brunswick and Nova Scotia.

 

3.1(2)               Subject to subsection (3) and section 3.2, for the purposes of a prospectus filing subject to this Part the principal regulator is the securities regulatory authority or regulator of the jurisdiction in which

 

(a) the issuer’s head office is located, if the issuer is not an investment fund, or

 

(b) the investment fund manager’s head office is located, if the issuer is an investment fund.

 

3.1(3)               If the jurisdiction identified under paragraph (2) (a) or (b) is not a specified jurisdiction, the principal regulator is the securities regulatory authority or regulator of the specified jurisdiction with which the issuer or, in the case of an investment fund, the investment fund manager, has the most significant connection.

 

Discretionary change of principal regulator for prospectus

3.2                    If a person or company receives written notice from a securities regulatory authority or regulator that specifies a principal regulator, the securities regulatory authority or regulator specified in the notice is the principal regulator as of the later of

 

(a) the date the person or company receives the notice, and

 

(b) the effective date specified in the notice, if any.

 

Deemed issuance of receipt

3.3(1)               Subject to section 3.5(1), a receipt for a preliminary prospectus is deemed to be issued if

 

(a) the preliminary prospectus is filed under a provision set out in Appendix B and under a national prospectus instrument,

 

(b) at the time of filing the preliminary prospectus, the filer indicates on SEDAR+ that it is filing the preliminary prospectus under this Instrument,

 

(c) the local jurisdiction is not the principal jurisdiction for the preliminary prospectus, and

 

(d) the preliminary prospectus is filed with the principal regulator and the principal regulator issues a receipt for it.

 

3.3(2)               A receipt for a prospectus is deemed to be issued if

 

(a) the prospectus is filed under a provision set out in Appendix B and under a national prospectus instrument,

 

(b) subject to section 3.5(2), the filer

 

(i) complied with paragraph (1)(b) at the time of filing the related preliminary prospectus, or

 

(ii) indicated on SEDAR+ that it filed the related pro forma prospectus under this Instrument at the time of filing the related pro forma prospectus,

 

(c) the local jurisdiction is not the principal jurisdiction for the prospectus, and

 

(d) the prospectus is filed with the principal regulator and the principal regulator issues a receipt for the prospectus.

 

3.4                   [Repealed]

 

Transition for section 3.3

3.5(1)               Section 3.3(1) does not apply in respect of a receipt issued on or after March 17, 2008 if the receipt relates to an amendment, filed after March 17, 2008, to a preliminary prospectus and the preliminary prospectus was filed before March 17, 2008.

 

3.5(2)               Section 3.3(2)(b) does not apply in respect of a receipt issued on or after March 17, 2008 if

 

(a) the receipt relates to an amendment to a prospectus whose related preliminary prospectus or pro forma prospectus was filed before March 17, 2008, and

 

(b) the filer indicated on SEDAR that it filed the amendment under this Instrument at the time of filing the amendment.

 

 

PART 4 –  DISCRETIONARY EXEMPTIONS

 

 

Specified jurisdiction

4.1                    For the purposes of this Part, the specified jurisdictions are British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec, New Brunswick and Nova Scotia.

 

Principal regulator – general

4.2                    Subject to sections 4.3 to 4.6, the principal regulator for an application for an exemption is,

 

(a) for an application made with respect to an investment fund, the securities regulatory authority or regulator of the jurisdiction in which the investment fund manager’s head office is located, or

 

(b) for an application made with respect to a person or company other than an investment fund, the securities regulatory authority or regulator of the jurisdiction in which the person or company’s head office is located.

 

Principal regulator – exemptions related to insider reporting and take-over bids

4.3                    Subject to sections 4.4 to 4.6, the principal regulator for an application for an exemption from

 

(a) a provision related to insider reporting listed in Appendix D is the securities regulatory authority or regulator of the jurisdiction in which the head office of the reporting issuer is located, or

 

(b) a provision related to take-over bids listed in Appendix D is the securities regulatory authority or regulator of the jurisdiction in which the head office of the issuer whose securities are subject to the take-over bid is located.

 

Principal regulator – head office not in a specified jurisdiction

4.4                    Subject to sections 4.4.1, 4.5 and 4.6, if the jurisdiction identified under section 4.2 or 4.3, as applicable, is not a specified jurisdiction, the principal regulator for the application is the securities regulatory authority or regulator of the specified jurisdiction with which

 

(a) in the case of an application for an exemption from a provision related to insider reporting listed in Appendix D, the reporting issuer has the most significant connection,

 

(b) in the case of an application for an exemption related to a provision related to take-over bids listed in Appendix D, the issuer whose securities are subject to the take-over bid has the most significant connection, or

 

(c) in any other case, the person or company or, in the case of an investment fund, the investment fund manager, has the most significant connection.

 

Principal regulator for discretionary exemption application made with an application for registration

4.4.1                 Subject to sections 4.5 and 4.6, if a firm or individual makes an application for exemption from a requirement listed below in connection with an application for registration in the principal jurisdiction, the principal regulator for the application for exemption is the principal regulator as determined under section 4A.1:

 

(a) a requirement in Parts 3 and 12 of NI 31-103;

 

(b) a requirement in Part 2 of NI 33-109.

