Delegation to CIRO of Registration Function for Investment Dealers, Mutual Fund Dealers and Future Commission Merchants Frequently Asked Questions

Effective April 1, 2025, the Ontario Securities Commission (OSC) will delegate the registration function for firms registered as investment dealers, mutual fund dealers and futures commission merchants, and the individuals who act on their behalf, to the Canadian Investment Regulatory Organization (CIRO) (the Delegation). The OSC retains concurrent authority for the delegated powers and duties and CIRO’s performance of the delegated powers and duties will be subject to an enhanced risk-based framework of ongoing oversight by the OSC.

For more information on the Delegation, please refer to the delegation order.

OSC staff is providing the following guidance on operational issues relating to the Delegation. Note that this guidance only relates to securities law requirements and does not address CIRO membership requirements. CIRO will be publishing further guidance and information on registration applications and filings for delegated categories. The objective is to set out a streamlined and coordinated process for both registration and membership approval procedures that will be handled by CIRO.

If you are not a CIRO member firm, or are not applying to be one, please review the registration and compliance information published on the OSC website for further guidance on registration matters.

We will update this guidance after we have had the opportunity to assess how the Delegation is being operationalized by the OSC, CIRO and registrants.

The responses set out below represent the views of OSC staff and do not constitute legal advice.

General

Question	Response
What is the OSC delegating to CIRO?	The OSC is delegating to CIRO the registration function for the following registration categories: Firm categories Investment dealer Mutual fund dealer Futures commission merchant Individual categories (at the above noted firms) Ultimate designated person (UDP) Chief compliance officer (CCO) Dealing representative Salesperson of a futures commission merchant Partner of a futures commission merchant Officer of a futures commission merchant This includes the review and approval of both initial applications for registration and ongoing changes to registration information. The OSC is also delegating to CIRO the review function for permitted individuals at investment dealers, mutual fund dealers and futures commission merchants. If a firm or individual is applying for registration in multiple categories, or is registered in multiple categories, where any one of those categories has not been delegated to CIRO, they will be subject to a coordinated review and approval by both the OSC and CIRO.
What is currently delegated to CIRO? (Prior to April 1, 2025)	In Ontario, only the registration function for individuals, and the review of permitted individuals, at investment dealers and futures commission merchants is currently delegated to CIRO. The OSC is currently responsible for all investment dealer, mutual fund dealer and futures commission merchant firm registrations, in addition to individual registration and review of permitted individuals for mutual fund dealers.
When will the delegation take place?	April 1, 2025.
Is this change Canada wide?	The guidance in this document is specific to Ontario. Other Canadian securities regulators are working to delegate certain registration functions to CIRO. We encourage registrants to contact their principal regulator or CIRO staff with any questions.
What categories of registration are not being delegated to CIRO?	The registration function for the following firm categories, and the individuals who act on their behalf, is not being delegated to CIRO at this time: Portfolio manager Exempt market dealer Investment fund manager Restricted dealer Restricted portfolio manager Scholarship plan dealer Commodity trading adviser Commodity trading counsel Commodity trading manager Also not being delegated to CIRO is the registration function for certain mutual fund dealer firms that rely on legacy exemptive relief from the requirement to be members of the former Mutual Fund Dealers Association of Canada (and are presently exempt from CIRO membership). At this time, the registration functions for these firms and individuals will remain with the OSC.
Will the OSC consider delegating additional registration functions to CIRO in the future?	In the future, we will consider the delegation of additional registration functions to CIRO.
What does this mean for applications for registration and submissions that are in-progress when the delegation takes place?	OSC and CIRO staff will work together to help ensure a smooth transition of registration responsibilities. OSC staff will continue to review applications for registration and other submissions filed with the OSC before April 1, 2025. This includes applications filed by both firms and individuals. For an interim period following April 1, 2025, in relation to applicants and registrants whose principal jurisdiction is Ontario, the OSC will also assist CIRO by conducting background checks on firms and individuals which may include assisting with certain conduct matters. For this reason, you may still be contacted by OSC staff regarding your application or submission.
Will we still be using the National Registration Database (NRD)?	Yes. When an individual seeks registration or review as a permitted individual, the individual must continue to complete and file a Form 33-109F4 Registration of Individuals and Review of Permitted Individuals (Form 33-109F4), and pay the applicable fee, through NRD. NRD will direct the application to the OSC or CIRO, as appropriate, reflecting the newly delegated responsibilities to CIRO. Once registered, individuals must also make filings relating to changes to their registration information through NRD. More information on applying for registration is available on the OSC website.
Will the information that firms and individuals are required to submit to the regulator change?	No. There will be no change to the information that firms and individuals are required to submit with respect to applications for registration and updates to registration information. Firms and individuals will still be required to use the forms to National Instrument 33-109 Registration Information (NI 33-109). More information on the NI 33-109 Forms is available on the OSC website. CIRO will be publishing further guidance to assist firms with the filing requirements for both approvals and delegated registration matters.

