Rule Text
  1. Unless otherwise specifically provided in any Requirement, notice to any person shall be sufficiently given if:
    1. delivered personally to the person to whom it is to be given;
    2. delivered or mailed by pre-paid ordinary mail to the last address of such person as recorded by the Market Regulator or any securities regulatory authority or recognized self-regulatory organization; or
    3. provided by telephone transmission or any other form of transmitted or recorded communication or in any other manner, including electronic means, which may, in all the circumstances, could be reasonably expected to come to the attention of such person.
  2. The Market Regulator may change the address of any person on the records of the Market Regulator in accordance with any information believed by the Market Regulator to be reliable.
  3. A notice delivered in accordance with this section shall be deemed to have been given when the notice is delivered personally or at the address aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice sent by any means of wire or wireless or any other form of transmitted or recorded communication shall be deemed to have been given when delivered to the appropriate communication company or agency or its representatives for dispatch.

Defined Terms:

NI 14-101 section 1.1(3) – “securities regulatory authority”

UMIR section 1.1 – “Market Regulator” and “Requirements”

UMIR section 1.2(2) – “person”

History

Regulatory History:

Effective December 9, 2013, the applicable securities commissions approved amendments to the French version of UMIR. See Notice 13‑0294 – Notice of Approval and Implementation – “Amendments to the French version of UMIR” (December 9, 2013).

Rule Text

Any person directly affected by any direction or decision of a Market Integrity Official or a Market Regulator made in connection with the administration of UMIR shall request a review of the direction or decision by an executive officer of the Market Regulator prior to applying to the applicable securities regulatory authority for a hearing and review or appeal.

Defined Terms:

NI 14-101 section 1.1(3) – “securities regulatory authority”

UMIR section 1.1 – “ “Market Integrity Official”, “Market Regulator” and “UMIR”

UMIR section 1.2(2) – “person”

History

Regulatory History:

In connection with the recognition of IIROC and its adoption of UMIR, the applicable securities commissions approved an amendment to repeal and replace Rule 11.3 that came into force on June 1, 2008. See Footnote 1 in Status of Amendments.

Rule Text
  1. A Market Regulator may, from time to time, make or amend a provision of UMIR or Policy.
  2. A provision of UMIR or Policy or an amendment to a provision of UMIR or Policy shall not become effective without the approval of the applicable securities regulatory authority.

Defined Terms:

NI 14-101 section 1.1(3) – “securities regulatory authority”

UMIR section 1.1 – “Market Regulator”, “Policy” and “UMIR”

History

Regulatory History:

In connection with the recognition of IIROC and its adoption of UMIR, the applicable securities commissions approved amendments to Rule 11.2 that came into force on June 1, 2008 to replace the word “Rule” with “provision of UMIR”. See Footnote 1 of Status of Amendments.

Effective December 9, 2013, the applicable securities commissions approved amendments to the French version of UMIR. See IIROC Notice 13-0294 - “Rules Notice – Notice of Approval and Implementation – UMIR – Amendments to the French version of UMIR” (December 9, 2013).

Rule Text
  1. A Market Regulator may exempt a specific transaction from the application of a provision of UMIR, if in the opinion of the Market Regulator, the provision of such exemption:
    1. would not be contrary to the provisions of any applicable securities legislation and the regulation and rules thereunder;
    2. would not be prejudicial to the public interest or to the maintenance of a fair and orderly market; and
    3. is warranted after due consideration of the circumstances of the particular person or transaction.
  2. A Market Regulator may, upon approval by the applicable securities regulatory authority, exempt a marketplace or a class of transactions from the application of a provision of UMIR.
  3. The Market Regulator shall amend UMIR to reflect any exemption provided under subsection (2).

Defined Terms:

NI 14-101 section 1.1(3) – “securities legislation” and “securities regulatory authority”

UMIR section 1.1 – “Market Regulator”, “marketplace” and “UMIR”

UMIR section 1.2(2) – “person”

History

Regulatory History:

In connection with the recognition of IIROC and its adoption of UMIR, the applicable securities commissions approved amendments to make editorial changes. See Footnote 1 in Status of Amendments.