 

Principal regulator – exemption not sought in principal jurisdiction

4.5(1)               Subject to section 4.6 and subsection (2), if a person or company is not seeking an exemption in the jurisdiction of the principal regulator, as determined under section 4.2, 4.3, 4.4 or 4.4.1, as applicable, the principal regulator for the application is the securities regulatory authority or regulator in the specified jurisdiction

 

(a) in which the person or company is seeking the exemption, and

 

(b) with which

 

(i) in the case of an application for an exemption from a provision related to insider reporting, the reporting issuer has the most significant connection,

 

(ii) in the case of an application for an exemption from a provision related to take-over bids, the issuer whose securities are subject to the take-over bid has the most significant connection, or

 

(iii) in any other case, the person or company, or in the case of an investment fund, the investment fund manager, has the most significant connection.

 

4.5(2)               Subject to section 4.6, if at any one time a person or company is seeking more than one exemption and not all of the exemptions are needed in the jurisdiction of the principal regulator, as determined under section 4.2, 4.3, 4.4 or 4.4.1 or subsection (1), as applicable, the person or company may make the application to the securities regulatory authority or regulator in the specified jurisdiction

 

(a) in which the person or company is seeking all of the exemptions, and

 

(b) with which

 

(i) in the case of an application for an exemption from a provision related to insider reporting, the reporting issuer has the most significant connection,

 

(ii) in the case of an application for exemption from a provision related to take-over bids, the issuer whose securities are subject to the take-over bid has the most significant connection, or

 

(iii) in any other case, the person or company, or in the case of an investment fund, the investment fund manager, has the most significant connection.

 

4.5(3)                If a person makes an application under subsection (2), the securities regulatory authority or regulator under that subsection is the principal regulator for the application.

 

Discretionary change of principal regulator for discretionary exemption applications

4.6                    If a person or company receives written notice from a securities regulatory authority or regulator that specifies a principal regulator for the person or company’s application, the securities regulatory authority or regulator specified in the notice is the principal regulator for the application.

 

Passport application of discretionary exemptions

4.7(1)               If an application is made in the principal jurisdiction for an exemption from a provision of securities legislation listed in Appendix D, the equivalent provision of the local jurisdiction does not apply if

 

(a) the local jurisdiction is not the principal jurisdiction for the application,

 

(b) the principal regulator for the application granted the exemption and the exemption is in effect,

 

(c) the person or company that made the application gives notice to the securities regulatory authority or regulator that this subsection is intended to be relied upon for the equivalent provision of the local jurisdiction, and

 

(d) the person or company relying on the exemption complies with any terms, conditions, restrictions or requirements imposed by the principal regulator as if they were imposed in the local jurisdiction.

 

4.7(2)               For the purpose of paragraph (1) (c), the person or company may give the notice referred to in that paragraph by giving it to the principal regulator.

 

Availability of passport for discretionary exemptions applied for before March 17, 2008

4.8(1)               If, before March 17, 2008, an application was made in a specified jurisdiction for an exemption from a provision of securities legislation listed in Appendix D, the equivalent provision of the local jurisdiction does not apply if

 

(a) the local jurisdiction is not the specified jurisdiction,

 

(b) the securities regulatory authority or regulator in the specified jurisdiction granted the exemption whether the order was made before, on or after March 17, 2008,

 

(c) subject to subsection (3), the person or company that made the application gives notice to the securities regulatory authority or regulator that this subsection is intended to be relied upon for the equivalent provision of the local jurisdiction, and

 

(d) the person or company relying on the exemption complies with any terms, conditions, restrictions or requirements imposed by the securities regulatory authority or regulator in the specified jurisdiction as if they were imposed in the local jurisdiction.

 

4.8(2)               For the purpose of paragraph (1) (c), the person or company may give the notice referred to in that paragraph by giving it to the securities regulatory authority or regulator that would be the principal regulator under Part 4 if an application were to be made under that Part at the time the notice is given.

 

4.8(3)               Paragraph (1)(c) does not apply to a reporting issuer in respect of an exemption from a CD requirement, as defined in Multilateral Instrument 11-101 Principal Regulator System, if, before March 17, 2008,

 

(a) the principal regulator, identified under that Instrument, granted the exemption, and

 

(b) the reporting issuer filed the notice of principal regulator under section 2.2 or 2.3 of that Instrument.

 

 

PART 4A – REGISTRATION

 

 

Principal regulator for registration

4A.1(1)             Subject to subsections (2) and (3) and section 4A.2, for the purposes of this Part, the principal regulator is the securities regulatory authority or regulator of the jurisdiction in which,

 

(a) for a firm, the firm’s head office is located, or

 

(b) for an individual, the individual’s working office is located.

 

4A.1(2)             The principal regulator for a foreign firm is the securities regulatory authority or regulator in the jurisdiction of Canada the firm identified

 

(a) in item 2.2(b) of its most recently submitted Form 33-109F6, or

 

(b) in its most recently submitted Form 33-109F5, if the change noted in that form relates to item 2.2(b) of Form 33-109F6.

 

4A.1(3)             The principal regulator for a foreign individual is the principal regulator for the individual’s sponsoring firm.