Compliance Examinations

Question

Response

What is changing with respect to compliance examinations of firms?

CIRO will continue to conduct compliance examinations of investment dealers, mutual fund dealers and futures commission merchants.

The OSC will continue to conduct compliance examinations of:

Portfolio managers
Exempt market dealers
Investment fund managers
Restricted dealers
Restricted portfolio managers
Scholarship plan dealers
Commodity trading advisers
Commodity trading counsels
Commodity trading managers

Going forward, the OSC will implement an enhanced framework of ongoing oversight of the delegated powers and duties and intends to perform risk-based direct compliance examinations of CIRO member firms.

More information on how the OSC conducts compliance examinations is available on the OSC website.

Firm Registration

Question	Response
How to register a firm	If a firm is seeking to apply for registration as an investment dealer, mutual fund dealer and/or futures commission merchant in Ontario, it must file a Form 33-109F6 Firm Registration (Form 33-109F6) with CIRO. It can do this by including a completed Form 33-109F6 with its CIRO Membership Application. This applies to firms seeking to apply as “dual registered firms” as well. For more information, please refer to Becoming a Dealer at ciro.ca. If a firm is seeking registration as an investment dealer, mutual fund dealer and/or futures commission merchant combined with a registration category that has not been delegated to CIRO (for example, investment fund manager), it must file the Form 33-109F6 with both the OSC and CIRO. In these circumstances, the applications will be reviewed by both the OSC and CIRO staff. If Ontario is not the principal regulator of a firm seeking registration in Ontario, the firm must still file a Form 33-109F6 with CIRO or the OSC (as applicable based on the foregoing) in addition to filing the Form 33-109F6 with its principal regulator. More information on applying for registration as a firm is available on the OSC website.
How should registered firms keep the information they provide to the OSC and CIRO up-to-date?	Registered firms are required to notify the regulator, within specified times, of any changes to the information in their Form 33-109F6 by submitting a Form 33-109F5 Change of Registration Information (Form 33-109F5). If the firm is registered as an investment dealer, mutual fund dealer and/or futures commission merchant, and its principal regulator is Ontario, it must file the Form 33-109F5 with CIRO. CIRO will be publishing guidance on how to file a registration update with them. If the firm is registered as an investment dealer, mutual fund dealer and/or futures commission merchant combined with a registration category that has not been delegated to CIRO, it must file the Form 33-109F5 with both the OSC and CIRO. The Form 33-109F5 will be reviewed by both the OSC and CIRO staff. More information on updating registration is available on the OSC website.
Providing notice under sections 11.9 [Registrant acquiring a registered firm’s securities or assets] and 11.10 [Registered firm whose securities are acquired] of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103)	The OSC is delegating to CIRO the power to object to or approve acquisitions for which notices under sections 11.9 and 11.10 of NI 31-103 have been provided by firms registered in the categories of investment dealer and mutual fund dealer and/or by their registered individuals. Notices under section 11.9 If a registrant providing notice under section 11.9 of NI 31-103 is an investment dealer, mutual fund dealer or individual registered with an investment dealer or mutual fund dealer, and its head office or the individual’s business location is in Ontario, it must provide notice to CIRO. If the registrant is also registered in a category that has not been delegated to CIRO (for example, investment fund manager), it must provide notice to both CIRO and the OSC. Staff at both CIRO and the OSC will review the notice. If the registrant providing notice under section 11.9 of NI 31-103 is an investment dealer, mutual fund dealer or individual registered on behalf of an investment dealer or mutual fund dealer, and the firm it is seeking to acquire is registered in a category that has not been delegated to CIRO, it must provide notice to both CIRO and the OSC. Staff at both CIRO and the OSC will review the notice. Providing notice under section 11.9 in more than one jurisdiction The registrant must also comply with subsection 1.3(4) of NI 31-103 which states that if the principal regulator of the registrant and the principal regulator of the firm that the registrant is seeking to acquire are not the same, the registrant must provide the notice to the regulators in both jurisdictions. Notices under section 11.10 If a registered firm providing notice under section 11.10 of NI 31-103 is an investment dealer and/or mutual fund dealer, and its head office is in Ontario, it must provide notice to CIRO. If the registered firm is also registered in a category that has not been delegated to CIRO, it must provide notice to both CIRO and the OSC. Staff at both CIRO and the OSC will review the notice. Notices filed before April 1, 2025 OSC staff will continue to review any notices provided to the OSC before April 1, 2025. For more information on preparing a notice under section 11.9 or 11.10 of NI 31-103 please see the forms and documents page on the OSC website. CIRO will be publishing guidance on how to file a section 11.9 or 11.10 notice with them.
Applying for exemptive relief	If a firm wishes to apply for exemptive relief from a requirement in securities legislation (e.g., the Securities Act (Ontario), NI 31-103, NI 33-109), or the Commodities Futures Act (Ontario) and its regulations, the application must still be filed with the OSC. More information on applying for discretionary relief Is available on the OSC website.
Surrendering firm registration	If a firm is registered as an investment dealer, mutual fund dealer and/or futures commission merchant and it wishes to surrender one or all of those registration categories after April 1, 2025, it must apply to CIRO. CIRO will be publishing guidance on how to apply to surrender a registration with them. If a firm is registered as an investment dealer, mutual fund dealer and/or futures commission merchant combined with a registration category that has not been delegated to CIRO and it wishes to surrender one or all of those registration categories, it must also apply to both CIRO and the OSC. More information on surrendering registration is available on the OSC website. Applications to surrender registration as an investment dealer, mutual fund dealer and/or futures commission merchant combined with another registration category that has not been delegated to CIRO, will be reviewed by both the OSC and CIRO staff.