Effective December 9, 2013, the applicable securities commissions approved amendments to the French version of UMIR. See IIROC Notice 13-0294 - “Rules Notice – Notice of Approval and Implementation – Amendments to the French version of UMIR” (December 9, 2013).

Rule Text
  1. A marketplace that has provided access to a Participant or Access Person shall forthwith report to the Market Regulator the fact that the marketplace:
    1. has terminated the access of the Participant or Access Person to the marketplace; or
    2. knows or has reason to believe that the Participant or Access Person has or may have breached a material provision of any Marketplace Rule or agreement pursuant to which the Participant or Access Person was granted access to the marketplace.
  2. A Participant that has provided access to a marketplace pursuant to direct electronic access or through a routing arrangement shall forthwith report to the Market Regulator the fact that the Participant:
    1. has terminated the access of the client under the arrangement for direct electronic access or of the investment dealer or foreign dealer equivalent through a routing arrangement; or
    2. knows or has reason to believe that the client, investment dealer or foreign dealer equivalent has or may have breached a material provision of:
      1. any standard established by the Participant for the granting of direct electronic access or a routing arrangement, or
      2. the written agreement between the Participant and the client regarding the direct electronic access, or the investment dealer or foreign dealer equivalent regarding a routing arrangement.

Defined Terms:

NI 31-103 section 1.1 – “investment dealer”

UMIR section 1.1 – “Access Person”, “direct electronic access”, “foreign dealer equivalent”, “Market Regulator”, “marketplace”, “Marketplace Rule”, “Participant” and “routing arrangement”

Related Provisions:

UMIR section 7.13

History

Regulatory History:

On July 4, 2013 the applicable securities commissions approved an amendment, effective March 1, 2014 to add Rule 10.18. See IIROC Notice 13-0184 - “Provisions Respecting Third-Party Electronic Access to Marketplaces” (July 4, 2013).

Rule Text
  1. A Participant that has, under Rule 7.1, authorized an investment dealer to perform on its behalf the setting or adjusting of a specific risk management or supervisory control, policy or procedure or the provision of risk management or supervisory controls, policies and procedures to a third party shall forthwith report to the Market Regulator the fact that:
    1. the written agreement with the investment dealer or third party has been terminated; or
    2. the Participant knows or has reason to believe that the investment dealer or third party has failed to promptly remedy any deficiency identified by the Participant.

Defined Terms:

UMIR section 1.1 – “Market Regulator” and “Participant”.

Related Provisions:

UMIR sections 7.1(7) – (10) and UMIR Policy 7.1 Part 7.

History

Regulatory History:

On December 7, 2012, the applicable securities commissions approved an amendment, effective March 1, 2013, to add section 10.17. See IIROC Rules Notice 12-0363 - “Provisions Respecting Electronic Trading” (December 7, 2012).

Rule Text
  1. An officer, director, partner or employee of a Participant shall forthwith report to their supervisor or the compliance department of the Participant upon becoming aware of activity in a principal account, non-client account or client account of the Participant or a related entity that the officer, director, partner or employee believes may be a violation of:
    1. Subsection (1) of Rule 2.1 respecting specific unacceptable activities;
    2. Rule 2.2 respecting manipulative and deceptive activities;
    3. Rule 2.3 respecting improper orders and trades;

      (c.1) Subsection (1) of Rule 3.3 respecting a reasonable expectation to settle prior to the entry of an order for a short sale;

    4. Rule 4.1 respecting frontrunning;
    5. Part C of Corporation Rule 3100 – Best Execution of Client Orders respecting best execution of client orders;
    6. Rule 5.3 respecting client priority;
    7. Rule 6.4 respecting trades to be on a marketplace; and
    8. Any Requirement that has been designated by the Market Regulator for the purposes of this subsection.
  2. An officer, director, partner or employee of an Access Person shall forthwith report to their supervisor or the compliance department of the Access Person upon becoming aware of activity by the Access Person or a related entity that the officer, director, partner or employee believes may be a violation of:
    1. Subsection (2) of Rule 2.1 respecting specific unacceptable activities;
    2. Rule 2.2 respecting manipulative and deceptive activities;
    3. Rules 2.3 respecting improper orders or trades;

