Crypto Asset Trading Platforms: Becoming a Dealer Member and Notice of Business Changes

General Information

Under securities regulations, to carry on business in Canada, investment dealers and mutual fund dealers are required to become CIRO Dealer Members. A firm is eligible for membership in CIRO if:

  • it is formed under Canadian federal, provincial or territorial law. A firm outside Canada would need to create a Canadian entity that would apply for CIRO membership;
  • it proposes to carry on business in Canada as a dealer;
  • it is registered or licensed in each jurisdiction in Canada where the nature of the business requires registration or licensing;
  • it is in compliance with applicable securities legislation and the requirements of any securities regulatory authority having jurisdiction over it; and
  • the firm and its directors, partners, officers, employees and agents, will comply with the By-laws, Rules, and Policies of CIRO.

A firm that facilitates the trading of securities, derivatives, instruments, or contracts that involve crypto assets is known as a Crypto Asset Trading Platform (CTP). These firms are expected to be registered as Investment Dealers (IDs) and approved as CIRO Dealer Members.

The information on this page details the submission process for:

  • CTPs seeking CIRO membership for the first time; and
  • Existing CIRO Dealer Members adding a CTP business line

Quick Links

Where CSA members have delegated the registration of investment dealers to CIRO, CIRO will review the firm’s application for firm registration (Form 33-109F6). In cases where an existing CIRO Dealer Member submits a Notice of Material Business Change to add a CTP business line, the firm must also complete and provide Form 33-109F5 – Change of Registration Information. Firms should submit a membership application or material business change request only when they plan to commence the CTP business activity shortly after receiving CIRO approval or non-objection or within a reasonable period of time.

We encourage CTP applicants and CIRO Dealer Members seeking to add a CTP business line to obtain guidance from a compliance consultant or legal counsel with expertise in Canadian securities legislation and CIRO rules, to ensure they are fully prepared before making their submission.

For questions about CIRO’s submission and review process, please contact [email protected].

Becoming a Dealer Member

    Prepare the Application

    1. Complete the Membership Application Readiness Questionnaire (PDF) to self-assess the firm’s preparedness for applying for CIRO membership.

    The Readiness Questionnaire will assist the firm in determining whether it has the required infrastructure, capital, policies & procedures, systems, and key personnel to begin the process of applying for membership. In particular, the guidance for an Investment Dealer should be followed for a CTP.

    Part of CIRO’s review of the application includes an assessment of whether the applicant has the necessary resources and regulatory expertise to comply with CIRO requirements on an ongoing basis once admitted to membership. Consideration of this aspect should factor into your preparation for applying for CIRO membership.

    2. Review the Guidance for Applicants (PDF), the New Membership Application – Documentation Checklist (PDF), and the Supplemental Documentation Checklist for Crypto Asset Trading Platforms (PDF) for information on the materials that applicants must prepare.

    The Guidance for Applicants (PDF) describes what CIRO staff will review for a membership application. The Documentation Checklist (PDF) sets out the additional materials, forms and supporting documents that must be included with the application. CTPs must also refer to the Supplemental Documentation Checklist for Crypto Asset Trading Platforms (PDF). This supplemental checklist details the additional materials and requirements that are part of a CTP’s New Membership Application.

    CTP applicants must assess any exemptive relief they intend to seek from CIRO Investment Dealer and Partially Consolidated (IDPC) Rules or applicable CSA requirements. Exemption requests must clearly identify the specific IDPC Rule, outline the relevant facts, provide the rationale (including references to policy or past CIRO decisions), and include supporting documents. Copies of any CSA exemptive relief applications should also be provided. For further details please refer to Exemption Applications Relating to IIROC Rules | Canadian Investment Regulatory Organization.

    Membership applications undergo thorough review by CIRO staff, including material analysis and discussions with the applicant’s management and technical personnel. Reviewing the guidance above beforehand will help firms determine their readiness to apply.

