Securities Act

Interpretation Interpretation, other general matters

1 (1) In this Act, “adviser” means a person or company engaging in or holding himself, herself or itself out as engaging in the business of advising others as to the investing in or the buying or selling of securities; (“conseiller”) “alternative trading system” means a marketplace that, (a) is not a recognized quotation and trade reporting system or a recognized exchange, (b) does not require an issuer to enter into an agreement to have its securities traded on the marketplace, (c) does not provide, directly or through one or more subscribers, a guarantee of a two-sided market for a security or derivative on a continuous or reasonably continuous basis, (d) does not set requirements governing the conduct of subscribers, other than conduct in respect of the trading by those subscribers on the marketplace, and (e) does not discipline subscribers other than by exclusion from participation i…

1.1 The purposes of this Act are, (a) to provide protection to investors from unfair, improper or fraudulent practices; (b) to foster fair, efficient and competitive capital markets and confidence in capital markets; (b.1) to foster capital formation; and (c) to contribute to the stability of the financial system and the reduction of systemic risk. 1994, c. 33, s. 2; 2017, c. 34, Sched. 37, s. 2; 2021, c. 8, Sched. 9, s. 40 (7). Section Amendments with date in force (d/m/y) 1994, c. 33, s. 2 - 01/01/1995 2017, c. 34, Sched. 37, s. 2 - 14/12/2017 2021, c. 8, Sched. 9, s. 40 (7) - 27/04/2021

PART I THE COMMISSION

2 Repealed: 1997, c. 10, s. 36. Section Amendments with date in force (d/m/y) 1997, c. 10, s. 36 - 01/11/1997

2.1 In pursuing the purposes of this Act, the Commission shall have regard to the following fundamental principles: 1. Balancing the importance to be given to each of the purposes of this Act may be required in specific cases. 2. The primary means for achieving the purposes of this Act are, i. requirements for timely, accurate and efficient disclosure of information, ii. restrictions on fraudulent and unfair market practices and procedures, and iii. requirements for the maintenance of high standards of fitness and business conduct to ensure honest and responsible conduct by market participants. 3. Effective and responsive securities regulation requires timely, open and efficient administration and enforcement of this Act by the Commission. 4. The Commission should, subject to an appropriate system of supervision, use the enforcement capability and regulatory expertise of recognized self-…

2.2 (1) The Commission shall notify the Minister if, in its opinion, there are extraordinary circumstances that may require immediate action to be taken under this section in the public interest. 2009, c. 18, Sched. 26, s. 2. Criteria (2) For the purposes of this section, each of the following events constitutes extraordinary circumstances: 1. A major market disturbance characterized by or constituting sudden fluctuations of securities prices that threaten fair and orderly capital markets. 2. A major market disturbance characterized by or constituting a substantial disruption in the system for clearance and settlement of transactions. 3. A major disruption in the functioning of capital markets or of a significant segment of the markets, including a major disruption in the availability of capital to market participants. 4. A major disruption in the transmission, execution or processing of…

3 (1) The Commission may delegate any of the Commission’s powers and duties under this Act to the Chief Executive Officer of the Commission or to another Director. 2021, c. 8, Sched. 9, s. 40 (8). Same (2) The Chief Executive Officer of the Commission may delegate powers or duties under this Act to another Director, other than powers and duties delegated to the Chief Executive Officer of the Commission by the Commission under subsection (1). 2021, c. 8, Sched. 9, s. 40 (8). Revocation of delegation (3) The Commission may revoke, in whole or in part, a delegation made under subsection (1), and the Chief Executive Officer of the Commission may revoke, in whole or in part, a delegation made under subsection (2). 2021, c. 8, Sched. 9, s. 40 (8). Terms and conditions (4) A delegation under this section is subject to any terms or conditions set out in the delegation. 2021, c. 8, Sched. 9, s. 4…

3.1 Repealed: 2021, c. 8, Sched. 9, s. 40 (9). Section Amendments with date in force (d/m/y) 1997, c. 10, s. 37 - 01/11/1997 2021, c. 8, Sched. 9, s. 40 (9) - 29/04/2022

3.2 Repealed: 2021, c. 8, Sched. 9, s. 40 (9). Section Amendments with date in force (d/m/y) 1997, c. 10, s. 37 - 01/11/1997 2006, c. 21, Sched. F, s. 136 (1) - 25/07/2007 2021, c. 8, Sched. 9, s. 40 (9) - 29/04/2022

3.3 Repealed: 2021, c. 8, Sched. 9, s. 40 (9). Section Amendments with date in force (d/m/y) 1997, c. 10, s. 37 - 01/11/1997 2021, c. 8, Sched. 9, s. 40 (9) - 29/04/2022

3.4 Repealed: 2021, c. 8, Sched. 9, s. 40 (9). Section Amendments with date in force (d/m/y) 1997, c. 10, s. 37 - 01/11/1997 2002, c. 22, s. 178 - 07/04/2003 2004, c. 31, Sched. 34, s. 2 (1, 2) - 16/12/2004 2009, c. 18, Sched. 26, s. 3 - 05/06/2009 2012, c. 8, Sched. 55, s. 2 - 20/06/2012 2019, c. 7, Sched. 55, s. 3 - 29/05/2019 2021, c. 8, Sched. 9, s. 40 (9) - 29/04/2022

3.5 Repealed: 2021, c. 8, Sched. 9, s. 40 (9). Section Amendments with date in force (d/m/y) 1997, c. 10, s. 37 - 01/11/1997; 1999, c. 9, s. 194 - 14/12/1999 2010, c. 26, Sched. 18, s. 3 - 08/12/2010 2011, c. 9, Sched. 38, s. 1 - 12/05/2011 2021, c. 8, Sched. 9, s. 40 (9) - 29/04/2022

