COMPANION POLICY 33-109CP REGISTRATION INFORMATION Table of Contents PART 1 – GENERAL 1.1 Purpose 1.2 Definition of permitted individuals 1.3 Overview of the forms 1.4 Notice requirements 1.5 Contact information PART 2 – FORMS USED BY INDIVIDUALS 2.1 National Registration Database (NRD) 2.2 Form 33-109F4 2.3 Form 33-109F2 2.4 Form 33-109F5 for individuals 2.5 Form 33-109F7 for reinstatement 2.6 Business locations (Form 33-109F4 and Form 33-109F7) 2.7 Ongoing fitness for registration PART 3 – FORMS USED BY FIRMS 3.1 Form 33-109F6 3.2 Form 33-109F5 3.3 Form 33-109F3 3.4 Discretionary exemption for bulk transfers 3.5 Form 33-109F1 PART 4 – DUE DILIGENCE BY FIRMS 4.1 Obligations of former sponsoring firm 4.2 Obligations of new sponsoring firm PART 5 – COMMODITY FUTURES ACT SUBMISSIONS 5.1 Ontario 5.2 Manitoba Appendix A – Summary of Notice Requirements in National Instrument 33-109 Appendix B – Contact Information for the Regulators and IIROC Appendix C – Discretionary Exemption for Bulk Transfers of Business Locations and Individuals
COMPANION POLICY 33-109CP REGISTRATION INFORMATION PART 1 – GENERAL 1.1 Purpose This Companion Policy sets out how the Canadian Securities Administrators interpret or apply National Instrument 33-109 Registration Information (the Rule). The registration requirement in securities legislation provides protection to investors from unfair, improper or fraudulent practices and enhances capital market integrity and efficiency. The information required under the Rule allows regulators to assess a filer’s fitness for registration or for permitted individual status, with regard to their solvency, integrity and proficiency. These fitness requirements are the cornerstones of the registration requirement. In each jurisdiction of Canada the registration requirement and the Rule apply to dealers, underwriters, advisers and investment fund managers and to individuals who act on their behalf as registered or permitted individuals. 1.2 Definition of permitted individuals Section 1.1 of the Rule defines a permitted individual as an individual who meets the criteria set forth in paragraph (a), (b) or (c) of the definition. A permitted individual may or may not be a registered individual. For example, the chief executive officer of a registered firm is registered as the firm’s ultimate designated person and is also a permitted individual. The definition of permitted individual allows the Rule to separate out the filing requirements which are applicable only to permitted individuals from those which are applicable to registered individuals. 1.3 Overview of the forms The following forms are for firms: • Form 33-109F3 Business Locations other than Head Office – to disclose each business location of the firm and any change of business location Form 33-109F6 Firm Registration – to apply for registration as a dealer, adviser or investment fund manager The following forms are for individuals and are submitted in NRD format: • Form 33-109F1 Notice of Termination of Registered Individuals and Permitted Individuals – to notify the regulator that a registered or permitted individual has ceased to have authority to act on behalf of the firm • Form 33-109F2 Change or Surrender of Individual Categories – to apply for registration or review in an additional category or to surrender a category Form 33-109F4 Registration of Individuals and Review of Permitted Individuals – to apply for registration or review as a permitted individual • Form 33-109F7 Reinstatement of Registered Individuals and Permitted Individuals – to reinstate an individual’s registration or a permitted individual status 1.4 Notice requirements Form 33-109F5 Change of Registration Information is used by firms and individuals to notify regulators of any change to their registration information. Under sections 3.1 and 4.1 of the Rule, a registrant and a permitted individual must keep their registration information current on an ongoing basis by filing notices of change of information within the required time. Appendix A summarizes the notice requirements, time periods and the forms under the Rule to notify regulators of a change to a firm’s or individual’s registration information. 1.5 Contact information When a firm submits a Form 33-109F6, supporting documents or a Form 33-109F5, it can make the submission using e-mail, fax or mail. Appendix B attached to this policy sets out the contact information for the regulator in each jurisdiction of Canada and for the Investment Industry Regulatory Organization of Canada (IIROC) in those jurisdictions where the securities regulatory authority has delegated, assigned or authorized IIROC to perform registration functions. PART 2 – FORMS USED BY INDIVIDUALS 2.1 National Registration Database (NRD)