    3. Contact CIRO’s Membership Intake team at [email protected] to book an introductory meeting.

    During the introductory meeting, CIRO staff will guide the firm through the application process, discuss relevant timelines, and identify key areas of the firm’s business that will be assessed during the review. The meeting will also serve as an important opportunity for CIRO staff to meet the applicant’s principals and obtain information regarding the firm’s overall business plan.

    Submit the Application & Fee

    4. Submit a fully completed Membership Application (PDF) and the required supporting materials to CIRO, including any applications for exemptive relief from CIRO requirements.

    Once the applicant is ready to apply for membership, contact [email protected] to receive a ShareFile link and instructions for uploading the membership application package. For information on what constitutes a complete application please refer to Guidance for Firm Applications.

    Applicants can avoid unnecessary delays in the review and processing of their membership application by:

    Once CIRO staff have determined the submission to be substantially complete, CIRO will provide a written confirmation to the firm that their application has been accepted for review.

    5. Apply for registration as an Investment Dealer, including any request for exemptive relief, with the applicable securities regulatory authority in each relevant jurisdiction.

    In Canada, becoming registered as a CTP Investment Dealer is a two-pronged process. The firm must:

    • apply to become a member of CIRO; and
    • apply for registration, and any applicable exemptive relief, with the applicable securities regulatory authority of the CSA in each jurisdiction the firm intends to operate.

    If the applicant’s head office is in a jurisdiction where the CSA member has delegated the firm registration function to CIRO, the applicant must include their completed Form 33-109F6 (PDF) when submitting their membership application to CIRO. CIRO will review the Form 33-109F6 in parallel with the firm’s membership application. Refer to Delegation of additional registration functions to CIRO for more information regarding delegation of firm registration.

    Information on how to apply for dealer registration with CSA members that have not delegated firm registration to CIRO can be found on the CSA members’ websites. Links to the websites for each CSA member are provided in the Regulatory Links below.

    6. Pay Entrance Fee.

    Once CIRO accepts a membership application for review, the applicant must pay a non-refundable Entrance Fee. CIRO staff will provide the wire transfer instructions for submitting the payment.

    The amount of the non-refundable Entrance Fee for a CTP applicant is $40,000. Refer to CIRO Rules Bulletin 25-0017 – Integrated Fee Model for further information on the fee model.

    While Your Application is Under Review

    7. File Monthly Financial Reports (MFRs) starting the month the membership application is accepted for review.

    Please contact Eliana Castillo at [email protected] to be set up on SIRFF.

    8. Respond to follow-up information requests from CIRO staff during the review process.

    All membership applications undergo an extensive review with respect to financial & operations compliance, business conduct compliance, trading conduct compliance and registration requirements. Applicants will not be admitted to membership until they can demonstrate that they can meet these requirements.

    The completeness of the applicant’s initial and subsequent submissions to CIRO and the timeliness of their responses to information requests, will impact the time it will take to process the application. Changes to the firm’s original business proposal or operations may require CIRO staff to redo all or parts of their review, or introduce additional considerations, potentially prolonging the review process. For information on timelines please visit Service Standards for New Firm Applications and Material Business Changes.

    In accordance with CIRO’s Internal Fee Model Guidelines and CIRO By-law No. 1, paragraph 3.5(4), if CIRO’s review or consideration of an application requires excessive attention, time and resources, CIRO’s Board of Directors may require the applicant to reimburse CIRO for its costs and expenses attributable to the review of the application.

    Note that during the review process, you will also be requested to submit filings related to individual registrants through the National Registration Database (NRD) in accordance with NI 33-109.

    Applicants are also responsible for ensuring they have all other regulatory approvals required to operate in Canada, such as CSA approvals and registration as a Money Services Business (MSB) with FINTRAC. Delays in obtaining these approvals may delay commencement of business.

    Application Approval

    9. Wait for CIRO confirmation of membership approval.

    Once CIRO staff have completed our compliance review of the membership application and are satisfied that the application meets membership requirements, the application will be submitted to CIRO’s Board of Directors for consideration. The Board will decide whether to:

    • approve the membership application;
    • approve the membership application with terms and conditions; or
    • reject the application.