3.6 Repealed: 2021, c. 8, Sched. 9, s. 40 (9). Section Amendments with date in force (d/m/y) 1997, c. 10, s. 37 - 01/11/1997 2006, c. 35, Sched. C, s. 121 - 20/08/2007 2021, c. 8, Sched. 9, s. 40 (9) - 29/04/2022

3.7 Repealed: 2021, c. 8, Sched. 9, s. 40 (9). Section Amendments with date in force (d/m/y) 1997, c. 10, s. 37 - 01/11/1997 2021, c. 8, Sched. 9, s. 40 (9) - 29/04/2022

3.8 Repealed: 2021, c. 8, Sched. 9, s. 40 (9). Section Amendments with date in force (d/m/y) 1997, c. 10, s. 37 - 01/11/1997 2021, c. 8, Sched. 9, s. 40 (9) - 29/04/2022

3.9 Repealed: 2021, c. 8, Sched. 9, s. 40 (9). Section Amendments with date in force (d/m/y) 1997, c. 10, s. 37 - 01/11/1997 2004, c. 8, s. 46, Table - 01/11/2005; 2004, c. 17, s. 32 - 30/11/2004 2010, c. 1, Sched. 26, s. 2 - 01/01/2011 2021, c. 8, Sched. 9, s. 40 (9) - 29/04/2022

3.10 Repealed: 2021, c. 8, Sched. 9, s. 40 (9). Section Amendments with date in force (d/m/y) 1997, c. 10, s. 37 - 01/11/1997 2005, c. 31, Sched. 20, s. 1 - 15/12/2005 2017, c. 34, Sched. 46, s. 51 - 01/01/2018 2021, c. 8, Sched. 9, s. 40 (9) - 29/04/2022

3.10.1 Repealed: 2021, c. 8, Sched. 9, s. 40 (9). Section Amendments with date in force (d/m/y) 2017, c. 34, Sched. 46, s. 51 - 01/01/2018 2021, c. 8, Sched. 9, s. 40 (9) - 29/04/2022

3.10.2 Repealed: 2021, c. 8, Sched. 9, s. 40 (9). Section Amendments with date in force (d/m/y) 2017, c. 34, Sched. 46, s. 51 - 01/01/2018 2021, c. 8, Sched. 9, s. 40 (9) - 29/04/2022

3.11 Repealed: 2021, c. 8, Sched. 9, s. 40 (9). Section Amendments with date in force (d/m/y) 1997, c. 10, s. 37 - 01/11/1997 2021, c. 8, Sched. 9, s. 40 (9) - 29/04/2022

3.12 Repealed: 2021, c. 8, Sched. 9, s. 40 (9). Section Amendments with date in force (d/m/y) 1997, c. 10, s. 37 - 01/11/1997 2012, c. 8, Sched. 55, s. 3 - 19/10/2021 2021, c. 8, Sched. 9, s. 40 (9) - 29/04/2022 Part II (s. 4) Repealed: 2009, c. 34, Sched. S, s. 2. 4. Section Amendments with date in force (d/m/y) 1994, c.11, s. 352 - 11/07/1994 2002, c. 18, Sched. H, s. 6 (1, 2) - 26/11/2002 2009, c. 34, Sched. S, s. 2 - 15/12/2009

PART III APPOINTMENT OF EXPERTS

5 (1) The Commission may appoint one or more experts to assist the Commission in such manner as it may consider expedient. R.S.O. 1990, c. S.5, s. 5 (1). Submissions to experts (2) The Commission may submit any agreement, prospectus, financial statement, report or other document to one or more experts appointed under subsection (1) for examination, and the Commission has the like power to summon and enforce the attendance of witnesses before the expert and to compel them to produce documents, records and things as is vested in the Commission, and subsection 13 (1) applies with necessary modifications. R.S.O. 1990, c. S.5, s. 5 (2); 1994, c. 11, s. 353. Payment of experts (3) An expert appointed under subsection (1) shall be paid such amounts for services and expenses as the Lieutenant Governor in Council may determine. R.S.O. 1990, c. S.5, s. 5 (3). Section Amendments with date in force …

6 Repealed: 2021, c. 8, Sched. 9, s. 40 (10). Section Amendments with date in force (d/m/y) 1994, c. 11, s. 354 - 11/07/1994; 1997, c. 10, s. 38 - 01/11/1997 2021, c. 8, Sched. 9, s. 40 (10) - 29/04/2022

7 Repealed: 2021, c. 8, Sched. 9, s. 40 (10). Section Amendments with date in force (d/m/y) 1994, c. 11, s. 354 - 11/07/1994 2021, c. 8, Sched. 9, s. 40 (10) - 29/04/2022

PART V ADMINISTRATIVE PROCEEDINGS, REVIEWS AND APPEALS

8 (1) Repealed: 2021, c. 8, Sched. 9, s. 40 (11). Same (2) Any person or company directly affected by a decision of the Director may, by notice in writing sent by registered mail to the Tribunal within thirty days after the mailing of the notice of the decision, request and be entitled to a hearing and review thereof by the Tribunal. R.S.O. 1990, c. S.5, s. 8 (2); 2021, c. 8, Sched. 9, s. 40 (12). Extension by Tribunal (2.1) Despite subsection (2), the Tribunal may extend the time limit for filing notice of the request if an extension is not prejudicial to the public interest. 2021, c. 8, Sched. 9, s. 40 (13). Power on review (3) Upon a hearing and review, the Tribunal may by order confirm the decision under review or make such other decision as the Tribunal considers proper. R.S.O. 1990, c. S.5, s. 8 (3); 2021, c. 8, Sched. 9, s. 40 (14). Stay (4) Despite the fact that a person or compa…

