What are the Canadian securities registration requirements for foreign firms that advise Canadian clients?

Engaging in the business of advising or trading in securities in Canada requires registration in each Canadian province or territory where the activities are undertaken, unless the firm or individual is relying on an exemption from the registration requirement. The three most common securities registration categories in Canada are investment adviser, investment dealer, and investment fund manager.  

Engaging in the business of advising in securities requires registration as an “adviser”.

Engaging in the business of trading in securities requires registration as a “dealer”.

Registration as an “investment fund manager” is required if a person or company directs or manages the business, operations or affairs of one or more investment funds.

Are there any exemptions for foreign firms?

There are several exemptions to the registration requirements for foreign firms, some of which include:

– International Adviser Exemption

– International Sub-Adviser Exemption

– International Dealer Exemption

While they each have their limitations, the international adviser exemption, international sub-adviser exemption, and international dealer exemption may be an option for certain foreign advisers. Please contact Registrant Law to learn the details about the exemptions and whether you qualify.

How can a foreign firm with Canadian clients get registered with the Canadian securities regulators?

Some foreign firms may wish to become registered with the Canadian securities regulatory authorities instead, for example, with the Ontario Securities Commission or the British Columbia Securities Commission.  They may not qualify for the registration exemptions or may wish to conduct activities beyond what is permitted under the exemptions.  There are numerous initial and ongoing requirements for registration, and individuals must meet certain industry experience and/or education requirements.  Registrant Law helps foreign firms and individuals better understand the Canadian securities registration requirements and the process for registrations.

This article is an overview only and does not constitute legal advice. It is not intended to be a complete statement of the law or the proposed regulations. You should not act upon the information in this article without a thorough examination of the law or proposed regulations as applied to the facts of your situation.

Nancy Mehrad