    Exemptions from CIRO requirements must also be approved by the CIRO Board of Directors before written approval can be issued for the Member to commence operations.

    CIRO will notify the applicant in writing of the Board’s decision. Once the Board approves the application, the firm will be admitted to membership once administrative requirements have been finalized (e.g., payment of any remaining fees), and the applicable CSA jurisdictions have confirmed approval of the firm's registration. Investment Dealer registration and any required exemptive relief must also be in place before the firm is admitted to membership.

    10. Ongoing membership requirements.

    Once accepted into membership, the CTP Dealer Member can commence business and will be subject to various ongoing requirements, including regulatory and financial reporting. Many of these reporting requirements have filing deadlines and, in some cases, the firm may be charged late filing fees.

    All Dealer Members must also inform CIRO of any material changes to information originally submitted to CIRO in the firm’s membership application or registration application (where firm registration has been delegated to CIRO). Examples of material changes with respect to the Dealer Member include:

    • change in business activities, such as adding new products or services;
    • change of name or address for service;
    • change in registration or licensing with the relevant securities commission;
    • changes in ownership and control;
    • reorganizations, mergers, and amalgamations;
    • civil proceedings; and
    • change in, or refusal of, insurance bond.

    Many of these changes require prior notification to CIRO or prior approval from CIRO. Members should refer to CIRO By-laws, the Investment Dealer and Partially Consolidated Rules, as applicable, and National Instrument 33-109 to determine the reporting requirements applicable to their firm.

    Notice of Business Changes

      Prepare the Notice

      1. Review the Notice of Material Business Change tool (PDF) and Supplemental Documentation Checklist for Crypto Asset Trading Platforms (PDF), including any supporting materials or exemptive relief referenced therein.

      Submissions to add a CTP to an existing Dealer Member is considered a Material Business Change and must undergo review by CIRO staff.

      CIRO has developed the Notice of Material Business Change tool (PDF) to assist Investment Dealer Members prepare a fulsome submission to CIRO of their proposed business change. To avoid delays in processing, complete all sections of the tool applicable to your proposed CTP business line. Ensure any supporting materials are labelled with the corresponding section number of the Notice of Material Business Change.

      The Supplemental Documentation Checklist for Crypto Asset Trading Platforms (PDF) outlines the additional materials that CIRO Dealer Members must submit when applying to add a Crypto Asset Trading Platform to their current operations. Reviewing the above checklist ahead of time will help the Member assess whether it is ready to submit a business change for a CTP.

      Members seeking to add a CTP business line should carefully assess any exemptive relief they intend to seek from CIRO IDPC Rules or applicable CSA requirements. Exemption requests must clearly identify the specific IDPC Rule, outline the relevant facts, provide the rationale (including references to policy or past CIRO decisions), and include supporting documents. Copies of any CSA exemptive relief applications should also be provided. For further details please refer to Exemption Applications Relating to IIROC Rules | Canadian Investment Regulatory Organization.

      2. Contact CIRO’s Membership Intake team at [email protected] to book an introductory meeting.

      During the introductory meeting, CIRO staff will guide the firm through the application process, discuss relevant timelines, and identify key areas of the firm’s CTP proposal that will be assessed during the review.

      Submit the Notice & Fee

      3. Submit the Notice and supporting materials to CIRO, including any applications for exemptive relief from CIRO requirements.

      Submit the required notice (e.g., the Notice of Material Business Change) and any supporting materials to [email protected]. Alternatively, Members may request a ShareFile link from [email protected]. The notice submitted by the Member must contain sufficient information and documentation for CIRO to commence a meaningful review of the proposed change to add a CTP business line, including detailed and specific reference to the CIRO IDPC Rules that the Member is requesting exemptive relief from. For information on what constitutes a complete application please refer to Guidance for Firm Applications.

      Once CIRO staff have determined the submission to be substantially complete, CIRO will provide a written confirmation to the Member that the notice has been accepted for review.

