Who are the Canadian securities regulators?

Behind every successful investment transaction – or any closed-door meeting, for that matter – are the Canadian securities regulators that ensure that the country's securities market is honest and fair.

In this article, we will discuss who these Canadian securities regulators are and how they affect transactions between investors and securities issuers. For anything else that we have not discussed here, you can consult a corporate finance lawyer.

Who are the Canadian securities regulators by province?

Here's a list of all the securities regulators in each province and territory in Canada:

• Alberta: Alberta Securities Commission
• British Columbia: British Columbia Securities Commission
• Manitoba: Manitoba Securities Commission
• New Brunswick: Financial and Consumer Services Commission
• Newfoundland and Labrador: Office of the Superintendent of Securities Service
• Northwest Territories: Office of the Superintendent of Securities
• Nova Scotia: Nova Scotia Securities Commission
• Nunavut: Office of the Superintendent of Securities Nunavut
• Ontario: Ontario Securities Commission
• Prince Edward Island (PEI): Financial and Consumer Services Division
• Québec: Autorité des marchés financiers
• Saskatchewan: Financial and Consumer Affairs Authority of Saskatchewan
• Yukon: Office of the Yukon Superintendent of Securities

While most jurisdictions have their own Securities Commission, some provinces and territories have the Office of the Superintendent of Securities instead. As for PEI and Saskatchewan, securities regulation falls under their financial and consumer services authorities.

The difference lies in the securities laws that govern each province and territory. These laws also dictate which office or body regulates securities in each jurisdiction.

Watch this video to learn more about how Canadian securities regulators work in the context of Ontario's securities law:

For more information about Canadian securities regulators, you can reach out to the best corporate finance lawyers in Canada as ranked by Lexpert.

Is there a federal body that regulates securities in Canada?

Currently, there is no single securities regulator at the federal level in Canada, as securities regulation is handled by each province and territory. However, there are some federal bodies that are still involved in securities regulation in the country:

• Canadian Securities Administrators (CSA): the umbrella organization of the provincial and territorial securities regulators, which coordinates and harmonizes securities regulation across Canada
• Canadian Investment Regulatory Organization (CIRO): the self-regulatory organization that governs all dealers (i.e., investment and mutual fund dealers) and trading activities in Canada

While the main regulators are the securities commissions of each province and territory, the CSA and CIRO also help coordinate and oversee securities regulation across Canada.

What are the powers of the Canadian securities regulators?

All Canadian securities regulators share common roles and powers. They derive these from the provincial or territorial laws that created them, along with other related laws. These powers include:

• protecting investors from fraudulent and illegal practices
• enacting rules and regulations under the provincial securities law
• imposing obligations (e.g., for reporting issuers and dealers)
• enforcing disciplinary actions for violators of securities laws

Below are more details on these powers. You can consult with a corporate finance and securities lawyer if you need legal advice regarding these Canadian regulators.

Protecting investors from illegal activities

To maintain confidence on the country's investment marketplace, the roles of Canadian securities regulators include protecting investors from prohibited activities and holding violators accountable.

As an example, the British Columbia Securities Commission (BCSC) helps both new and long-time investors by:

• providing educational tools: these include several e-learning materials and resources through BCSC's InvestRight webpage to increase knowledge about how to invest safely and spot scams
• receiving complaints and tips: the BCSC accepts online reports and complaints through its website in two ways:
  • complaints against public companies, investment advisors, or investment firms
  • whistleblower tips, either anonymously or through a lawyer, to report fraud or other serious misconduct

Here's how Canadian securities regulators, such as the BCSC, protect investors by issuing public notices and warnings about scam and frauds:

Consult with the best corporate finance and securities law firms in Canada as ranked by Lexpert if you have other concerns about Canadian securities regulators.

Imposing obligations to market participants

To protect investors and the public, the provincial and territorial securities laws impose certain responsibilities on market participants. These responsibilities are then implemented by the Canadian securities regulators and other authorities.

Common requirements under these provincial and territorial securities laws include:

• registration requirements for investment professionals and firms
• prospectus and continuous disclosure requirements for reporting issuers

The following examples from the Securities Act of Alberta and Québec show how they apply to professionals, firms, and corporations dealing with securities.

Registration of dealers, advisers, and managers

Alberta's Securities Act, like other securities law in Canada, requires the registration of firms and individuals, specifically dealers, advisers, and investment fund managers, who are in the business of:

• trading and advising in securities or derivatives
• managing investment funds on behalf of the investors

There are several registration categories for firms and individuals to choose from. However, there are registration exemptions and reliefs that may apply to a specific firm or individual.

As the securities regulator in the province, the Alberta Securities Commission (ASC) can:

• receive and review applications from firms and individuals who are applying for registration
• confirm with investors if the firm or individual they're dealing with is registered

Registration with the ASC is in addition to the registration requirements for investment dealers and mutual fund dealers, who must also be registered with CIRO.

If you're a professional who is not sure if the registration requirement applies to you, it is best to seek legal advice from a corporate finance lawyer.

Requirements for reporting issuers

There are two key requirements that the Canadian securities regulators impose on public or listed companies once they're considered as reporting issuers. Under Québec's Securities Act, these requirements are the following:

• prospectus requirement: a reporting issuer must issue a prospectus when it issues securities; this must contain a full disclosure of all the material facts on the securities being issued
• continuous disclosure requirement: reporting issuers must file two types of reports, namely, the periodic disclosure and the timely disclosure, depending on the corporate affairs of the issuer

These requirements also have their own exceptions, just like the registration requirements. The Securities Act of Québec can exempt a reporting issuer from the prospectus requirement either based on the nature of the securities or the nature of the distribution.

Enforcing disciplinary actions against securities law violators

Canadian securities regulators can take disciplinary action in several ways when securities laws are violated. They can also investigate and act at an early stage to prevent violations.

For instance, the Ontario Securities Commission (OSC) is empowered by Ontario's Securities Act to take the following enforcement actions:

• investigate alleged violations: the OSC can investigate entities for any prohibited acts under Ontario's Securities Act, including misleading disclosures, fraudulent claims or misrepresentation, insider trading, abusive trading practices, and other illegal activities
• monitors compliance of entities: before going into enforcement actions, the OSC can take preliminary steps after it has monitored the subject market participant; this includes issuing warnings, cease trade orders, and other clarificatory measures
• initiate enforcement proceedings: the OSC can also file cases against violators, either with the Capital Markets Tribunal or with the courts, which can impose penalties, such as imprisonment, trading bans, disgorgement orders, or other administrative penalties

These powers are not unique to the OSC, as other Canadian securities regulators also take similar actions to prevent and address violations of securities laws.

Making regulations for securities regulation

Aside from implementing the securities law that created them, the provincial and territorial securities regulators can issue regulations under the authority of the same laws. For instance, Nova Scotia's Securities Act empowers the Nova Scotia Securities Commission (NSSC) to make rules about several matters.

How can lawyers help clients when dealing with Canadian securities regulators?

Keeping up with Canada's securities laws, and how they are enforced by securities regulators, is a must for both investors and issuers. As such, corporate finance lawyers are there to assist them through the following:

• explaining how clients can comply with provincial/territorial securities laws
• reviewing clients' internal compliance systems
• representing clients before a securities regulator or the court

Canadian securities regulators: Keeping Canada's investment marketplace fair

Investment deals, whatever their size and whoever the parties involved, are governed and scrutinized by the provincial and territorial securities regulators. Both sides of the meeting table – investors and issuers, along with their advisers or dealers – must be aware of the rules that these regulators impose on them. In all of this, corporate finance lawyers are there to assist their clients.

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