The NRD is the database containing information about all registrants and permitted individuals under securities or commodity futures legislation in each jurisdiction of Canada. The requirement for firms to enrol, and to make certain submissions, on NRD are set out in National Instrument 31-102 National Registration Database. Detailed information about the NRD and the enrolment process is available in the NRD User Guide published at www.nrd-info.ca. 2.2 Form 33-109F4 Types of submissions using Form 33-109F4 The NRD format for submitting a completed Form 33-109F4 under subsection 2.2(1) or 2.5(1) of the Rule include four distinct NRD submission types that are made in the following circumstances: • Initial Registration, when an individual is seeking registration, or review as a permitted individual, through NRD for the first time • Registration in an Additional Jurisdiction, when an individual is registered or is a permitted individual in a jurisdiction of Canada and is seeking registration, or review as a permitted individual, in an additional jurisdiction • Registration with an Additional Sponsoring Firm, when an individual is registered, or is a permitted individual, on behalf of one sponsoring firm and applies for registration, or seeks review as a permitted individual, to act on behalf of an additional sponsoring firm • Reactivation of Registration, when an individual who has an NRD record is applying for registration, reinstatement of registration or is seeking review as a permitted individual and is not eligible under subsection 2.3(2) or 2.5(2) of the Rule to submit a Form 33-109F7 Submissions by permitted individuals Under subsection 2.5(1) of the Rule, within 10 days of becoming a permitted individual, the individual must submit a Form 33-109F4 for review by the regulator. An individual whose registration is suspended may apply to reinstate the registration by submitting a completed Form 33-109F4 to the regulator. This is done with the Reactivation of registration submission on NRD. After making this submission the individual may not conduct activities requiring registration unless and until the regulator has approved the application. However, an application for reinstatement or review is not required if the individual meets all of the conditions for automatic reinstatement in subsection 2.3(2) or 2.5(2) of the Rule, which include submitting a completed Form 33-109F7 to the regulator as described in section 2.5 below. Agent for service Item 18 Agent for service of Form 33-109F4 is a certification clause by the individual that he or she has completed the appointment for service required in each relevant jurisdiction. There is no distinct form under NI 33-109 for the appointment of an agent for service for use by individuals. Please refer to the form used by the registered firm. This format is acceptable to the regulator. 2.3 Form 33-109F2 This form is used by individuals to apply to add or to surrender a registration category, to seek review of a change in their permitted individual category or to change any information on Schedule C of a previously submitted Form 33-109F4. If an individual has ceased to have authority to act on behalf of their sponsoring firm as a registered or permitted individual in the last jurisdiction of Canada where they were so acting, they cannot submit a Form 33-109F2. Instead, the individual’s sponsoring firm submits a Form 33-109F1 to notify the regulator of the termination or cessation of authority to act on behalf of the firm. 2.4 Form 33-109F5 for individuals When an individual submits a Form 33-109F5 to update their registration information, NRD will transmit the information to the regulator in each jurisdiction in which the individual is registered or is a permitted individual. However, only the principal regulator processes the submission to update the individual’s registration information on NRD, or if necessary to deny or withdraw the submission. Form 33-109F5 should not be used by an individual applying to add or surrender a registration category or to seek review of a change in his/her permitted individual category. In this case, Form 33-109F2 is used. It should also be noted that Form 33-109F5 is not used by an individual that is registered or is a permitted individual in a jurisdiction of Canada and is seeking registration, or review as a permitted individual, in an additional jurisdiction. In this case, a Form 33-109F4 is used and is identified on NRD as Registration in an Additional Jurisdiction. This also applies to an individual adding a sponsoring firm; Form 33-109F4 is used and is identified on NRD as Registration with an Additional Sponsoring Firm. 2.5 Form 33-109F7 for reinstatement