9 (1) A person or company directly affected by a final decision of the Commission, other than a decision under section 74, may appeal to the Divisional Court within thirty days after the later of the making of the final decision or the issuing of the reasons for the final decision. 1994, c. 11, s. 356 (1). Stay (2) Despite the fact that an appeal is taken under this section, the decision appealed from takes effect immediately, but the Commission or the Divisional Court may grant a stay until disposition of the appeal. R.S.O. 1990, c. S.5, s. 9 (2). Certification of documents (3) The Chief Executive Officer of the Commission shall certify to the Divisional Court, (a) the decision that has been reviewed by the Commission; (b) the decision of the Commission, together with any statement of reasons therefor; (c) the record of the proceedings before the Commission; and (d) all written submissi…

10 (1) The Chief Executive Officer of the Commission or a person or company directly affected by a final decision of the Tribunal, other than a decision under section 127.0.1 or 127.0.2, may appeal to the Divisional Court within 30 days after the later of the making of the final decision or the issuing of the reasons for the final decision. 2021, c. 8, Sched. 9, s. 40 (16); 2023, c. 21, Sched. 10, s. 1. Stay (2) Despite the fact that an appeal is taken under this section, the decision appealed from takes effect immediately, but the Tribunal or the Divisional Court may grant a stay until disposition of the appeal. 2021, c. 8, Sched. 9, s. 40 (16). Certification of documents (3) The Chief Adjudicator shall certify to the Divisional Court, (a) the decision that has been reviewed by the Tribunal; (b) the decision of the Tribunal, together with any statement of reasons; (c) the record of the …

PART VI INVESTIGATIONS AND EXAMINATIONS

11 (1) The Commission may, by order, appoint one or more persons to make such investigation with respect to a matter as it considers expedient, (a) for the due administration of Ontario securities law or the regulation of the capital markets in Ontario; or (b) to assist in the due administration of the securities or derivatives laws or the regulation of the capital markets in another jurisdiction. 1994, c. 11, s. 358; 2010, c. 26, Sched. 18, s. 4 (1). Contents of order (2) An order under this section shall describe the matter to be investigated. 1994, c. 11, s. 358. Scope of investigation (3) For the purposes of an investigation under this section, a person appointed to make the investigation may investigate and inquire into, (a) the affairs of the person or company in respect of which the investigation is being made, including any trades, communications, negotiations, transactions, inve…

12 (1) The Commission may, by order, appoint one or more persons to make such examination of the financial affairs of a market participant as it considers expedient, (a) for the due administration of Ontario securities law or the regulation of the capital markets in Ontario; or (b) to assist in the due administration of the securities or derivatives laws or the regulation of the capital markets in another jurisdiction. 1994, c. 11, s. 358; 2010, c. 26, Sched. 18, s. 5. Contents of order (2) An order under subsection (1) shall describe the matter to be examined. 1994, c. 11, s. 358. Right to examine (3) For the purposes of an examination under this section, a person appointed to conduct the examination may examine any documents or other things, whether they are in the possession or control of the market participant or any other person or company. 1994, c. 11, s. 358. Section Amendments wi…

13 (1) A person making an investigation or examination under section 11 or 12 has the same power to summon and enforce the attendance of any person and to compel him or her to testify on oath or otherwise, and to summon and compel any person or company to produce documents and other things, as is vested in the Superior Court of Justice for the trial of civil actions, and the refusal of a person to attend or to answer questions or of a person or company to produce such documents or other things as are in his, her or its custody or possession makes the person or company liable to be committed for contempt by the Superior Court of Justice as if in breach of an order of that court. 1994, c. 11, s. 358; 2006, c. 19, Sched. C, s. 1 (1). Rights of witness (2) A person or company giving evidence under subsection (1) may be represented by counsel and may claim any privilege to which the person or…

14 (1) Anything seized or produced under this Part shall be made available for inspection and copying by the person or company from which it was obtained, if practicable. 1994, c. 11, s. 358. Return (2) Anything seized or produced under this Part shall be returned to the person or company from which it was obtained when, (a) retention is no longer necessary for the purposes of an investigation, examination, proceeding or prosecution; or (b) the Commission so orders. 1994, c. 11, s. 358. Section Amendments with date in force (d/m/y) 1994, c. 11, s. 358 - 11/07/1994

15 (1) A person appointed under subsection 11 (1) or 12 (1) shall, at the request of the Chair of the Commission or of a member of the Commission involved in making the appointment, provide a report to the Chair or member, as the case may be, or any testimony given and any documents or other things obtained under section 13. 1994, c. 11, s. 358. Same (2) A person appointed under subsection 11 (5) shall, at the request of the Chair of the Commission, provide a report to the Chair or any testimony given and any documents or other things obtained under section 13. 1994, c. 11, s. 358. Report privileged (3) A report provided under this section is privileged. 1994, c. 11, s. 358. Section Amendments with date in force (d/m/y) 1994, c. 11, s. 358 - 11/07/1994

16 (1) Except in accordance with subsection (1.1) or section 17, no person or company shall disclose at any time, (a) the nature or content of an order under section 11 or 12; or (b) the name of any person examined or sought to be examined under section 13, any testimony given under section 13, any information obtained under section 13, the nature or content of any questions asked under section 13, the nature or content of any demands for the production of any document or other thing under section 13, or the fact that any document or other thing was produced under section 13. 1994, c. 11, s. 358; 2019, c. 15, Sched. 34, s. 1 (1). Exceptions (1.1) A disclosure by a person or company is permitted if, (a) the disclosure is to the person’s or company’s counsel; or (b) the disclosure is to the person’s or company’s insurer or insurance broker, and the person or company, or his, her or its cou…

17 (1) If the Tribunal considers that it would be in the public interest, it may make an order authorizing the disclosure to any person or company of, (a) the nature or content of an order under section 11 or 12; (b) the name of any person examined or sought to be examined under section 13, any testimony given under section 13, any information obtained under section 13, the nature or content of any questions asked under section 13, the nature or content of any demands for the production of any document or other thing under section 13, or the fact that any document or other thing was produced under section 13; or (c) all or part of a report provided under section 15. 1994, c. 11, s. 358; 2021, c. 8, Sched. 9, s. 40 (17). Opportunity to object (2) No order shall be made under subsection (1) unless the Tribunal has, where practicable, given reasonable notice and an opportunity to be heard t…