 

Discretionary change of principal regulator for registration

4A.2                 If a securities regulatory authority or regulator gives written notice that specifies a principal regulator for the firm or individual, the securities regulatory authority or regulator specified in the notice is the principal regulator for the firm or individual as of the later of

 

(a) the date the firm or individual receives the notice, and

 

(b) the effective date specified in the notice, if any.

 

Firm registration

4A.3(1)             Subject to subsection (4), if a firm is registered in a category in its principal jurisdiction, the firm is registered in the same category in the local jurisdiction if

 

(a) the firm has submitted a completed Form 33-109F6 in accordance with NI 33- 109, and

 

(b) in the case of a category for which securities legislation requires that the firm be a member of a self-regulatory organization, the firm is a member of the self- regulatory organization or is exempt from the requirement.

 

4A.3(2)             A firm that makes a submission under subsection (1)(a) must pay the required fee at the time it makes the submission.

 

4A.3(3)             For the purpose of subsection (1), the firm may make the submission by giving it to the principal regulator.

 

4A.3(4)             Subsection (1) does not apply to a firm registered in the category of restricted dealer.

 

Individual registration

4A.4(1)             If an individual acting on behalf of a sponsoring firm is registered in a category in his or her principal jurisdiction, the individual is registered in the same category in the local jurisdiction if

 

(a) the sponsoring firm is registered in the local jurisdiction in the same category as in the firm’s principal jurisdiction,

 

(b) the individual has submitted a completed Form 33-109F2 or a completed Form 33-109F4 in accordance with NI 33-109, and

 

(c) in the case of a category for which securities legislation requires that the individual be a member or an approved person of a self-regulatory organization, the individual is a member or approved person of the self-regulatory organization or is exempt from the requirement.

 

4A.4(2)             An individual who makes a submission under subsection (1)(b) must pay the required fee at the time the individual makes the submission.

 

Terms and conditions of registration

4A.5(1)             If a firm or individual is registered in the same category in the principal jurisdiction and in the local jurisdiction, a term, condition, restriction or requirement imposed on the registration in the principal jurisdiction applies as if it were imposed in the local jurisdiction.

 

4A.5(2)             A term, condition, restriction or requirement that applies in the local jurisdiction under subsection (1) continues to apply until the earlier of the date

 

(a) the securities regulatory authority or regulator that imposed the term, condition, restriction or requirement cancels or revokes it, or

 

(b) the term, condition, restriction or requirement expires.

 

Suspension

4A.6                 If a firm’s or individual’s registration in the principal jurisdiction is suspended, the firm’s or individual’s registration in the local jurisdiction is suspended

 

Termination

4A.7                 If a firm’s or individual’s registration in the principal jurisdiction is cancelled, revoked or terminated, as applicable, the firm’s or individual’s registration in the local jurisdiction is cancelled, revoked or terminated, as applicable.

 

Surrender

4A.8                 If a firm or individual is registered in the same category in the local jurisdiction and the principal jurisdiction, and the firm or individual applies to surrender the registration in the principal jurisdiction, the firm’s or individual’s registration in that category in the local jurisdiction is cancelled, revoked or terminated, as applicable, if the principal regulator accepts the firm’s or individual’s surrender of registration in the principal jurisdiction.

 

Transition – terms and conditions in non-principal jurisdictions

4A.9(1)             Subject to subsection (2), section 4A.5 does not apply to a firm or individual until October 28, 2009 if the firm or individual was registered in the local jurisdiction before September 28, 2009.

 

4A.9(2)             Section 4A.5 does not apply to a firm or individual after October 28, 2009 if

 

(a) on or before October 28, 2009, the firm or individual applies to the securities regulatory authority or regulator for an exemption from section 4A.5, and

 

(b) the securities regulatory authority or regulator has not issued a decision rejecting the application and the application has not been withdrawn.

 

4A.9(3)             Subject to subsection (4), if a firm or individual was registered in the same category in the principal jurisdiction and the local jurisdiction before September 28, 2009, a term, condition, restriction or requirement imposed on the registration in the local jurisdiction before October 28, 2009, if any, does not apply to the firm or individual on or after October 28, 2009 unless the term, condition, restriction or requirement was

 

(a) agreed to under a settlement agreement between the firm or individual and the securities regulatory authority or regulator, or

 

(b) imposed in a decision relating to the firm or individual made by the securities regulatory authority or regulator following a hearing.

 

4A.9(4)             If a firm or individual applies for an exemption under subsection (2), subsection (3) does not apply unless

 

(a) the securities regulatory authority or regulator has issued a decision rejecting the application, or

 

(b) the application has been withdrawn.

 


Notice of principal regulator for foreign firm

4A.10(1)           If a foreign firm was registered in a category in the local jurisdiction and another jurisdiction of Canada before September 28, 2009, the firm must submit the information required in item 2.2(b) of Form 33-109F6 by submitting a Form 33-109F5 on or before October 28, 2009.

 

4A.10(2)           For the purposes of subsection (1), the foreign firm may make the submission by giving it to the principal regulator.

 

 

PART 4B – APPLICATION TO BECOME A DESIGNATED RATING ORGANIZATION

 

 

Specified jurisdiction

4B.1                 For the purposes of this Part, the specified jurisdictions are British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec, Nova Scotia and New Brunswick.

