Registrant & Exempt Market Compliance
We provide practical, business-aligned compliance and registration support for EMDs, PMs, IFMs, and other exempt market participants.
How We Help
NI 31-103 Compliance (EMDs, PMs & IFMs)
- Registration analysis and exemption planning
- KYC/KYP/suitability processes, product due diligence, and CRM2/CFR compliance
- Policies, procedures, supervision frameworks, and compliance manuals
Registrant Applications, Support & Filings
- Firm and individual registration applications
- NRD filings, ownership/control submissions, and proficiency assessments
- Marketing and website/social media compliance review
Compliance Reviews
- Mock audits, remediation plans, and compliance testing
- Internal reviews and ongoing advisory retainers
- Staff training and CCO coaching
Regulatory Inquiries & Reviews
- Response strategy to regulator staff inquiries, sweeps, and data requests
- Voluntary remediation, settlements, and undertakings
- Internal investigations and board-level reporting
- Preparation for regulatory examinations
Typical Clients: Exempt market dealers, portfolio managers, investment fund managers, and issuers distributing their own securities.
Registrant & Exempt Market Compliance FAQ
General information only. Not legal advice. Viewing this content does not create a solicitor-client relationship.
Investment fund manager registration is required under NI 31-103 where a person or company directs or manages the business, operations, or affairs of an investment fund in Ontario. The analysis turns on whether the fund meets the definition of an “investment fund” under the Securities Act (Ontario) and whether management functions are carried out in Ontario or from Ontario.
Activities such as establishing the fund, overseeing service providers, determining valuation policies, and supervising compliance may support investment fund manager registration. Registration is activity-based and must be assessed before launch and on an ongoing basis.
Portfolio manager registration is triggered where a person is in the business of advising others with respect to investing in, buying, or selling securities, and exercises discretionary investment authority. This analysis is conducted under the Securities Act (Ontario) and NI 31-103.
Managing a pooled fund’s securities portfolio on a discretionary basis will generally require portfolio manager registration unless a specific exemption applies. The focus is on the substance of advisory activity, compensation structure, and whether the manager holds itself out as providing investment advice.
Exempt market dealer registration is required where a person or entity is in the business of trading securities in reliance on prospectus exemptions. This includes active solicitation, repeated capital raising, and receipt of transaction-based compensation.
The analysis considers factors such as frequency of trades, direct contact with investors, marketing activity, and compensation tied to capital raised. Sponsors who regularly distribute fund securities in Ontario may require registration unless distributions are conducted through a registered dealer.
Yes. Section 8.5 of NI 31-103 provides an exemption from dealer registration where trades are conducted through a registered dealer that has entered into a written agreement and takes responsibility for compliance with dealer obligations.
In practice, many fund sponsors distribute securities through a registered exempt market dealer to avoid triggering their own dealer registration. The exemption requires that the registered dealer meaningfully conduct the trading activity and fulfill its KYC, suitability, and supervisory obligations.
Registered firms under NI 31-103 must comply with know-your-client (KYC), know-your-product (KYP), and suitability obligations. These requirements are set out in Part 13 of NI 31-103 and related Companion Policy guidance.
Registrants must collect sufficient information about clients’ financial circumstances, risk tolerance, investment objectives, and time horizon. They must also understand the products they recommend or distribute and ensure that each trade or recommendation is suitable for the client at the time it is made.
NI 31-103 requires registered firms to establish and maintain policies and procedures that create an effective system of compliance. This includes written compliance manuals, supervisory frameworks, conflict-of-interest policies, complaint handling procedures, and record-keeping systems.
Registrants must maintain books and records sufficient to demonstrate compliance with securities legislation, including client files, trade documentation, marketing materials, and financial records. Firms must also designate a chief compliance officer and ensure appropriate oversight of registrable activities.