18 Testimony given under section 13 shall not be admitted in evidence against the person from whom the testimony was obtained in a prosecution for an offence under section 122 or in any other prosecution governed by the Provincial Offences Act. 1994, c. 11, s. 358. Section Amendments with date in force (d/m/y) 1994, c. 11, s. 358 - 11/07/1994

PART VII RECORD-KEEPING AND COMPLIANCE REVIEWS

19 (1) Every market participant shall keep the following records: 1. Such books, records and other documents as are necessary for the proper recording of its business transactions and financial affairs and the transactions that it executes on behalf of others. 2. Such books, records and other documents as may otherwise be required under Ontario securities law. 3. Such books, records and other documents as may reasonably be required to demonstrate compliance with Ontario securities law. 4. Such books, records and other documents as may be prescribed by the regulations for the purpose of detecting, identifying or mitigating systemic risks related to the capital markets. 2015, c. 20, Sched. 39, s. 1; 2017, c. 34, Sched. 37, s. 3 (1). Record of transaction (2) Without limiting the generality of subsection (1), every recognized exchange shall keep a record of the time at which each transactio…

20 (1) The Commission may designate in writing one or more persons to review the books, records and documents of a market participant for the purpose of determining whether Ontario securities law is being complied with. 2014, c. 7, Sched. 28, s. 2. Same, exemption from prospectus requirement (2) The Commission may designate in writing one or more persons to review the books, records and documents of an issuer that has distributed securities in reliance on an exemption from the prospectus requirement for the purpose of determining whether the issuer has complied with the requirements, conditions and restrictions of the exemption relied on for the distribution. 2014, c. 7, Sched. 28, s. 2. Same, derivatives (3) The Commission may designate in writing one or more persons for the purpose of reviewing the books, records and documents that are required to be kept by a person or company under t…

20.1 (1) The Commission or any member, employee or agent of the Commission may conduct a review of the disclosures that have been made or that ought to have been made by a reporting issuer or mutual fund in Ontario, on a basis to be determined at the discretion of the Commission or the Director. 2002, c. 22, s. 179. Same, issuer other than reporting issuer or mutual fund in Ontario (1.1) The Commission or any member, employee or agent of the Commission may conduct a review of an issuer other than a reporting issuer or mutual fund in Ontario for the purpose of determining whether disclosure requirements under Ontario securities law applicable to the issuer are being complied with, on a basis to be determined at the discretion of the Commission or the Director. 2014, c. 7, Sched. 28, s. 3 (1). Information and documents (2) An issuer that is subject to a review under this section shall, at …

PART VIII SELF-REGULATION

21 (1) No person or company shall carry on business as an exchange in Ontario unless recognized by the Commission under this section. 2010, c. 26, Sched. 18, s. 8 (1). Exception, commodity futures exchange (1.1) Subsection (1) does not apply to a person or company with respect to carrying on business as a commodity futures exchange if the person or company is registered to do so under the Commodity Futures Act. 2010, c. 26, Sched. 18, s. 8 (2). Recognition (2) The Commission may, on the application of a person or company proposing to carry on business as an exchange in Ontario, recognize the person or company if the Commission is satisfied that to do so would be in the public interest. 1994, c. 11, s. 358; 2010, c. 26, Sched. 18, s. 8 (3). Same (3) A recognition under this section shall be made in writing and shall be subject to such terms and conditions as the Commission may impose. 199…

21.0.1 The Commission may, if it considers it in the public interest, make any decision with respect to, (a) the manner in which an alternative trading system carries on business in Ontario; (b) the trading of securities or derivatives on or through the facilities of the alternative trading system; or (c) any by-law, rule, regulation, policy, procedure, interpretation or practice of the alternative trading system. 2010, c. 26, Sched. 18, s. 9. Section Amendments with date in force (d/m/y) 2010, c. 26, Sched. 18, s. 9 - 08/12/2010

21.1 (1) The Commission may, on the application of a self-regulatory organization, recognize the self-regulatory organization if the Commission is satisfied that to do so would be in the public interest. 1994, c. 11, s. 358. Same (2) A recognition under this section shall be made in writing and shall be subject to such terms and conditions as the Commission may impose. 1994, c. 11, s. 358. Standards and conduct (3) A recognized self-regulatory organization shall regulate the operations and the standards of practice and business conduct of its members and their representatives in accordance with its by-laws, rules, regulations, policies, procedures, interpretations and practices. 1994, c. 11, s. 358. Commission’s powers (4) The Commission may, if it is satisfied that to do so would be in the public interest, make any decision with respect to any by-law, rule, regulation, policy, procedure…

21.2 (0.1) No person or company shall carry on business in Ontario as a clearing agency unless the person or company is recognized by the Commission under this section as a clearing agency. 2005, c. 31, Sched. 20, s. 2 (1). Clearing agencies (1) The Commission may, on the application of a clearing agency, recognize the clearing agency if the Commission is satisfied that to do so would be in the public interest. 1994, c. 11, s. 358. Same (2) A recognition under this section shall be made in writing and shall be subject to such terms and conditions as the Commission may impose. 1994, c. 11, s. 358. Commission’s powers (3) The Commission may make decisions with respect to any of the following matters if the Commission is satisfied that it is in the public interest to do so: 1. Any by-law, rule, regulation, policy, procedure, interpretation or practice of a recognized clearing agency. 2. The…

21.2.1 (1) The Commission may, on the application of a quotation and trade reporting system, recognize the quotation and trade reporting system if the Commission is satisfied that to do so is in the public interest. 1997, c. 19, s. 23 (2). Same (2) A recognition under this section shall be made in writing and is subject to such terms and conditions as the Commission may impose. 1997, c. 19, s. 23 (2). Commission’s powers (3) The Commission may, if it is satisfied that to do so is in the public interest, make any decision with respect to any by-law, rule, regulation, policy, procedure, interpretation or practice of a recognized quotation and trade reporting system. 1997, c. 19, s. 23 (2). Section Amendments with date in force (d/m/y) 1997, c. 19, s. 23 (2) - 10/10/1997