 

Principal regulator – general

4B.2                 Subject to sections 4B.3 to 4B.5, the principal regulator for an application by a credit rating organization to become a designated rating organization is

 

(a) the securities regulatory authority or regulator of the jurisdiction in which the head office of the credit rating organization is located,

 

(b) if the head office for a credit rating organization is not in a jurisdiction of Canada, the securities regulatory authority or regulator of the jurisdiction in which the largest branch office of the credit rating organization is located, or

 

(c) if neither the head office or a branch office of the credit rating organization is located in a jurisdiction of Canada, the securities regulatory authority or regulator of the jurisdiction with which the credit rating organization has the most significant connection.

 

Principal regulator – head office not in a specified jurisdiction

4B.3                 Subject to section 4B.5, if the jurisdiction identified under section 4B.2 is not a specified jurisdiction, the principal regulator for the application is the securities regulatory authority or regulator of the specified jurisdiction with which the credit rating organization has the most significant connection.

 

Principal regulator – designation not sought in principal jurisdiction

4B.4                 Subject to section 4B.5 if a credit rating organization is not seeking to become a designated rating organization in the jurisdiction of the principal regulator, as determined under section 4B.2 or 4B.3, as applicable, the principal regulator for the designation is the securities regulatory authority or regulator in the specified jurisdiction

 

(a) in which the credit rating organization is seeking the designation, and

 

(b) with which the credit rating organization has the most significant connection.

 

Discretionary change of principal regulator for application for designation

4B.5                 If a credit rating organization receives written notice from a securities regulatory authority or regulator that specifies a principal regulator for the credit rating organization’s application, the securities regulatory authority or regulator specified in the notice is the principal regulator for the designation.

 


Deemed designation of a credit rating organization

4B.6(1)             If an application to become a designated rating organization is made by a credit rating organization in the principal jurisdiction, the credit rating organization is deemed to be a designated rating organization in a local jurisdiction if

 

(a) the local jurisdiction is not the principal jurisdiction for the application,

 

(b) the principal regulator for the application designated the credit rating organization and that designation is in effect,

 

(c) the credit rating organization that applied to be designated gives notice to the securities regulatory authority or regulator that this subsection is intended to be relied upon for the designation in the local jurisdiction, and

 

(d) the credit rating organization complies with any terms, conditions, restrictions or requirements imposed by the principal regulator as if they were imposed in the local jurisdiction.

 

4B6(2)              For the purpose of paragraph (1)(c), the credit rating organization may give the notice referred to in that paragraph by giving it to the principal regulator.

 

 

PART 4C – APPLICATION TO CEASE TO BE A REPORTING ISSUER

 

 

Specified jurisdiction

4C.1                 For the purposes of this Part, the specified jurisdictions are British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec, New Brunswick and Nova Scotia.

 

Principal regulator – general

4C.2                 Subject to sections 4C.3 and 4C.4, the principal regulator for an application to cease to be a reporting issuer is,

 

(a) for an application made with respect to an investment fund, the securities regulatory authority or regulator of the jurisdiction in which the investment fund manager’s head office is located, or

 

(b) for an application made with respect to an issuer other than an investment fund, the securities regulatory authority or regulator of the jurisdiction in which the issuer’s head office is located.

 

Principal regulator – head office not in a specified jurisdiction

4C.3                 Subject to section 4C.4, if the jurisdiction identified under section 4C.2 is not a specified jurisdiction, the principal regulator for the application is the securities regulatory authority or regulator of the specified jurisdiction with which the issuer or, in the case of an investment fund, the investment fund manager, has the most significant connection.

 

Discretionary change of principal regulator

4C.4                 If a filer receives written notice from a securities regulatory authority or regulator that specifies a principal regulator for the application, the securities regulatory authority or regulator specified in the notice is the principal regulator for the application.

 

Deemed to cease to be a reporting issuer

4C.5(1)             If an application to cease to be a reporting issuer is made by a reporting issuer in the principal jurisdiction, the reporting issuer is deemed to cease to be a reporting issuer in the local jurisdiction if

 

(a) the local jurisdiction is not the principal jurisdiction for the application,

 

(b) the principal regulator for the application granted the order and the order is in effect,

 

(c) the reporting issuer gives notice to the securities regulatory authority or regulator that this subsection is intended to be relied upon for the issuer to be deemed to cease to be a reporting issuer in the local jurisdiction, and

 

(d) the reporting issuer complies with any terms, conditions, restrictions or requirements imposed by the principal regulator as if they were imposed in the local jurisdiction

 

4C.5(2)             For the purpose of paragraph (1)(c), the reporting issuer may give the notice referred to in that paragraph by giving it to the principal regulator.