      (c.1) Subsection (1) of Rule 3.3 respecting reasonable expectation to settle prior to the entry of an order for a short sale; and

    4. any Requirement that has been designated by the Market Regulator for the purposes of this subsection.
  3. If a supervisor or compliance department of a Participant or Access Person receives a report pursuant to subsection (1) or (2), the supervisor or compliance department shall diligently conduct a review in accordance with the policies and procedures of the Participant adopted in accordance with Rule 7.1 or in accordance with the ordinary practices of the Access Person.
  4. If the review conducted by the supervisor or compliance department concluded that there may be a violation, the supervisor or compliance department shall:
    1. make a written record of the report by the officer, director, partner or employee and the review conducted in accordance with subsection (3);
    2. diligently investigate the activity that is the subject of the report and review;
    3. make a written record of the findings of the investigation; and
    4. report the findings of the investigation to the Market Regulator if the finding of the investigation is that a violation of an applicable provision of UMIR has occurred and such report shall be made not later than the 15th day of the month following the month in which the findings are made.
  5. Each Participant and Access Person shall with respect to the records of the report, the review and the findings required by subsection (4):
    1. retain the records for a period of not less than seven years from the creation of the record; and
    2. allow the Market Regulator to inspect and make copies of the records at any time during ordinary business hours during the period that such record is required to be retained in accordance with clause (a).
  6. The obligation of a Participant or an Access Person to report findings of an investigation under subsection (4) is in addition to any reporting obligation that may exist in accordance with applicable securities legislation, the requirements of any self-regulatory entity and any applicable Marketplace Rules.

POLICY 10.16 – GATEKEEPER OBLIGATIONS OF DIRECTORS, OFFICERS AND EMPLOYEES OF PARTICIPANTS AND ACCESS PERSONS

Part 1 – The Gatekeeper Obligation

Rule 10.16 requires a Participant or Access Person to conduct further investigation or review where the Participant or Access Person has reason to believe that there may have been a violation of one of the provisions enumerated in Rule 10.16. A Participant or Access Person cannot ignore “red flags” which may be indicative of improper behaviour by a client, director, officer, partner or employee of the Participant, Access Person or related entity.

Defined Terms:

NI 14-101 section 1.1(3) – “securities legislation”

NI 21-101 section 1.1 – “order” and “self-regulatory entity”

UMIR section 1.1 – “Access Person”, “client order”, “employee”, “Market Regulator”, “marketplace”, “Marketplace Rules”, “Participant”, “principal account”, “related entity”, “Requirements” and “UMIR”

UMIR section 1.2(2) – “trade”

History

Regulatory History:

Effective April 1, 2005, the applicable securities commissions approved an amendment to add Rule 10.16 and Part 1 of Policy 10.16. See Market Integrity Notice 2005-011 – “Notice of Amendment Approval - Provisions Respecting Manipulative and Deceptive Activities” (April 1, 2005).

Effective February 1, 2011, the applicable securities commissions approved an amendment to delete clause (f) of subsection (1) of Rule 10.16 as a result of the repeal of Rule 5.2 and to renumber the remaining clauses accordingly. See Notice 11-0036 – “Provisions Respecting the Implementation of the Order Protection Rule” (January 28, 2011).

Effective December 9, 2013, the applicable securities commissions approved amendments to the French version of UMIR. See Notice 13-0294 – “Amendments to the French version of UMIR” (December 9, 2013).

Effective September 1, 2016, the applicable securities commissions approved amendments to make editorial changes to Rule 10.16. See IIROC Notice 16-0122 – “Implementation of the consolidated IIROC Enforcement, Examination and Approval Rules” (June 9, 2016).

Effective January 2, 2018, the applicable securities commissions approved amendments to update the rule reference to the best execution obligation in Rule 10.16. See IIROC Notice 17-0137 – “Amendments Respecting Best Execution” (July 6, 2017).