21.2.2 (1) The Commission may, on the application of a person or company proposing to carry on business as a trade repository in Ontario, designate the person or company if the Commission considers it in the public interest. 2010, c. 26, Sched. 18, s. 10. Further requirements (2) A designation under this section must be made in writing and is subject to such terms and conditions as the Commission may impose. 2010, c. 26, Sched. 18, s. 10. Commission’s powers (3) The Commission may, if it considers it in the public interest, make any decision with respect to, (a) the manner in which a designated trade repository carries on business; or (b) any by-law, rule, regulation, policy, procedure, interpretation or practice of a designated trade repository. 2010, c. 26, Sched. 18, s. 10. Section Amendments with date in force (d/m/y) 2010, c. 26, Sched. 18, s. 10 - 08/12/2010

21.2.3 (1) The Commission may, on the application of a person or company proposing to carry on business as an information processor in Ontario, designate the person or company if the Commission considers it in the public interest. 2017, c. 8, Sched. 28, s. 2. Further requirements (2) A designation under this section must be made in writing and is subject to such terms and conditions as the Commission may impose. 2017, c. 8, Sched. 28, s. 2. Commission’s powers (3) The Commission may, if it considers it in the public interest, make any decision with respect to, (a) the manner in which a designated information processor carries on business; or (b) any by-law, rule, regulation, policy, procedure, interpretation or practice of the designated information processor. 2017, c. 8, Sched. 28, s. 2. Section Amendments with date in force (d/m/y) 2017, c. 8, Sched. 28, s. 2 - 17/05/2017

21.3 (1) A recognized exchange, a recognized quotation and trade reporting system or a recognized self-regulatory organization may, with the prior approval of the Commission and on such terms and conditions as the Commission determines to be necessary or appropriate in the public interest, establish a council, committee or ancillary body and delegate to it regulatory or self-regulatory powers or responsibilities or both. 1997, c. 19, s. 23 (3); 2010, c. 26, Sched. 18, s. 11 (1); 2021, c. 8, Sched. 9, s. 40 (19). Inclusion (2) A council, committee or ancillary body that exercises the powers or assumes the responsibilities of a recognized exchange, recognized quotation and trade reporting system or recognized self-regulatory organization is also included in, (a) the recognition of the recognized exchange, recognized quotation and trade reporting system or recognized self-regulatory organiz…

21.4 On application by a recognized exchange, recognized self-regulatory organization, recognized quotation and trade reporting system, recognized clearing agency, designated trade repository or designated information processor, the Commission may accept the voluntary surrender of the recognition or designation, and may impose terms and conditions applicable to the acceptance, if the Commission is satisfied that the surrender of the recognition or designation is not prejudicial to the public interest. 2010, c. 26, Sched. 18, s. 12; 2017, c. 8, Sched. 28, s. 3. Section Amendments with date in force (d/m/y) 1997, c. 19, s. 23 (3) - 10/10/1997 2010, c. 26, Sched. 18, s. 12 - 08/12/2010 2017, c. 8, Sched. 28, s. 3 - 17/05/2017

21.5 (1) The Commission may, on such terms and conditions as it may impose, delegate to a recognized exchange or recognized self-regulatory organization any of the powers and duties of the Commission under Part XI or the regulations related to that Part. 2021, c. 8, Sched. 9, s. 40 (20). Same (2) The Chief Executive Officer of the Commission may, with the approval of the Commission, delegate to a recognized exchange or recognized self-regulatory organization any of the powers and duties of the Director under Part XI or the regulations related to that Part. 2021, c. 8, Sched. 9, s. 40 (20). Revocation of delegation (3) The Commission or, with the approval of the Commission, the Chief Executive Officer of the Commission, may at any time revoke, in whole or in part, a delegation made under this section. 2021, c. 8, Sched. 9, s. 40 (20). Section Amendments with date in force (d/m/y) 1994, c.…

21.6 No by-law, rule, regulation, policy, procedure, interpretation or practice of a recognized exchange, recognized self-regulatory organization, recognized quotation and trade reporting system, recognized clearing agency, designated trade repository or designated information processor shall contravene Ontario securities law, but a recognized exchange, recognized self-regulatory organization, recognized quotation and trade reporting system, recognized clearing agency, designated trade repository or designated information processor may impose additional requirements within its jurisdiction. 2010, c. 26, Sched. 18, s. 14; 2017, c. 8, Sched. 28, s. 4. Section Amendments with date in force (d/m/y) 1997, c. 19, s. 23 (4) - 10/10/1997 2010, c. 26, Sched. 18, s. 14 - 08/12/2010 2017, c. 8, Sched. 28, s. 4 - 17/05/2017

21.7 (1) The Chief Executive Officer of the Commission or a person or company directly affected by, or by the administration of, a direction, decision, order or ruling made under a by-law, rule, regulation, policy, procedure, interpretation or practice of a recognized exchange, recognized self-regulatory organization, recognized quotation and trade reporting system, recognized clearing agency, designated trade repository or designated information processor may apply to the Tribunal for a hearing and review of the direction, decision, order or ruling. 2010, c. 26, Sched. 18, s. 15; 2017, c. 8, Sched. 28, s. 5; 2021, c. 8, Sched. 9, s. 40 (21). Procedure (2) Section 8 applies to the hearing and review of the direction, decision, order or ruling in the same manner as it applies to a hearing and review of a decision of the Director. 1994, c. 11, s. 358. Section Amendments with date in force …