When an individual leaves a sponsoring firm and joins a new registered firm, they may submit a Form 33-109F7 to have their registration or permitted individual status automatically reinstated in one or more of the same categories and jurisdictions as before, subject to all of the conditions set out in subsection 2.3(2) or 2.5(2) of the Rule. An individual who meets all of the applicable conditions will be able to transfer directly from one sponsoring firm to another and start engaging in activities requiring registration from the first day that they submit the Form 33-109F7. 2.6 Business locations (Form 33-109F4 and Form 33-109F7) The term “business location” is defined in section 1.1 of the Rule. If the business location specified in Item 9 of Form 33-109F4 or Item 5 of NI 33-109F7 is a residence, the individual must certify in both these forms that they give their consent for the regulator or, in Québec, the securities regulatory authority to enter the residence for the administration of securities legislation. 2.7 Ongoing fitness for registration Every registrant must maintain their fitness for registration on an ongoing basis. Under securities legislation, the regulator has discretionary authority to suspend or revoke an individual’s registration or to restrict it with terms and conditions at any time. The regulator may do this, for example, if it receives information through a notice of termination from an individual’s former sponsoring firm or any other source that raises concerns about the individual’s continued fitness for registration. Individuals will be given an opportunity to be heard before a decision is made to suspend or revoke registration or to impose terms and conditions. PART 3 – FORMS USED BY FIRMS 3.1 Form 33-109F6 When a firm submits a Form 33-109F6 to apply for registration, it may pay the regulatory fees to the applicable regulators by cheque or by using the NRD function called Resubmit Fee Payment. A firm that applies in multiple jurisdictions should submit its application to the regulator in the principal jurisdiction or, if Ontario is a non-principal jurisdiction, to the regulators in the principal jurisdiction and in Ontario. For more details refer to National Policy 11-204 Process for Registration in Multiple Jurisdictions. Under section 4A.1 of Multilateral Instrument 11-102 Passport System, the principal regulator for a foreign firm is the securities regulatory authority or regulator identified in Item 2.2(b) of the firms most recent Form 33-109F6 or Form 33-109F5 Change of Registration Information if the change noted in that form relates to Item 2.2(b) of Form 33-109F6. For firms without a head office in Canada or not already registered in a jurisdiction of Canada, Item 2.2(b) of Form 33-109F6 specifies that the principal regulator is the jurisdiction of Canada in which the firm expects to conduct most of its activities that require registration as at the end of its current financial year or conducted most of its activities that require registration as at the end of its most recently completed financial year. Firms should determine whether to base the selection on where they expect to conduct most of their activities or where they conducted most of their activities the previous year based on which they feel is most appropriate. The factors a firm should consider in identifying the principal regulator are: • the jurisdiction in which the firm has a business location, • when applying for dealer registration or adviser registration, the jurisdiction in which the firm expects to have most of its clients as at the end of its current financial year or the jurisdiction in which most of the firm's clients were located at the end of its most recently completed financial year, • when applying for investment fund manager registration, the jurisdiction in which the firm expects to conduct most of its investment fund manager activities as at the end of its current financial year or the jurisdiction in which most of the firm’s investment fund manager activities were conducted at the end of its most recently completed financial year, • when applying for investment fund manager registration and another category of registration, the jurisdiction in which firm expects to conduct most of the activities that require registration as at the end of its current financial year or conducted most of the activities that require registration as at the end of its most recently completed financial year based on the foregoing. Under section 4A.2 of Multilateral Instrument 11-102 Passport System, a securities regulatory authority or regulator has the discretion to change the principal regulator for the firm. 3.2 Form 33-109F5 A firm that is registered in multiple jurisdictions may submit a Form 33-109F5 to its principal regulator only to notify regulators of a change to the firm’s registration information, in accordance with subsection 3.1(6) of the Rule. 3.3 Form 33-109F3