Individual Registration

Question	Response
How to register an individual	When an individual seeks registration or review as a permitted individual, the individual must continue to complete and file a Form 33-109F4 through NRD. NRD will direct the application to the OSC or CIRO, as appropriate. Applications to act on behalf of an investment dealer, mutual fund dealer, futures commission merchant and another registration category that has not been delegated to CIRO, will be reviewed by both the OSC and CIRO staff. More information on applying for registration as an individual is available on the OSC website.
Relief from proficiency requirements for an individual	The OSC is delegating to CIRO the Director’s authority to grant relief from the proficiency requirements in NI 31-103 for dealing representatives and chief compliance officers of mutual fund dealers and the proficiency requirements in the Commodities Futures Act (Ontario) for individuals registered to act on behalf of futures commission merchants. Individuals who wish to become registered as a dealing representative or chief compliance officer of a mutual fund dealer, and who are unable to comply with the proficiency requirements set out in part 3 of NI 31-103, must submit an application for an exemption to CIRO. Individuals who wish to become registered to act on behalf of a futures commission merchant, and who are unable to comply with the proficiency requirements set out in section 37 or section 38 of the regulation under the Commodities Futures Act (Ontario), must submit an application for an exemption to CIRO. CIRO will be publishing guidance on how to apply for proficiency relief with them. Please note that the proficiency requirements for individuals who act on behalf of investment dealers are in the CIRO rules.
Background checks and conduct matters	For a period following April 1, 2025, in relation to applicants and registrants whose principal jurisdiction is Ontario, the OSC will assist CIRO with the review of applications for registration and ongoing suitability for registration by conducting background checks on individuals and assisting with certain conduct matters. For this reason, you may still be contacted by OSC staff regarding your application or submission.

Question

Response

How to register an individual

When an individual seeks registration or review as a permitted individual, the individual must continue to complete and file a Form 33-109F4 through NRD.

NRD will direct the application to the OSC or CIRO, as appropriate.

Applications to act on behalf of an investment dealer, mutual fund dealer, futures commission merchant and another registration category that has not been delegated to CIRO, will be reviewed by both the OSC and CIRO staff.

More information on applying for registration as an individual is available on the OSC website.

Relief from proficiency requirements for an individual

The OSC is delegating to CIRO the Director’s authority to grant relief from the proficiency requirements in NI 31-103 for dealing representatives and chief compliance officers of mutual fund dealers and the proficiency requirements in the Commodities Futures Act (Ontario) for individuals registered to act on behalf of futures commission merchants.

Individuals who wish to become registered as a dealing representative or chief compliance officer of a mutual fund dealer, and who are unable to comply with the proficiency requirements set out in part 3 of NI 31-103, must submit an application for an exemption to CIRO.

Individuals who wish to become registered to act on behalf of a futures commission merchant, and who are unable to comply with the proficiency requirements set out in section 37 or section 38 of the regulation under the Commodities Futures Act (Ontario), must submit an application for an exemption to CIRO.

CIRO will be publishing guidance on how to apply for proficiency relief with them.

Please note that the proficiency requirements for individuals who act on behalf of investment dealers are in the CIRO rules.

Background checks and conduct matters

For a period following April 1, 2025, in relation to applicants and registrants whose principal jurisdiction is Ontario, the OSC will assist CIRO with the review of applications for registration and ongoing suitability for registration by conducting background checks on individuals and assisting with certain conduct matters. For this reason, you may still be contacted by OSC staff regarding your application or submission.