21.8 (1) Every recognized exchange shall appoint an auditor for the exchange. 2010, c. 26, Sched. 18, s. 16. Recognized self-regulatory organization auditor (2) At the request of the Commission, a recognized self-regulatory organization shall appoint an auditor for the self-regulatory organization. 1994, c. 11, s. 358. Recognized clearing agency auditor (3) At the request of the Commission, a recognized clearing agency shall appoint an auditor for the clearing agency. 2005, c. 31, Sched. 20, s. 3. Section Amendments with date in force (d/m/y) 1994, c. 11, s. 358 - 11/07/1994 2005, c. 31, Sched. 20, s. 3 - 15/12/2005 2010, c. 26, Sched. 18, s. 16 - 08/12/2010

21.9 (1) Every recognized exchange and every recognized self-regulatory organization shall cause each of its members to appoint an auditor. 1994, c. 11, s. 358; 2010, c. 26, Sched. 18, s. 17 (1). Selection of auditor (2) The auditor of a member shall be chosen from the panel of auditing firms selected under subsection (3). 1994, c. 11, s. 358. Panel of auditors (3) Every recognized exchange and recognized self-regulatory organization shall select a panel of auditing firms for their members. 1994, c. 11, s. 358; 2010, c. 26, Sched. 18, s. 17 (1). Auditor (4) No person shall be appointed as an auditor under subsection (1) unless the person has practised as an auditor in the securities industry in Canada for five years or more. 1994, c. 11, s. 358. Examination and report (5) The auditor of a member shall make an examination, in accordance with generally accepted auditing standards, of the a…

21.10 (1) Every registrant that is not subject to section 21.9 shall appoint an auditor who satisfies such requirements as may be established by the Commission. 1994, c. 11, s. 358. Examination and report (2) The auditor of a registrant that is not subject to section 21.9 shall make an examination of the annual financial statements and other regulatory filings of the registrant, in accordance with generally accepted auditing standards, and shall prepare a report on the financial affairs of the registrant in accordance with professional reporting standards. 1994, c. 11, s. 358. Filing with Commission (3) The registrant shall file the report with the Commission together with its annual financial statements and other regulatory filings. 1994, c. 11, s. 358. Delivery of financial statements (4) A registrant that is not subject to section 21.9 shall deliver to the Commission annual audited fi…

21.11 (1) Without the prior approval of the Commission, no person or company and no combination of persons or companies acting jointly or in concert shall beneficially own or exercise control or direction over more than 5 per cent, or such other percentage as may be prescribed under subsection (5), of any class or series of voting shares of The Toronto Stock Exchange Inc. 1999, c. 9, s. 198. Sale of restricted shares (2) The Toronto Stock Exchange Inc. may sell any shares held contrary to the restriction in subsection (1) in accordance with section 45 of the Business Corporations Act, with necessary modifications. 1999, c. 9, s. 198. Transition (3) Despite subsection (1), if a person or company beneficially owns or exercises control or direction over more than 5 per cent, or such other percentage as may be prescribed under subsection (5), of any class or series of voting shares of The To…

21.12 In sections 21.13 to 21.21, “CIRO” means the Canadian Investment Regulatory Organization; (“OCRI”) “hearing panel” means a hearing panel established under CIRO’s rules; (“formation d’instruction”) “investigator” means a person appointed under subsection 21.14 (1). (“enquêteur”) 2025, c. 10, Sched. 17, s. 1. Section Amendments with date in force (d/m/y) 2025, c. 10, Sched. 17, s. 1 - 05/06/2025

21.13 Sections 21.14 to 21.16 and 21.19 only apply if CIRO is a self-regulatory organization recognized by the Commission under section 21.1. 2025, c. 10, Sched. 17, s. 1. Section Amendments with date in force (d/m/y) 2025, c. 10, Sched. 17, s. 1 - 05/06/2025

21.14 (1) CIRO’s Chief Executive Officer may, by order, appoint one or more of CIRO’s employees to make such investigation with respect to a matter as the Chief Executive Officer considers expedient, provided that CIRO is empowered under its by-laws or rules to make an investigation into the matter. 2025, c. 10, Sched. 17, s. 1. Contents of order (2) An order under subsection (1) shall describe the matter to be investigated. 2025, c. 10, Sched. 17, s. 1. Scope of investigation (3) For the purposes of an investigation under this section, an investigator may investigate and inquire into anything referred to in clauses 11 (3) (a) or (b). 2025, c. 10, Sched. 17, s. 1. Right to examine (4) For the purposes of an investigation under this section, an investigator may examine any documents or other things, whether they are in the possession or control of the person or company in respect of which…

21.15 (1) An investigator has the same power to summon and enforce the attendance of any person and to compel him or her to testify on oath or otherwise, and to summon and compel any person or company to produce documents and other things, as is vested in the Superior Court of Justice for the trial of civil actions, and the refusal of a person to attend or to answer questions or of a person or company to produce such documents or other things as are in his, her or its custody or possession makes the person or company liable to be committed for contempt by the Superior Court of Justice as if in breach of an order of that court. 2025, c. 10, Sched. 17, s. 1. Rights of witness (2) A person or company giving evidence under subsection (1) may be represented by counsel and may claim any privilege to which the person or company is entitled. 2025, c. 10, Sched. 17, s. 1. Section Amendments with …

21.16 (1) CIRO’s Chief Executive Officer may make an order prohibiting a person or company from disclosing to any other person or company any or all of the following information: 1. The nature or content of an order or investigation under section 21.14. 2. The name of any person examined or sought to be examined under section 21.15. 3. Any testimony given under section 21.15. 4. Any documents and information obtained under section 21.15. 5. The nature or content of any questions asked under section 21.15. 6. The nature or content of any demands for the production of any document or other thing under section 21.15. 7. The fact that any document or other thing was produced under section 21.15. 2025, c. 10, Sched. 17, s. 1. Duration (2) The order applies for the period specified in the order. 2025, c. 10, Sched. 17, s. 1. Limitation, disclosure to lawyer (3) The order does not apply to a di…