      4. Update the firm’s registration information, including any request for exemptive relief, with the securities regulatory authority in the applicable jurisdictions.

      For material business changes including the addition of a CTP, Members are required to update their firm registration information with the applicable CSA member(s).

      If the Member’s head office is in a jurisdiction where the CSA member has delegated the firm registration function to CIRO, the Member must include the relevant changes to the Form 33-109F6 Registration Information when submitting their Notice of Material Business Change to CIRO. Changes to the Form 33-109F6 that constitute a material business change are as follows:

      • Item 1.4 – Change in the firm’s registration category
      • Item 3.1 – Change in the firm’s business
      • Item 3.8 – Change in the legal structure of the firm
      • Item 4.3 – Membership in an exchange
      • Item 4.6 – Registration for other financial products
      • Item 6.1 – Access to client assets

      Members must submit their completed Form 33-109F5 (PDF) and a blacklined Form 33-109F6 (PDF) with their Notice of Material Business Change to CIRO, for jurisdictions where firm registration has been delegated to CIRO. CIRO will review the revised Form 33-109F6 in parallel with the Member’s Notice of Material Business Change.

      Refer to Delegation of additional registration functions to CIRO for more information regarding delegation of firm registration. Information on how to submit updates to a firm’s registration with CSA members that have not delegated firm registration to CIRO can be found on the CSA members’ websites. Links to the websites for each CSA member are provided in the Regulatory Links below.

      Additionally, any applicable exemptive relief from CSA rules must be filed with the applicable securities regulatory authority of the CSA in each jurisdiction the firm intends to operate. It is critical that any relevant notice of exemptive relief is provided to the CSA, and that this review is conducted concurrently with CIRO’s analyses of the Notice of Material Business Change. CSA approval for exemptive relief must be given before CIRO can provide non-objection for the overall proposed business change.

      5. Pay Fee

      Once CIRO accepts the notice for review, the Member must pay a non-refundable fee. CIRO staff will provide the instructions for submitting the payment.

      The amount of the non-refundable fee for a CIRO Investment Dealer to add a CTP business line is $10,000. CIRO’s review will commence once the payment has been received. Refer to the Bulletin 25-0017 – Integrated Fee Model for further information on fees.

      Please note, in accordance with CIRO’s Internal Fee Model Guidelines if CIRO’s review or consideration of an application requires excessive attention, time and resources, CIRO’s Board of Directors may require the applicant to reimburse CIRO for its costs and expenses attributable to the review of the application.

      While Your Notification is Under Review

      6. Respond to follow-up information requests from CIRO staff during the review process.

      The completeness of the Member’s notification and their responsiveness to CIRO staff inquiries directly affect the processing time for the proposed change. However, business changes involving complex models or requiring exemptive relief from securities rules will necessitate additional review time. Members should expect to work closely with CIRO staff during the review to clarify information and address potential issues, ensuring an efficient process.

      CIRO staff will set deadlines for the Member to provide additional materials or responses, and Members are expected to submit substantially complete and accurate information within the specified timeframe to maintain progress. If a deadline cannot be met, Members may request an extension in writing. For information on timelines please visit Service Standards for New Firm Applications and Material Business Changes.

      Note that during the review process, Members may also be requested to submit filings related to individual registrants through the National Registration Database (NRD) in accordance with NI 33-109.

      Completion of CIRO’s Review

      7. Wait for confirmation that CIRO’s review is complete.

      Once CIRO staff have completed their review of the Member’s proposed business change to add a CTP line of business, CIRO will inform the Member in writing that the review is complete and either: (a) confirm approval or non-objection to the proposed business change, or (b) direct that the business change not be completed if CIRO staff determine that the obligations of the Member to its clients cannot be satisfied or that the Member will not comply with CIRO’s By-laws and Rules as a result of the proposed business change.

      Exemptions from CIRO requirements submitted in connection with a notice of material business change for a Member to add a CTP line of business must be approved by the CIRO Board of Directors before written approval or a letter of non-objection can be issued for the Member to commence its proposed CTP operations.

      Resources for CTPs

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