Notice of Ownership Changes
General Information
Dealer Members are required to provide written notification to CIRO of certain ownership changes, as set out in the Mutual Fund Dealer Rules or the Investment Dealer and Partially Consolidated Rules, as applicable.
Mutual Fund Dealer Rule 8.4 requires Mutual Fund Dealer Members to obtain prior approval from CIRO before permitting an investor, alone or together with its associates and affiliates, to own: (i) a “significant equity interest” in the Member; or (ii) special warrants or any other securities that are convertible or exchangeable at any time in the future, into a “significant equity interest” in the Member.
Investment Dealer Members must notify CIRO in writing of any change of ownership of the Member or its holding companies, and in certain cases, obtain prior CIRO approval.
Ownership Change Notification Process
Dealer Members proposing a change of ownership of the Member or its holding companies must provide CIRO with complete and accurate information regarding the change. This ensures an efficient and continuous review process. The notification process for ownership changes is outlined below. For questions, please contact [email protected].
1. Review the applicable Notice of Ownership Change tool, including any supporting materials referenced therein.
CIRO has developed the Notice of Ownership Change (Mutual Fund Dealer) tool (PDF) to assist Mutual Fund Dealer Members in preparing a fulsome submission to CIRO of a proposed ownership change that involves owning a “significant equity interest” in the Member. (Refer to Mutual Fund Dealer Rule 8.4 for full details.) To avoid delays in processing, complete all sections of the tool. Ensure any supporting materials are labelled with the corresponding section number of the Notice of Ownership Change (Mutual Fund Dealer).
CIRO has developed the Notice of Ownership Change (Investment Dealer) tool (PDF) to assist Investment Dealer Members in preparing a fulsome submission to CIRO of a proposed ownership change of the Member or its holding companies. To avoid delays in processing, complete all sections of the tool. Ensure any supporting materials are labelled with the corresponding section number of the Notice of Ownership Change (Investment Dealer).
2. Submit the Notice and supporting materials to CIRO.
Submit the required notice (e.g., the Notice of Ownership 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. 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 ownership 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. 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.
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.
5. Wait for confirmation that CIRO’s review is complete.
Once CIRO staff have completed their review of the Member’s proposed ownership change, CIRO will inform the Member in writing that the review is complete and either: (a) confirm approval or non-objection to the proposed ownership change, or (b) direct that the ownership 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 ownership change.
Additional Resources
Regulatory Links
- Alberta Securities Commission
- Autorité des marchés financiers
- British Columbia Securities Commission
- Canadian Securities Administrators
- Manitoba Securities Commission
- New Brunswick Financial and Consumer Services Commission
- Office of the Superintendent of Securities Service Newfoundland and Labrador
- Northwest Territories Office of the Superintendent of Securities
- Nova Scotia Securities Commission
- Nunavut Securities Office
- Ontario Securities Commission
- Prince Edward Island Office of the Superintendent of Securities
- Financial and Consumer Affairs Authority of Saskatchewan
- Office of the Yukon Superintendent of Securities
Welcome to CIRO.ca!
You can find the Canadian Investment Regulatory Organization (CIRO) at CIRO.ca with our fresh look and feel.
The following sections of the legacy mfda.ca and iiroc.ca sites have been migrated to ciro.ca:
- Enforcement
- Hearings
- Consultations
- A unified member directory (Dealers We Regulate)
- Advisor Report
We will continue moving items off MFDA and IIROC in 2024. Stay tuned for future updates.