21.17 (1) CIRO shall not disclose or produce any testimony given to an investigator under section 21.15 or any documents or things obtained by an investigator under that section except for the purposes of an investigation or, (a) in connection with, (i) an examination of a witness, including an examination of a witness under section 21.15, (ii) a proceeding commenced or proposed to be commenced by CIRO or to which CIRO is a party, if the proceeding is related to a matter that is being or has been investigated, or (iii) the settlement of any proceedings or proposed proceedings related to a matter that is being or has been investigated; (b) to the Commission; or (c) as authorized by an order of the Tribunal issued under subsection (2). 2025, c. 10, Sched. 17, s. 1. Order by Tribunal (2) The Tribunal may make an order authorizing CIRO to disclose or produce any testimony, document or thing …

21.18 Testimony given under subsection 21.15 (1) shall not be disclosed by CIRO or any person or company to any of the following persons without the written consent of the person from whom the testimony was obtained: 1. A member of a municipal, provincial, federal or other police service. 2. A person responsible for the enforcement of the criminal law of Canada or of any other country or jurisdiction. 2025, c. 10, Sched. 17, s. 1. Section Amendments with date in force (d/m/y) 2025, c. 10, Sched. 17, s. 1 - 05/06/2025

21.19 (1) If CIRO is empowered under its by-laws or rules to conduct hearings, a hearing panel may, by summons, (a) require any person to give evidence on oath or affirmation at an oral hearing or an electronic hearing; and (b) require any person or company to produce in evidence at an oral hearing or an electronic hearing documents and things specified by the hearing panel. 2025, c. 10, Sched. 17, s. 1. Limitation (2) A hearing panel may only require a person or company to give evidence or produce in evidence documents and things under subsection (1) if the evidence, documents or things are relevant to the subject-matter of the proceeding and admissible at the hearing. 2025, c. 10, Sched. 17, s. 1. Application of the SPPA (3) Subsections 12 (2) to (7) of the Statutory Powers Procedure Act apply, with necessary modifications, with respect to a summons under subsection (1) and, if a heari…

21.20 (1) No cause of action arises against any current or former director, officer, employee or agent of CIRO for any act done in good faith in the exercise or performance, or intended exercise or performance, of the person’s powers, duties or functions under an order recognizing CIRO under section 21.1, or that has been assigned to CIRO under section 21.5, or for any alleged neglect or default or other omission in the exercise or performance of those powers, duties and functions. 2025, c. 10, Sched. 17, s. 1. Canadian Investment Regulatory Organization vicariously liable (2) Subsection (1) does not relieve CIRO of liability to which it would otherwise be subject as a result of the acts or omissions of a person specified in subsection (1). 2025, c. 10, Sched. 17, s. 1. Proceedings by the Crown not prevented (3) This section does not apply with respect to proceedings brought by the Crown…

21.21 (1) No proceeding shall be commenced against any person specified in subsection 21.20 (1) in respect of a matter referred to in that subsection. 2025, c. 10, Sched. 17, s. 1. Same (2) Subsection (1) does not apply with respect to an application for judicial review or any proceeding that is specifically provided for under this Act, but does apply with respect to any other court, administrative or arbitral proceeding claiming any remedy or relief, including specific performance, an injunction, declaratory relief, a remedy in contract, restitution, unjust enrichment or tort, a remedy for breach of trust or fiduciary obligation or any equitable remedy, enforcement of a judgment, order or award made outside Ontario or any form of compensation or damages including loss of revenue or profit. 2025, c. 10, Sched. 17, s. 1. Proceedings by Crown not prevented (3) This section does not apply w…

Part IX Credit Rating organizations

22 (1) A credit rating organization may apply to the Commission to be designated by the Commission if the credit rating organization wants its credit ratings to satisfy, (a) a requirement in Ontario securities law that a credit rating be given by a credit rating organization designated by the Commission; or (b) a condition for an exemption under Ontario securities law. 2010, c. 26, Sched. 18, s. 18. Designation (2) The Commission may designate a credit rating organization, subject to any terms and conditions the Commission considers advisable, if, (a) an application for designation is made by the credit rating organization or the Director; and (b) the Commission considers it in the public interest to designate the credit rating organization. 2010, c. 26, Sched. 18, s. 18. Cancellation of designation (3) The Commission may, if it considers it in the public interest, cancel the designation…

23 A designated credit rating organization shall comply with such requirements as may be prescribed by the regulations, including requirements, (a) relating to the establishment, publication and enforcement by the credit rating organization of a code of conduct applicable to its directors, officers and employees and the minimum requirements to be included in the code of conduct; (b) prohibiting conflicts of interest between the credit rating organization and a person or company whose securities are being rated and establishing procedures to be followed if conflicts of interest arise or to avoid conflicts of interest. 2010, c. 26, Sched. 18, s. 18. Section Amendments with date in force (d/m/y) 1994, c. 11, s. 358 - 11/07/1994 2010, c. 26, Sched. 18, s. 18 - 08/12/2010

24 (1) Nothing in this Part shall be construed as authorizing the Commission to direct or regulate the content of credit ratings or methodologies used to determine credit ratings. 2010, c. 26, Sched. 18, s. 18. Same (2) No credit rating organization and no person or company acting on its behalf shall make any written or oral representation that the Commission has in any way passed upon the merits of a credit rating or the methodologies used to determine the credit rating. 2010, c. 26, Sched. 18, s. 18. Section Amendments with date in force (d/m/y) 1994, c. 11, s. 358 - 11/07/1994 2010, c. 26, Sched. 18, s. 18 - 08/12/2010