 

 

PART 5 – EFFECTIVE DATE

 

 

Effective date

5.1                    This Instrument comes into force on March 17, 2008.

 

[as amended on September 28, 2009, April 30, 2010, July 31, 2010, January 1, 2011, March 31, 2012, July 1, 2012, March 1, 2013, January 11, 2015, December 8, 2015, April 30, 2016, May 9, 2016, June 23, 2016, February 1, 2017, July 31, 2017, January 3, 2019 and local amendments in British Columbia, Northwest Territories and Prince Edward Island as described in CSA Staff Notice 11-314]


APPENDIX A

 

[REPEALED]


APPENDIX B

 

Prospectus provisions

 

 

 

 

Jurisdiction

Securities Act provisions

British Columbia

sections 61(1) (Prospectus required) and 62 (Voluntary filing of prospectus)

Alberta

section 110 (Filing prospectus)

Saskatchewan

section 58 (Prospectus required)

Manitoba

sections 37(1) (Prohibition as to trading) and 37(1.1) (Voluntary filing of non- offering prospectus)

Ontario

section 53 (Prospectus required)

Québec

sections 11 (Prospectus required), 12 (Distribution outside Québec), and 68 (para 2) (Voluntary filing of prospectus)

New Brunswick

section 71 (Filing of preliminary prospectus and prospectus required and voluntary filing of prospectus)

Nova Scotia

sections 58(1) (Prospectus required) and 58(2) (Prospectus to enable issuer to become a reporting issuer where no distribution is contemplated)

Prince Edward Island

sections 94 (Prospectus required) and 95

(Filing prospectus without distribution)

Newfoundland and Labrador

sections 54.(1) (Prospectus required) and 54.(2) (Prospectus to enable issuer to become a reporting issuer where no distribution is contemplated)

Yukon

sections 94 (Prospectus required) and 95

(Filing prospectus without distribution)

Northwest Territories

sections 94 (Prospectus required) and 95

(Filing prospectus without distribution)

Nunavut

sections 94 (Prospectus required) and 95

(Filing prospectus without distribution)


APPENDIX C
[REPEALED]


APPENDIX D

Equivalent provisions

 

All references are to provisions of the Securities Act of the relevant jurisdiction unless otherwise noted. All references to ‘NI’ are to ‘National Instruments". All references to ‘MI’ are to ‘Multilateral Instruments’.

 

Provision

British Columbia

Alberta

Saskatchewan

Manitoba

Québec

Nova Scotia

New Brunswick

Prince Edward Island

Newfoundland and Labrador

Yukon

Northwest Territories

Nunavut

Ontario

SEDAR+

NI 13-103

Marketplace

operation

NI 21-101

(only Parts 3, 4, 7, 8, 11 and 13 and sections 5.1(1), 5.1(2), 5.9, 5.10, 6.1, 6.2, 6.3, 6.7, 6.9 and 6.11 as those parts and sections apply to an ATS)

Trading rules

NI 23-101

(only Parts 4 and 8 – 11)

Use of client brokerage

commissions

NI 23-102

Electronic trading and direct electronic access

to marketplaces

NI 23-103

(only sections 3(1), 3(2), 3(3)(a) to 3(3)(d), 3(4) to 3(7), 4, 4.2, 4.3, 4.4(a)(ii), 4.4(a)(iii), 4.4(a)(v) to 4.4(a)(vii), 4.4(b), 4.5, 4.7 and 5(3))

Institutional trade matching and

settlement

NI 24-101

Designated rating

organizations

NI 25-101

National registration

database (NRD)

NI 31-102

Registration

requirements

NI 31-103

(except as noted below)

Dealing representative category

s.2.1(1)(a) of NI 31-103

s.25(1)(b)


 

Provision

British Columbia

Alberta

Saskatchewan

Manitoba

Québec

Nova Scotia

New Brunswick

Prince Edward Island

Newfoundland and Labrador

Yukon

Northwest Territories

Nunavut

Ontario

Advising representative

category

s.2.1(1)(b) of NI 31-103

s.25(3)(b)

Associate advising representative

category

s.2.1(1)(c) of NI 31-103

s.25(3)(c)

Ultimate designated person registration

s.2.1(1)(d) of NI 31-

103

ss.75(2)

(c) and

75.1 of Securities Act and s.2.1(1)

(d) of NI 31-103

s.27(3) of Securities Act and s.2.1(1)(d) of NI 31-103

Paragraph 2 of s.149 of    Securities Act and

s.

2.1(1)(d) of NI 31-

103

s.2.1(1)(d) of NI 31-103

s.87 of Securitie s Act and s.2.(1)

(d) of NI 31-103

ss.26(2)(c) and

26.1 of Securities Act and s.2.1(1)(d) of NI 31-103

s.87 of Securities Act and s.2.1(1)

(d) of NI 31-103

s.87 of Securities Act and s.2.1(1) (d) of NI 31-

103

s.87 of Securities Act and

s.21(1)

(d) of NI 31-103

s.25(5)

Chief compliance officer registration

s.2.1(1)

(e) of NI 31-103

ss.75(2)

(c) and

75.1 of Securities Act and s.2.1(1)

(e) of NI 31-103

s.27(3) of Securities Act and s.2.1(1)(e) of NI 31-103

Paragraph 2 of s.149 of    Securities Act and s.2.1(1)

(e) of NI 31-103

s.2.1(1)(e) of NI 31-103

s.87 of Securitie s Act and s.2.1(1)

(e) of NI 31-103

ss.26(2)(c) and

26.1 of Securities Act and s.2.1(1)(e) of NI 31-103

s.87 of Securities Act and s.2.1(1)

(e) of NI 31-103

s.87 of Securities Act and s.2.1(1)(e) of NI 31-

103

s.87 of Securities Act and s.2.1(1)

(e) of NI 31-103

s.25(6)

Dealing representative of a mutual fund must be approved

person

s.3.15(2) of NI 31-103

n/a

s.3.15(2) of NI 31-103

Employment, partnership or agency

relationship ends

s.6.1 of NI 31-103

s.29(3)