A firm must notify the regulator of each business location in the jurisdiction. The term “business location” is defined in section 1.1 of the Rule and may include a residence where a firm's registered individuals are based for the purpose of carrying out activities that require registration. Firms certify in Item 22 of Form 33-109F4 that if the business location is a residence, the individual conducting business from that business location has completed a Form 33-109F4 certifying that they give their consent for the regulator or, in Québec, the securities regulatory authority to enter the residence for the administration of securities legislation. Firms submit this form through the NRD website. 3.4 Discretionary exemption for bulk transfers Regulators will consider an application for an exemption from certain requirements in the Rule to facilitate a reorganization or combination of firms which would otherwise require a large number of submissions to change business locations and transfer individuals. The information required, and the conditions to obtain, this type of exemption application are described in the attached Appendix C. 3.5 Form 33-109F1 Under section 4.2 of the Rule, a registered firm must notify the regulator no more than 10 days after an individual ceased to have authority to act on behalf of the firm, as a registered or permitted individual. Typically, this occurs due to the termination of the individual’s employment, partnership or agency relationship with the firm. However, it also occurs when an individual is reassigned to a different position at the firm that does not require registration or is not a permitted individual category. Form 33-109F1 is submitted through the NRD website to give notice of the cessation date and the reason for the termination or cessation. Under paragraph 4.2(1)(b) of the Rule, the information in Item 5 [Details about the termination] of a Form 33-109F1 must be submitted unless the cessation of authority to act on behalf of the firm was caused by the death of the individual. A firm can submit the information in Item 5 either at the time of the making the initial submission on NRD, if the information is available within that 10-day period, or within 30 days of the cessation date, by making an NRD submission entitled Update / Correct Termination Information. PART 4 – DUE DILIGENCE BY FIRMS 4.1 Obligations of former sponsoring firm After submitting a Form 33-109F1 with regard to a former sponsored individual, a firm should promptly send the individual a copy of the completed Form 33-109F1. Under subsections 4.2(3) and (4) of the Rule, within 10 days of a request by a former sponsored individual, a firm must provide the individual with a copy of the Form 33-109F1 that was submitted, and if necessary, a further copy that includes the information in Item 5 of the Form 33-109F1, within 10 days of submitting that information. 4.2 Obligations of new sponsoring firm In fulfilling its obligations under subsection 5.1(1) of the Rule, a firm should make reasonable efforts to do all of the following: • establish written policies and procedures to verify an individual’s information prior to submitting a Form 33-109F4 or Form 33-109F7 on behalf of the individual • document the firm’s review of an individual’s information in accordance with the firm’s policies and procedures • regularly remind registered and permitted individuals about their disclosure obligations under the Rule, such as notifying the regulator about changes to their registration information Under subsection 5.1(2) of the Rule, within 60 days of hiring a sponsored individual, a firm must obtain a copy of the most recent Form 33-109F1, if any, for the individual. If a sponsoring firm cannot obtain it from the sponsored individual, as a last resort the sponsored individual should request it from the regulator. The information referred to above will assist the firm in meeting its obligations under subsection 5.1(1) of the Rule and should inform the firm’s hiring decisions. If an individual is hired before a completed Form 33-109F1 is available and if the firm discovers an inconsistency in the individual’s disclosure to the firm or the regulator, then the firm should take appropriate action. All of the required information should be available within 60 days of hiring the individual, which will often fall within the individual’s probation period under their employment or agency contract. PART 5 – COMMODITY FUTURES ACT SUBMISSIONS 5.1 Ontario
In Ontario, if a person or company is required to make a submission under both the Rule and OSC Rule 33-506 (Commodity Futures Act) Registration Information with respect to the same information, the securities regulatory authority is of the view that a single filing on a form required under either rule satisfies both requirements. 5.2 Manitoba In Manitoba, the Rule is a rule under each of the Securities Act and the Commodity Futures Act. A single submission with respect to the same information will satisfy the requirements of both statutes.