Part X Benchmarks

24.1 (1) A benchmark administrator, or the Director, may apply to the Commission to request the designation of a benchmark or a benchmark administrator. 2018, c. 17, Sched. 38, s. 2. Director’s application (2) If the Director applies for a designation, the Commission shall give the affected benchmark administrator the opportunity to be heard before making a decision under subsection (3). 2018, c. 17, Sched. 38, s. 2. Commission’s powers (3) After receiving the application, the Commission may, if it considers it in the public interest to do so, designate the benchmark as a designated benchmark or designate the benchmark administrator as a designated benchmark administrator of a designated benchmark, as appropriate. 2018, c. 17, Sched. 38, s. 2. Terms and conditions (4) A designation under subsection (3) may be made subject to any terms and conditions the Commission considers advisable. 20…

24.2 (1) The Commission may, in response to an application by the Director, require a person or company to provide information to a designated benchmark administrator in relation to the designated benchmark if the Commission considers it in the public interest to do so. 2018, c. 17, Sched. 38, s. 2. Opportunity to be heard (2) The Commission shall give the affected person or company and benchmark administrator the opportunity to be heard before making the order. 2018, c. 17, Sched. 38, s. 2. Terms and conditions (3) An order under subsection (1) may be made subject to any terms and conditions the Commission considers advisable. 2018, c. 17, Sched. 38, s. 2. Cancellation or change (4) The Commission may, if it considers it in the public interest to do so, cancel or change an order made under subsection (1) or impose or change the terms and conditions of the order. 2018, c. 17, Sched. 38, …

24.3 (1) A benchmark administrator shall comply with such requirements as may be prescribed by the regulations, including requirements, (a) relating to benchmarks, benchmark administrators, benchmark contributors and benchmark users; and (b) relating to the establishment, publication and enforcement of a code of conduct by a benchmark administrator. 2018, c. 17, Sched. 38, s. 2. Benchmark contributor (2) A benchmark contributor shall comply with such requirements as may be prescribed by the regulations, including requirements relating to benchmarks, benchmark administrators, benchmark contributors and benchmark users. 2018, c. 17, Sched. 38, s. 2. General (3) Benchmark administrators, benchmark contributors and their respective directors, officers and employees, and any of their service providers or security holders that are in a prescribed class, shall comply with, (a) any code of condu…

PART XI REGISTRATION Registration

25 (1) Unless a person or company is exempt under Ontario securities law from the requirement to comply with this subsection, the person or company shall not engage in or hold himself, herself or itself out as engaging in the business of trading in securities unless the person or company, (a) is registered in accordance with Ontario securities law as a dealer; or (b) is a representative registered in accordance with Ontario securities law as a dealing representative of a registered dealer and is acting on behalf of the registered dealer. 2009, c. 18, Sched. 26, s. 4. Same, underwriters (2) Unless a person or company is exempt under Ontario securities law from the requirement to comply with this subsection, the person or company shall not act as an underwriter unless the person or company, (a) is registered in accordance with Ontario securities law as a dealer and is authorized under sect…

26 (1) An application for registration, reinstatement of registration or an amendment to an existing registration must contain such information in such form as the Director may reasonably require and must be accompanied by such fee as may be required by the regulations. 2009, c. 18, Sched. 26, s. 4. Dealer registration categories (2) A person or company making an application under subsection (1) with respect to registration as a dealer under this Act shall do the following: 1. Apply to be registered in one or more of the following categories: i. investment dealer, ii. mutual fund dealer, iii. scholarship plan dealer, iv. exempt market dealer, v. restricted dealer, limited to the trading and underwriting activities authorized under section 27 for the person’s or company’s registration, vi. such other category of dealer as may be prescribed by the regulations. 2. Provide such information a…

27 (1) On receipt of an application by a person or company and all information, material and fees required by the Director and the regulations, the Director shall register the person or company, reinstate the registration of the person or company or amend the registration of the person or company, unless it appears to the Director, (a) that, in the case of a person or company applying for registration, reinstatement of registration or an amendment to a registration, the person or company is not suitable for registration under this Act; or (b) that the proposed registration, reinstatement of registration or amendment to registration is otherwise objectionable. 2009, c. 18, Sched. 26, s. 4. Matters to be considered (2) In considering for the purposes of subsection (1) whether a person or company is not suitable for registration, the Director shall consider, (a) whether the person or compan…

28 The Director may revoke or suspend the registration of a person or company or impose terms or conditions of registration at any time during the period of registration of the person or company if it appears to the Director, (a) that the person or company is not suitable for registration or has failed to comply with Ontario securities law; or (b) that the registration is otherwise objectionable. 2009, c. 18, Sched. 26, s. 4. Section Amendments with date in force (d/m/y) 2009, c. 18, Sched. 26, s. 4 - 28/09/2009

29 (1) The registration of a person or company in a particular category of registration is suspended if any of the following events occurs: 1. A fee imposed on the person or company under this Act or the regulations relating to a particular category of registration of the person or company remains unpaid more than 30 days after the day it is due. 2. The membership of the person or company in a self-regulatory organization is suspended or terminated if, i. the membership of the person or company relates to the particular category of registration, and ii. the membership of the person or company is a condition of registration under Ontario securities law. 3. The approval by a self-regulatory organization of the person as a representative of a registered dealer is revoked or suspended by the self-regulatory organization if, i. the approval of the representative relates to the particular cate…

30 (1) On application by a person or company for the surrender of his, her or its registration, the Director may accept the application and revoke the registration if the Director is satisfied, (a) that all financial obligations of the person or company to his, her or its clients have been discharged; (b) that all requirements, if any, prescribed by the regulations for the surrender of registration have been fulfilled or the Director is satisfied that they will be fulfilled in an appropriate manner; and (c) that the surrender of the registration is not prejudicial to the public interest. 2009, c. 18, Sched. 26, s. 4. Conditions (2) The Director may impose such terms and conditions on the surrender of a registration as the Director considers appropriate in the circumstances. 2009, c. 18, Sched. 26, s. 4. Section Amendments with date in force (d/m/y) 2009, c. 18, Sched. 26, s. 4 - 28/09/20…