 

Provision

British Columbia

Alberta

Saskatchewan

Manitoba

Québec

Nova Scotia

New Brunswick

Prince Edward Island

Newfoundland and Labrador

Yukon

Northwest Territories

Nunavut

Ontario

Suspension of IIROC approval

for individual

s.6.2 of NI 31-103

s.29(1),

paragraph 3

Suspension of MFDA approval

for individual

s.6.3 of NI 31-103

n/a

s.6.3 of NI 31-103

s.29(1),

paragraph 3

Sponsoring firm

suspended

s.6.4 of NI 31-103

s.29(2)

Revocation of a suspended

registration – individual

s.6.6 of NI 31-103

s.29(5)

Exception for individuals involved in a

hearing

s.6.7 of NI 31-103

s.29(6)

Dealer categories

s.7.1(1) of NI 31-103

s.26(2)

Adviser categories

s.7.2(1) of NI 31-103

s.26(6)

Investment fund

manager category

s.7.3 of NI 31-103

s.25(4)

MFDA

membership for mutual fund dealers

s.9.2 of NI 31-103

n/a

s.9.2 of NI 31-103

Suspension or revocation of IIROC

membership

s.10.2 of NI 31-103

s.29(1)

paragraph 2

Suspension of

MFDA firm membership

s.10.3 of NI 31-103

n/a

s.10.3 of NI 31-103

s.29(1),

paragraph 2


 

Provision

British Columbia

Alberta

Saskatchewan

Manitoba

Québec

Nova Scotia

New Brunswick

Prince Edward Island

Newfoundland and Labrador

Yukon

Northwest Territories

Nunavut

Ontario

Revocation of a suspended

registration – firm

s.10.5 of NI 31-103

s.29(5)

Exception for firms involved in a

hearing

s.10.6 of NI 31-103

s.29(6)

Provide records to

regulator

s.11.6(1)(c) of NI 31-103

s.19(3)

Insurance –

scholarship plan dealer only

s.12.3 of NI 31-103

n/a

s.12.3 of NI 31-103

Complaint handling

s.13.15 of NI 31-103

s.168.1.1

of    Securities Act and

s.13.15 of NI 31-103

s.13.15 of NI 31-103

Dispute resolution service

s.13.16 of NI 31-103

s.168.1.3

of    Securities Act and

s.13.16 of NI 31-103

s.13.16 of NI 31-103

Underwriting

conflicts

NI 33-105

Registrant

information

NI 33-109

Prospectus

disclosure requirements

NI 41-101

(except as noted below)


 

Provision

British Columbia

Alberta

Saskatchewan

Manitoba

Québec

Nova Scotia

New Brunswick

Prince Edward Island

Newfoundland and Labrador

Yukon

Northwest Territories

Nunavut

Ontario

Certificate of

issuer

s.5.3(1) of NI 41-101

s.58

Certificate of

corporate issuer

s.5.4(1) of NI 41-101

s.58

Certificate of issuer involved in

reverse takeover

s.5.8 of NI 41-101

n/a

Certificate of

underwriter

s.5.9(1) of NI 41-101

s.59(1)

Certificate of

promoter

s.5.11(1) of NI 41-101

s.58

Delivery of

amendments

s.6.4 of NI 41-101

s.57(3)

Amendment to a

preliminary prospectus

s.6.5(1) of NI 41-101

s.57(1)

Amendment to a

final prospectus

s.6.6(1) of NI 41-101

s.57(1)

Amendment to a

final prospectus

s.6.6(2) of NI 41-101

s.57(2)

Regulator must

issue receipt

s.6.6(3) of NI 41-101

s.57(2.1)

Regulator must

not refuse a receipt

s.6.6(4) of NI 41-101

ss.57(2.1)

and 61(3)

Prohibition against

distribution

s.6.6(5) of NI 41-101

s.57(2.2)

Distribution of preliminary prospectus and

distribution list

s.16.1 of NI 41-101

ss.66 and 67


 

Provision

British Columbia

Alberta

Saskatchewan

Manitoba

Québec

Nova Scotia

New Brunswick

Prince Edward Island

Newfoundland and Labrador

Yukon

Northwest Territories

Nunavut

Ontario

Lapse date

s.17.2 of NI 41-101

s.62

Statement of

rights

s.18.1 of NI 41-101

s.60

Disclosure

standards for mineral projects

NI 43-101

Short form prospectus distribution

requirements

NI 44-101

Shelf prospectus

requirements

NI 44-102

Post receipt

pricing

NI 44-103

Rights offering requirements

[Repealed]

NI 45-101 [Repealed]

Resale of

securities

NI 45-102

Standards of

disclosure for oil and gas activities

NI 51-101

Continuous disclosure

obligations

NI 51-102

(except as noted below)

Publication of material change

s.7.1 of NI 51-102

s.75 of Securities Act and s.3(1.1) of Regulation

1015

(General)


 

Provision

British Columbia

Alberta

Saskatchewan

Manitoba

Québec

Nova Scotia

New Brunswick

Prince Edward Island

Newfoundland and Labrador

Yukon

Northwest Territories

Nunavut

Ontario

Accounting principles and auditing standards

requirements

NI 52-107

(except as noted below)