Appendix A Summary of Notice Requirements in National Instrument 33-109 Description of Change Notice Period Firms – Form 33-109F6 information Part 1 – Registration details Part 2 – Contact information, including head office address (except 2.4) Item 2.4 –Agent and Address for service [Items 3 and 4 of Schedule B to Form 33-109F6] Part 3 – Business history & structure Part 4 – Registration history Part 5 – Financial condition Part 6 – Client relationships Part 7 – Regulatory action Part 8 – Legal action Firms – other notice requirements Open / change of business location (other than head office) Termination / Cessation of Authority of a registered or permitted individual – Items 1 – 4 Item 5 Individuals – Form F4 information Item 1 – Name Item 2 – Address Item 3 – Personal information No update required Item 4 – Citizenship Item 5 – Registration jurisdictions Item 6 – Individual categories Item 7 – Address for service Item 8 – Proficiency Item 9 – Location of employment Item 10 – Current employment Item 11 – Previous employment Item 12 – Terminations Item 13 – Regulatory disclosure Item 14 – Criminal disclosure Item 15 – Civil disclosure Item 16 – Financial disclosure Item 17 – Ownership of securities Section Form submitted by e-mail, fax or mail 10 days 3.1(1)(b) Form 33-109F5 10 days 10 days Schedule B to Form 33- 3.1(4) 109F6 Submission to jurisdiction 30 days 3.1(1)(a) 10 days 10 days Form 33-109F5 3.1(1)(b) 10 days 10 days 10 days in NRD format Form 33-109F3 10 days 3.2 10 days 4.2(2)(a) Form 33-109F1 30 days 4.2(2)(b) in NRD format 10 days 4.1(1)(b) 10 days 4.1(2) 30 days 4.1(1)(a) 10 days 10 days 4.1(1)(b) Form 33-109F5 10 days 10 days 10 days 10 days 30 days 4.1(1)(a) 10 days 10 days 4.1(1)(b) 10 days 10 days 10 days 10 days
Description of Change Notice Period Change of F4: registrant position or relationship with sponsoring firm / permitted status Review of a Permitted individual after appointment Automatic reinstatement of registration within 90 days of cessation subject to conditions Section Form submitted 10 days 4.1(4) Form 33-109F2 10 days Form 33-109F4 or 2.5 Form 33-109F7, subject to conditions date 2.3(2) Form 33-109F7
Appendix B Contact Information for the Regulators and IIROC • Part 1 provides the regulators’ contact information for registrants in all categories, except for those in the jurisdictions and categories listed in Part 2 • Part 2 below, provides IIROC’s contact information in the jurisdictions where IIROC performs registration functions for representatives of investment dealers and, in some cases, for investment dealer firms PART 1 – Regulators’ Contact Information Alberta e-mail: registration@asc.ca fax: (403) 297-4113 Alberta Securities Commission Suite 600, 250–5th St. SW Calgary, AB T2P 0R4 Registration department Manitoba e-mail: registrationmsc@gov.mb.ca fax: (204) 945-0330 The Manitoba Securities Commission 500-400 St. Mary Avenue Winnipeg, MB R3C 4K5 Attention: Registrations Newfoundland and Labrador e-mail: scon@gov.nl.ca fax: (709) 729-6187 Superintendent of Securities, Service NL Government of Newfoundland and Labrador P.O. Box 8700, 2nd Floor, West Block Confederation Building St. John's, NL A1B 4J6 Attention: Registration Section Nova Scotia e-mail: nrs@novascotia.ca fax: (902) 424-4625 Nova Scotia Securities Commission Suite 400, 5251 Duke Street Halifax, NS B3J 1P3 Attention: Registration British Columbia e-mail: registration@bcsc.bc.ca fax: (604) 899-6506 British Columbia Securities Commission P.O. Box 10142, Pacific Centre 701 West Georgia Street Vancouver, BC V7Y 1L2 Attention: Registration New Brunswick e-mail: nrs@fcnb.ca fax:(506) 658-3059 Financial and Consumer Services Commission of New Brunswick / Commission des services financiers et des services aux consommateurs du Nouveau-Brunswick Suite 300, 85 Charlotte Street Saint John, NB E2L 2J2 Attention: Registration Officer Northwest Territories e-mail: SecuritiesRegistry@gov.nt.ca fax: (867) 873-0243 Government of the Northwest Territories Department of Justice P.O. Box 1320 Yellowknife, NWT X1A 2L9 Attention: Exemption Review Staff Nunavut e-mail: CorporateRegistrations@gov.nu.ca fax: (867) 975-6594 Government of Nunavut Department of Justice P.O. Box 1000 Station 570 Iqaluit, NU X0A 0H0 Attention: Deputy Registrar
