Dealer Members are required to provide written notification to CIRO of certain business changes, as set out in the Mutual Fund Dealer Rules or the Investment Dealer and Partially Consolidated Rules (IDPC Rules), as applicable. For example, Dealer Members must obtain CIRO approval before allowing a person to own a significant equity interest in the Dealer Member.
Dealer Members should only submit their business change request if they intend to implement the change upon obtaining CIRO approval, or shortly after.
Mutual Fund Dealer Rule 600 describes events that Mutual Fund Dealer Members are required to report to CIRO. Reportable events include, but are not limited to:
In addition to these reporting requirements, Mutual Fund Dealer Members are also required to report other types of events, which include but are not limited to:
Section 2246 of the Investment Dealer and Partially Consolidated Rules (IDPC Rules) requires Investment Dealer Members to notify CIRO in writing before any material change to their business activities. Refer to Guidance Note GN-2200-21-001 for more information on the purpose of this notification requirement and what constitutes a “material change’ to a Dealer Member’s business activities.
The IDPC Rules also require Investment Dealer Members to notify CIRO in writing before engaging in certain activities or transactions, which include but are not limited to:
Dealers seeking to implement a material change to business activities or other changes requiring prior notice to CIRO (collectively, a "business change") must provide complete and accurate information with key elements finalized. This ensures an efficient and continuous review process.
The notification process for business changes is outlined below. For questions, please contact [email protected].
1. Review the Request for Business Change template (PDF), including any supporting materials referenced therein.
CIRO has developed the Request for Business Change template (PDF) as a tool for Investment Dealer Members to notify CIRO of their proposed business change. To avoid delays in processing, complete the template in full, providing relevant details in the text boxes provided. For any supporting materials, please label them with the corresponding section number of the Request for Business Change template.
Mutual Fund Dealer Members are not required to complete the Request for Business Change template. Instead, they should provide a detailed written notice describing the change and any relevant supporting materials.
2. Submit the completed template and supporting materials to CIRO.
Submit the required notice (i.e., the completed template) 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 to allow for a meaningful review of the proposed change. Incomplete submissions or submissions with material deficiencies will not be accepted for review.
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.
3. Update the firm’s registration information with the securities regulatory authority in the applicable jurisdictions.
Depending on the type of business change, Members may be required to also update their firm registration information with the applicable securities regulatory authority of the Canadian Securities Administrators. Information on how to update the firm’s registration with the CSA can be found on the websites for each jurisdiction. Please refer to the Regulatory Links below.
4. 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 dealer to provide additional materials or responses, and dealers are expected to submit substantially complete and accurate information within the specified timeframe to maintain progress. If a deadline cannot be met, dealers may request an extension in writing. For material change to business activities applications, CIRO is committed to a 20-business day response timeline, provided the dealer’s submission is thorough and accurate.
Note that during the review process, you may also be requested to submit filings related to individual registrants through the National Registration Database (NRD) in accordance with NI 33-109.
5. Wait for confirmation that CIRO’s review is complete.
Once CIRO staff have completed their review of the Member’s proposed business change, 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.
Members are encouraged to refer to the Notifying CIRO of Business Changes webcast for further information on the process for notifying CIRO of a business change. Compliance CE credits are available upon the completion of the webcast.