Acceptable

accounting principles

s.3.2 of NI 52-107

s.3.2 of NI 52-107

Auditor oversight

NI 52-108

Certification of disclosure in

annual and interim filings

NI 52-109

Audit committees

NI 52-110

Communication

with beneficial owners

NI 54-101

System for electronic

disclosure by insiders (SEDI)

NI 55-102

Insider reporting requirements

NI 55-104

(except as noted below)

NI 55-104

(except as noted

below)

Primary insider

reporting requirement

Part 3 of NI 55-104

s.107

Disclosure of corporate governance

practices

NI 58-101


 

Provision

British Columbia

Alberta

Saskatchewan

Manitoba

Québec

Nova Scotia

New Brunswick

Prince Edward Island

Newfoundland and Labrador

Yukon

Northwest Territories

Nunavut

Ontario

Protection of minority security holders in special transactions

n/a

MI 61-

101

n/a

MI 61-101

n/a

MI 61-101

n/a

MI 61-101

Early warning reports and other take-over bid and insider reporting

requirements

NI 62-103

Take-over bid and issuer bid

requirements

NI 62-104

Multi-

jurisdictional disclosure system

NI 71-101

Mutual fund

prospectus disclosure

NI 81-101

(except as noted below)

Amendment to a preliminary

simplified prospectus

s.2.2.1(1) of NI 81-101

s.57(1)

Delivery of

amendments

s.2.2.2 of NI 81-101

s.57(3)

Amendment to a simplified

prospectus

s.2.2.3(1) of NI 81-101

s.57(1)

Amendment to a

simplified prospectus

s.2.2.3(2) of NI 81-101

s.57(2)


 

Provision

British Columbia

Alberta

Saskatchewan

Manitoba

Québec

Nova Scotia

New Brunswick

Prince Edward Island

Newfoundland and Labrador

Yukon

Northwest Territories

Nunavut

Ontario

Regulator must

issue receipt

s.2.2.3(3) of NI 81-101

s.57(2.1)

Regulator must

not refuse a receipt

s.2.2.3(4) of NI 81-101

ss.57(2.1)

and 61(3)

Lapse date

s.2.5 of NI 81-101

s.62

Statement of

rights

s.2.8 of NI 81-101

s.60

Distribution of preliminary simplified

prospectus and distribution list

s.3.2(3) of NI 81-101

ss.66 and 67

Certificate of

mutual fund

s.5.1.3(1) of NI 81-101

s.58

Certificate of

promoter

s.5.1.6(1) of NI 81-101

s.58

Certificate of

corporate mutual fund

s.5.1.7(1) of NI 81-101

s.58

Mutual fund

requirements

NI 81-102

Alternative mutual

funds

NI 81-104

Mutual fund sales

practices

NI 81-105

Investment fund

continuous disclosure

NI 81-106

Independent

review committee

NI 81-107


 

Provision

British Columbia

Alberta

Saskatchewan

Manitoba

Québec

Nova Scotia

New Brunswick

Prince Edward Island

Newfoundland and Labrador

Yukon

Northwest Territories

Nunavut

Ontario

Registration

Dealer/ underwriter registration

requirement

ss.34(1)(a)

and 34(1)(d)

ss.

75(1) (a)

and 75(2)(a)

s.27(2)(a)

ss.6(1)(a) and 6(1)(d)

ss.148 and 149

ss.31(1)

and 31(4)

ss.45(a) and 45(d)

ss.86(1)

(a) and 86(2)

s.26(1)(a)

ss.86(1)

(a) and 86(2)

ss.86(1)(a)

and 86(2)

ss.86(1)(a)

and 86(2)

ss.25(1)

and (2)

Adviser registration

requirement

s.34(1)(b)

ss.75(1)

(b) and 75(2)(b)

s.27(2)(b)

ss.6(1)(b)

ss.148 and 149

ss.31(2)

and 31(4)

s.45(b)

s.86(1)

(b)

s.26(1)(b)

s.86(1)

(b)

s.86(1)(b)

s.86(1)(b)

s.25(3)

Investment fund manager registration

requirement

s.34(1)(c)

s.75(1)(c)

s.27(2)(c)

s.6(1)(c)

s.148

ss.31(3)

and 31(4)

s.45(c)

s.86(3)

s.26(1)(c)

s.86(3)

s.86(3)

s.86(3)

s.25(4)

Compensation or contingency trust fund

s.23 of Securities

Rules

s.6 of ASC Rules

(General)

s.23 of Regulations

n/a

s.196 of Securities Regulation

s.27 of General Securities

Rules

n/a

s.98 of Regulation

n/a

s.110 of Regulation

1015

(General)

Requirements when using registration exemptions

Offering memorandum in

required form

s.3.9(5) of NI 45-106

n/a

Requirement to file offering memorandum within prescribed

time

s.3.9(17) of NI 45-106

n/a

Trading in Securities Generally

 

Registered dealer

acting as principal

s.51

n/a

s.70

n/a

s.40

n/a

s.39

Disclosure of

investor relations activities

s.52

n/a

s.62

n/a


 