Ontario Telephone: (416) 593-8314 e-mail: registration@osc.gov.on.ca Ontario Securities Commission 22 nd Floor 20 Queen Street West Toronto, ON M5H 3S8 Attention: Compliance and Registrant Regulation Québec e-mail: inscription@lautorite.qc.ca fax : (514) 873-3090 Autorité des marchés financiers Direction de l'encadrement des intermédiaires 800 square Victoria, 22e étage C.P 246, Tour de la Bourse Montréal (Québec) H4Z 1G3 Yukon e-mail: securities@gov.yk.ca fax: (867) 393-6251 Government of Yukon Superintendent of Securities P.O. Box 2703 Whitehorse, YT Y1A 2C6 Attention: Superintendent of Securities PART 2 – Investment Industry Regulatory Organization of Canada Contact Information ** registration of investment dealer firms and their representatives ** * registration of investment dealer representatives * ** Alberta – IIROC ** ** Saskatchewan- IIROC ** e-mail: registration@iiroc.ca fax: (403) 265-4603 #2300, 355- 4 th Avenue SW, Calgary, AB T2P 0J1 Attention: Registration department ** Newfoundland and Labrador – IIROC ** * Ontario – IIROC * e-mail: registration@iiroc.ca fax: (416) 364-9177 Suite 2000, 121 King Street West Toronto, ON M5H 3T9 Attention: Registration department Prince Edward Island e-mail: ccis@gov.pe.ca fax: (902) 368-5283 Securities Office Department of Community Affairs and Attorney General P.O. Box 2000, 95 Rochford Street Charlottetown, PE C1A 7N8 Attention: Superintendent of Securities Saskatchewan e-mail: registrationsfsc@gov.sk.ca fax: (306) 787-5871 Financial and Consumer Affairs Authority of Saskatchewan Suite 601 1919 Saskatchewan Drive Regina, SK S4P 4H2 Attention: Registration **British Columbia – IIROC** e-mail: registration@iiroc.ca fax: 604-683-3491 1055 West Georgia Street Suite 2800 – Royal Centre Vancouver, BC V6E 3R5 Attention: Registration department * Québec – IIROC * e-mail: registration@iiroc.ca fax: (514) 878-0797 Organisme canadien de réglementation du commerce des valeurs mobilières 5 Place Ville Marie Bureau 1550 Montréal (Québec) H3B 2G2 Attention : Service des inscriptions
Appendix C Discretionary Exemption for Bulk Transfers of Business Locations and Individuals (1) If a registered firm is acquiring a large number of business locations (for example, as a result of an amalgamation or asset purchase) from one or more other registered firms that are located in the same jurisdiction(s) and registered in the same categories as the acquiring firm, and if a significant number of individuals are associated on NRD with the business locations, the regulator will consider granting an exemption from any or all of the following requirements: (a) to submit a notice regarding the termination of each employment, partner, or agency relationship under section 4.2 of the Rule; (b) to submit a registration application or a reinstatement notice for each individual seeking to be a registered individual under section 2.2 or 2.3 of the Rule; (c) to submit a Form 33-109F4 or Form 33-109F7 for each permitted individual under section 2.5 of the Rule; (d) to notify the regulator of a change to the business location information in Form 33-109F3 under section 3.2 of the Rule. (2) The exemption application should be submitted by the registered firm that will acquire control of the business locations at the closing of the transaction and should be submitted well in advance of the date (transfer date) on which the business locations will be transferred. It would typically be sufficient if a firm submits the application at least 30 days before the transfer date. An application for this type of exemption should include the following information: (a) the name and NRD number of the registered firm that will acquire control of the business locations; (b) for each registered firm that is transferring control of the business locations; (i) the name and NRD number of the registered firm, (ii) the address and NRD number of each business location that is being transferred from the registered firm named in (b)(i) to the registered firm named in (a), (iii) the date that the business locations and individuals will be transferred to the registered firm named in (a). (3) If the exemption is granted, as soon as practicable after the transfer date, the regulator will instruct the NRD administrator to record on NRD the transfer of the business locations, registered individuals and permitted individuals. (4) Bulk transfers involving firms that are registered in different categories or different jurisdictions may need to take additional steps. Firms involved in such a transaction should contact their principal regulator to discuss what steps are required for the firm to be eligible for a bulk transfer exemption as described above. (5) A firm applying for this type of exemption in more than one jurisdiction should refer to National Policy 11-203 Process for Exemption Applications in Multiple Jurisdictions for guidance on the form of application and the information required. The firm may set out the information referred to in (2) as follows: A) Registered firm that will acquire the business locations Name: Firm NRD number: B) Registered firm transferring the business locations Name: Firm NRD number: Business locations that will be transferred Address of business location: NRD number of business location: Address of business location: NRD number of business location: (Repeat for each business location as necessary) C) Date that business locations will be transferred:
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