Articles

Investment fund manager registration depends on substance rather than titles. Determining whether registration is required involves identifying whether the vehicle is an investment fund, who directs its business, operations and affairs, whether there is a sufficient territorial connection to the applicable Canadian jurisdiction, and whether any registration exemption applies.

Effective client onboarding is essential to regulatory compliance for exempt market dealers (EMDs). This article outlines the principal onboarding documents Ontario EMDs should maintain under NI 31-103, including KYC and AML documentation, suitability assessments, conflict disclosures, investor risk acknowledgements, consent forms, and books-and-records requirements.

When raising capital through an exempt market dealer, the EMD agreement defines regulatory risk allocation. This article outlines how Ontario issuers and EMDs should structure and draft EMD agreements, covering scope of services, compliance obligations, compensation, filings, indemnities, conflicts, and termination to ensure a regulator-defensible distribution.

Many exempt market dealers encounter regulatory issues due to scope misalignment, weak onboarding and suitability processes, custody and capital errors, or inadequate conflict disclosure. This article outlines the most common EMD registration pitfalls in Ontario and provides practical guidance on how firms can structure controls to avoid enforcement risk.

A policies and procedures manual (PPM) must be a living compliance document. This article outlines how Ontario registrants can audit their PPM under NI 31-103, including review scope, testing of actual practices, regulator focus areas, remediation steps, and how a documented audit cycle strengthens governance and enforcement defensibility.

Role confusion between issuers, exempt market dealers, and advisers is a frequent source of regulatory risk. This article clarifies the legal responsibilities of each party in Ontario’s exempt market, explains how their roles intersect, and outlines practical steps to allocate duties clearly and avoid unregistered dealing or advising.

An exempt market dealer in Canada acts as the registered intermediary for private capital raises under prospectus exemptions. This article explains what EMDs do in practice, when issuers must engage one, how NI 31-103 and NI 45-106 apply, and how using an EMD can reduce registration, eligibility, and compliance risk.

Raising capital under prospectus exemptions in Canada does not automatically eliminate dealer registration risk. This article explains how Ontario fund sponsors can determine whether they may raise capital directly or must engage an exempt market dealer, focusing on the “in-the-business” test, solicitation, compensation, and practical compliance controls.