Provision

British Columbia

Alberta

Saskatchewan

Manitoba

Québec

Nova Scotia

New Brunswick

Prince Edward Island

Newfoundland and Labrador

Yukon

Northwest Territories

Nunavut

Ontario

Use of name of

another registrant

s.53

s.99

s.49

s.73

n/a

s.49

s.63

n/a

s.44

n/a

s.43

Trading in Exchange Contracts

Trading exchange contracts on an exchange in

jurisdiction

s.58

n/a

Trading exchange contracts on an

exchange outside jurisdiction

s.59

n/a

Prospectus

 

Prospectus

requirement

s.61

s.110

s.58

s.37

ss.11 and 12

s.58

s.71(1)

s.94

s.54

s.94

s.94

s.94

s.53

Contents of prospectus (full, true & plain

disclosure)

s.63

s.113

s.61

s.41

ss.13 and 20

s.61

s.74

s.99

s.57

s.99

s.99

s.99

s.56

Waiting period

communications

s.78

s.123

s.73

s.38

ss.21 & 22

s.70

s.82

s.97

s.66

s.97

s.97

s.97

s.65(2)

Obligation to send

prospectus

s.83

s.129

s.79

s.64

ss.29, 30,

31 and 32

s.76

s.88

s.101(1)

s.72

s.101(1)

s.101(1)

s.101(1)

s.71(1)


 

Provision

British Columbia

Alberta

Saskatchewan

Manitoba

Québec

Nova Scotia

New Brunswick

Prince Edward Island

Newfoundland and Labrador

Yukon

Northwest Territories

Nunavut

Ontario

Requirements when using prospectus exemptions

Offering memorandum in required form

s.2.9(5) of NI 45-106

s.2.9(5)

&   s.2.9(5.1)

of NI 45-106

s.2.9(5) &

s.2.9(5.1) of NI 45-106

s.2.9(5) of NI 45-106

s.2.9(5) &

s.2.9(5.1)

of NI 45-106

s.2.9(5) &

s.2.9(5.1)

of NI 45-106

s.2.9(5) &

s.2.9(5.1) of NI 45-106

s.2.9(5)

of NI 45-106

s.2.9(5) of NI 45-106

s.2.9(5) of NI 45-106

s.2.9(5) of NI 45-106

s.2.9(5) of NI 45-106

s.2.9(5) &

s.2.9(5.1)

of

NI 45-106

Requirement to file offering memorandum within prescribed

time

s.2.9(17) of NI 45-106

Filing report of exempt distribution

ss.6.1 and

6.3 of NI 45-106

ss.6.1 and

6.3 of NI 45-106

ss.6.1 and 6.3 of NI 45-106

s.7 of Regulatio

n and ss.6.1 and

6.3 of NI 45-106

ss.6.1 and 6.3 of NI 45-106

Continuous Disclosure

Voting if proxies

provided

s.118

s.157

s.96

s.105

n/a

s.93

ss.102 and 103(2)

n/a

s.88

n/a

s.87

Shares in name of registrant not to

be voted

s.182 of Securities

Rules

s.104

s.55

s.79

ss.164 and 165

s.55

s.103(3)–(7)

s.163

s.50

s.163

s.163

s.163

s.49


 

Provision

British Columbia

Alberta

Saskatchewan

Manitoba

Québec

Nova Scotia

New Brunswick

Prince Edward Island

Newfoundland and Labrador

Yukon

Northwest Territories

Nunavut

Ontario

Insider Reporting

Insider reporting requirements

s.87

s.182

s.116

s.109

s.89.3

s.113

s.135

s.104

s.108

s.104

s.104

s.104

s. 107

Take-Over Bids and Issuer Bids

Directors must make

recommendation on bid

s.99(1)

s.160

s.100

s.90

ss.113 & 114

s.97

s.124

s.108(1)

s.92

s.108(1)

s.108(1)

s.108 (1)

ss.95 and 96

Investment Funds – Self Dealing

Investments of mutual funds

s.6 of BC Instrument

81-513

Self- Dealing

s.185

s.120

n/a

s.119

s.137

n/a

s.112

n/a

s.111

Indirect investment

s.7 of BC Instrument

81-513

Self- Dealing

s.186

s.121

n/a

s.120

s.138

n/a

s.113

n/a

s.112

Fees on investment for mutual fund

s.8 of BC Instrument

81-513

Self- Dealing

s.189

s.124

n/a

s.123

s.141

n/a

s.116

n/a

s.115

Report of mutual fund manager

s.9 of BC Instrument

81-513

Self- Dealing

s.191

s.126

n/a

s.125

s.143

n/a

s.118

n/a

s.117


 

Provision

British Columbia

Alberta

Saskatchewan

Manitoba

Québec

Nova Scotia

New Brunswick

Prince Edward Island

Newfoundland and Labrador

Yukon

Northwest Territories

Nunavut

Ontario

Restrictions on transactions with responsible

persons

n/a

s.126

n/a

s.119

n/a

Principal Trading

Prohibitions

n/a

s.193

s.128

n/a

s.127

n/a

s.120

n/a

s.119

General

Public inspection of records

s.169(3)

s.221(3)

s.152(2)

s.134

n/a

s.148(1)

s.198(3)

s.26(1)

s.140(1)

s.26(1)

s.26(1)

s.26(1)

s.140(1)

 

 You are being directed to the most recent version of the statute which may not be the version considered at the time of the judgment.