In response to the COVID-19 pandemic, securities regulatory authorities in each of Canada's provinces and territories have temporarily extended certain deadlines in respect of documents or information to be filed or payment of fees by certain registrants and unregistered capital markets participants.
By way of example, in Ontario, the temporary relief was made available by the Ontario Securities Commission (OSC) under Ontario Instrument 31-510 Temporary Exemption from Certain Financial Statement and Information Delivery Requirements for Registrants and Unregistered Capital Markets Participants (the Order). The Order extends the deadlines for Ontario-registered dealers, advisers and investment fund managers to deliver financial statements and certain other information and the deadline for registrant firms and unregistered capital markets participants to satisfy certain fee-related requirements under Ontario securities law and Ontario commodity futures law by 45 days after the original due date. "Unregistered capital markets participants" include non-Canadian firms that rely on the international dealer exemption, the international adviser exemption or the international investment fund manager exemption in Ontario.
The relief is effective March 23, 2020 and applies in cases where the original due date for filing a document or information or to make a payment falls between March 23, 2020 and June 1, 2020. No advance application, notice or press release is required to rely on this relief.
Registrant financial information
The Order extends the deadline for registrants to deliver the following financial information under National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103) for a period of 45 days provided that the registrant satisfies the requirements no later than 45 days after the original deadline:
- in the case of a registered dealer, its annual financial statements, its interim financial information and its related completed Forms 31-103F1 Calculation of Excess Working Capital (Form 31-103F1) (as required under subsections 12.12(1) and 12.12(2) of NI 31-103);
- in the case of a registered adviser, its annual financial statements and its completed Form 31-103F1 (as required under section 12.13 of NI 31-103);
- in the case of a registered investment fund manager, its annual financial statements, its interim financial information and its related completed Forms 31-103F1 and Forms 31-103F4 Net Asset Value Adjustments (as required under subsection 12.14(1) and 12.14(2) of NI 31-103);
- in the case of a registered mutual fund dealer that is a member of the MFDA and is registered as an exempt market dealer or scholarship plan dealer, its completed annual and interim MFDA Form 1 MFDA Financial Questionnaire and Report (MFDA Form 1) (as required under paragraph 12.12(2.1)(b) and 12.12(2.1)(c) of NI 31-103);
- in the case of a registered investment dealer that is a member of IIROC and is registered as an investment fund manager, its completed annual and interim IIROC Form 1 Joint Regulatory Financial Questionnaire and Report (as required under paragraphs 12.14(4)(b) and 12.14(4)(c) of NI 31-103);
- in the case of a registered mutual fund dealer that is a member of the MFDA and is registered as an investment fund manager, its completed annual and interim MFDA Form 1 MFDA Financial Questionnaire and Report (as required under paragraphs 12.14(5)(b) and 12.14(5)(c) of NI 31-103);
- in the case of an adviser (commodity trading manager) referred to in section 15 of Regulation 90 made under the Ontario Commodity Futures Act (the CFA General Regulation), its audited financial statements (as required under subsection 15(1) of the CFA General Regulation);
Regulatory fee filing and payments
The Order also extends the deadline to comply with the following regulatory fee filing and payment requirements for a period of 45 days provided that the firm satisfies the requirements no later than 45 days after the original deadline:
- in the case of a registrant or an unregistered capital markets participant (a non-Canadian firm that relies on the international dealer exemption, the international adviser exemption or the international investment fund manager exemption in Ontario) that estimated its "specified Ontario revenues" for a previous financial year under subsection 3.2(1) of OSC Rule 13-502 Fees (Rule 13-502 Fees), the requirement to (a) calculate its "specified Ontario revenues", (b) determine the applicable "participation fee" and (c) pay the balance owing of any participation fees paid in respect of the previous year and file a completed Form 13-502F4 (Capital Markets Participation Fee Calculation) and Form 13-502F5 (Adjustment of Fee) (paragraphs (a) to (c) of subsection 3.2(2) of Rule 13-502 Fees); and
- in the case of a dealer or an adviser registered under the Ontario Commodity Futures Act that estimated its specified Ontario revenues for a previous financial year under subsection 2.3(1) of OSC Rule 13-503 (Commodity Futures Act) Fees (Rule 13-503 CFA Fees), the requirement to (a) calculate its "specified Ontario revenues", (b) determine the applicable "participation fee" and (c) pay the balance owing of any participation fees paid in respect of the previous financial year and file a completed Form 13-503F1 (CFA Participation Fee Calculation) and Form 13-503F2 (CFA Adjustment of Fee) (paragraphs (a) to (c) of subsection 2.3(2) of Rule 13-503 CFA Fees).
Requirements for Relying on the Order
A firm that is required to provide the OSC with a document or information or to make a payment as described above between March 23, 2020 and June 1, 2020 must provide the document or information or make the payment no later than 45 days after the original due date.
The Order came into force on March 23, 2020 and remains in effect for 120 days.
Equivalent relief, as applicable, has also been granted by other securities regulatory authorities in Canada under the following local blanket orders.
Market participants should review the terms of the local blanket orders in the relevant Canadian jurisdictions with respect to their specific filing, delivery or other obligations in these jurisdictions.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
