Comment enregistrer une entreprise

A firm applying for registration with the OSC must first enroll with the National Registration Database (NRD) to obtain its NRD number. Enrolling with NRD enables the firm to submit individual registration filings and select firm filings to the OSC electronically.

For more details, refer to:

• National Instrument 31-102 National Registration Database
• OSC Rule 31-509 National Registration Database (Commodity Futures Act)

If the firm is applying for registration as a dealer, adviser or investment fund manager under Ontario’s Securities Act  only in Ontario, complete Form 33-109F6 Firm Registration and submit it to the OSC.

Registering in more than one province or territory

Except for restricted dealers, firms must use the passport and interface system if they want to register in more than one province or territory:

• if the OSC is the principal regulator, submit Form 33-109F6 and all supporting documents only to the OSC
• if the OSC is not the principal regulator, submit Form 33-109F6 and all supporting documents to the principal regulator and submit a copy of the form to the OSC without the supporting documents

Once registered in any jurisdiction, firms can apply to register in additional provinces or territories. For more information, please refer to changing categories or jurisdictions.

A firm should also follow this process when applying simultaneously for registration under Ontario’s Securities Act and Commodity Futures Act.

Restricted dealer

A firm applying to register as a restricted dealer cannot use the passport and interface system and must submit a separate Form 33-109F6 to each regulator. For more information on restricted dealers, please refer to part 7 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103).

Investment dealer

A firm seeking registration as an investment dealer must also apply separately with the Investment Industry Regulatory Organization of Canada (IIROC).

Mutual fund dealer

A firm seeking registration as a mutual fund dealer must also apply separately with the Mutual Fund Dealers Association of Canada (MFDA).

If the firm is applying for registration as a dealer, adviser or investment fund manager under Ontario’s Commodity Futures Act only in Ontario, complete Form 33-506F6 Firm Registration and submit it to the OSC through the filing portal. Firms are not required to answer questions 1.4(a), 2.6 and 6.2 on the form. You may also wish to refer to OSC Rule 33-506 Registration Information.

Registering in more than one province or territory

If the firm wants to register in more than one province or territory, it must submit a separate application to each province’s or territory’s regulator. Once registered in any jurisdiction, firms can apply to register in additional provinces or territories. For more information, please refer to changing categories or jurisdictions.

Futures commission merchant

A firm seeking registration as a futures commission merchant must also apply separately with IIROC.

Form 33-109F6

When a firm has determined which category of registration they wish to apply under, they must complete and file Form 33-109F6 Firm Registration in accordance with Ontario’s Securities Act, if applying for registration in Ontario. A firm must also submit the applicable supporting documents identified in Form 33-109F6 along with its completed form, and submit everything through the OSC’s electronic filing portal.

Please ensure that all required supporting documents related to Form 33-109F6 are submitted along with the application itself, as one single package, in order to avoid delays.

Information on how to complete the registration application Form 33-109F6 is explained in detail in the Guide to Completing and Filing a Firm Registration Application. Applicants are encouraged to refer to the guide before submitting any documents to the OSC.

Form 33-506F6

Form 33-506F6 for firms seeking registration under Ontario’s Commodity Futures Act is completed in a similar manner to Form 33-109F6. Please refer to the Guide to Completing and Filing a Firm Registration Application to assist with the completion of Form 33-506F6.

The firm application fee for registering under Ontario’s Securities Act is $1,300, regardless of the number of categories you apply for. An additional fee of $1,300 is required for firm applications under Ontario’s Commodity Futures Act. Refer to fees for more information.

Once your application is submitted, you will be contacted by OSC registration staff who will provide you with instructions on how to pay the firm application fee which, generally, is paid through the firm’s electronic fund transfer account on NRD.

Where a firm is exempt from the requirement to pay fees through NRD, the firm will remit the fees to the OSC via cheque or wire transfer.

If the firm is applying for registration in other jurisdictions, additional regulatory fees are required for those jurisdictions. These are indicated on, and can be paid through, NRD.

The process of registration under this system is set out in National Policy 11-204 Process for Registration in Multiple Jurisdictions and Multilateral Instrument 11-102 Passport System. This system allows the firm   to submit the application with its principal regulator, which reviews the application on behalf of all the regulators in the other jurisdictions (the non-principal regulators) in which the firm is applying for registration. The firm communicates only with the principal regulator.

If the OSC is the principal regulator, the application is processed under the passport system. The OSC conducts a review of the application and its decision is effective in the other jurisdictions.

If the OSC is not the principal regulator, the application is processed under the interface system. The principal regulator reviews the application and the OSC decides whether to opt in or opt out of the principal regulator’s decision. The OSC can perform its own review.

Approval is based on the information provided in the registration application form and supporting documents, through background checks of individuals, public information and from other information we may request.

Firms which have submitted an application to the OSC will be added to NRD in a pending state. We will then request the firm to submit their registration application fees, generally through their electronic funds transfer account with NRD.

We will review the application and will communicate with the firm by providing comments and/or requesting additional information when necessary. A filing that is “complete” means a filing of acceptable quality that contains the necessary analysis and addresses relevant issues. An incomplete or deficient application will delay the review process.

When considering your application, we conduct a pre-registration meeting with the key principals of the firm, including the proposed chief compliance officer, the ultimate designated person, or both to:

• understand the firm’s business objectives
• provide guidance
• determine whether the firm has the appropriate individuals and compliance structure in place to meet the ongoing regulatory requirements for registered firms.

If it appears that the firm is not suitable for registration or that the proposed registration would be objectionable based on public interest, the OSC may refuse the registration or grant the registration subject to terms and conditions. In these cases, OSC staff will send the applicant firm a letter providing written notice of its recommendation regarding registration and brief reasons for it. This is referred to as a Letter of Brief Reasons. Section 31 of Ontario’s Securities Act and Section 23(3) of Ontario’s Commodity Futures Act then provides the applicant with an opportunity to be heard before the Director prior to a decision being made concerning staff’s recommendation.

We are committed to reviewing and processing your applications promptly and professionally, while fulfilling our regulatory responsibilities to address any compliance or policy issues that may arise.

Our service commitment is to acknowledge your application within 5 working days (target is for 95% or more of all filings received). For new business applications which have met the prescribed conditions which are described in the following paragraph, we will make a decision on your application within 90 working days (target is for 80% or more of all filings received). Firms are notified by e-mail when their registration is approved.

Prescribed conditions for new business applications are that:

• you are a non-SRO applicant
• all questions are answered with sufficient detail
• all regulatory obligations are met
• there are no concerns with your fitness for registration
• you respond to our request for information in a timely manner

Although we strive to meet or exceed our service commitments, certain key factors  may affect the timeliness of our decision:

• the completeness and accuracy of your filings
• the complexity of the issues they raise
• timeliness of your response to our request for information
• concerns with your fitness for registration

If you have questions about the registration process, please contact us.

If you have questions about registering under your particular circumstances, you should seek professional advice. As a regulatory agency, the OSC cannot provide legal or other professional advice.