Effective December 31, 2021, the applicable securities commissions approved housekeeping amendments to replace rule references to the Dealer Member Rules with provisions of the IIROC Rules. See IIROC Notice 20-0042 – Rules Notice – Notice of Approval - UMIR - Housekeeping amendments to UMIR Following Implementation of IIROC Rules (March 5, 2020).

Effective July 27, 2023, the applicable securities commissions approved housekeeping amendments to UMIR to correct inaccurate referencing and typographical mistakes and to ensure consistency between the English and French versions of UMIR. See CIRO Bulletin 23-0107 – "Housekeeping Amendments to UMIR" (July 27, 2023).

On November 15, 2024, the applicable securities commissions approved amendments to UMIR to add a new positive requirement to have, prior to order entry, a reasonable expectation to settle on settlement date any order that upon execution would be a short sale, as well as related supervisory and gatekeeper requirements. See CIRO Bulletin 24-0349 – “Amendments Respecting the Reasonable Expectation to Settle a Short Sale” (December 5, 2024).

Rule Text
  1. The Market Regulator shall assign a unique identifier to:
    1. a marketplace for trading purposes upon the Market Regulator being retained as the regulation services provider for the marketplace.
  2. A marketplace, upon granting access to the trading system of the marketplace to a Participant or Access Person, shall assign a unique identifier to the Participant or Access Person for trading purposes.
  3. An Exchange upon listing of a security or a derivative, a QTRS upon quoting of a security and a marketplace upon commencement of trading of a foreign exchange-traded security shall assign a unique symbol for trading purposes.
  4. The Market Regulator in assigning an identifier pursuant to subsection (1) or an Exchange, QTRS or marketplace in assigning an identifier or symbol pursuant to subsection (2) or (3) shall not assign an identifier or symbol that is:
    1. different from the identifier or symbol previously assigned to the marketplace, Participant, security or derivative if such previously assigned identifier or symbol will continue to be used in respect of that marketplace, Participant, security or derivative;
    2. the same as an identifier or symbol assigned to another marketplace, Participant, security or derivative if such previously assigned identifier or symbol will continue to be used in respect of that other marketplace, Participant, security, or derivative;
    3. not in compliance with the provisions of any agreement made in accordance with section 7.5 of the Trading Rules for the co-ordination and monitoring and enforcement between each regulation services provider, Exchange and QTRS; or
    4. in a form or of a type that is not generally supported by the systems of market participants as defined for the purposes of applicable securities legislation.

Defined Terms:

NI 14-101 section 1.1(3) – “securities legislation”

NI 21-101 section 1.1 – “foreign exchange-traded security” and “regulation services provider”

NI 21-101 section 1.4 – Interpretation -- “security”

NI 31-103 section 1.1 – “investment dealer”

UMIR section 1.1 – “Access Person”, “derivative”, “direct electronic access”, “Exchange”, “foreign dealer equivalent”, “Market Regulator”, “marketplace”, “Participant”, “QTRS”, “routing arrangement” and “Trading Rules”

History

Regulatory History:

Effective June 26, 2009, the applicable securities commissions made an amendment to Rule 10.15. Specifically, the provision below was repealed and replaced:

  1. Each Participant and marketplace shall be assigned a unique identifier for trading purposes.
  2. Unless otherwise provided pursuant to an agreement made in accordance with section 7.5 of the Trading Rules, the Toronto Stock Exchange shall assign each identifier for the purposes of subsection (1) after consultation with each Exchange and QTRS.
  3. Each security that trades on a marketplace shall be assigned a unique symbol for trading purposes.
  4. Unless otherwise provided pursuant to an agreement made in accordance with section 7.5 of the Trading Rules, the Toronto Stock Exchange shall assign each symbol for the purposes of subsection (3) after consultation with each Exchange and QTRS.

See IIROC Notice 09-0191 - “Provisions Respecting the Assignment of Identifiers and Symbols” (June 26, 2009).

On July 4, 2013 the applicable securities commissions approved, effective March 1, 2014, amendments to subsections (1) and (2) to require identifiers for parties that access marketplaces using forms of third-party electronic access. See IIROC Notice 13-0184 – “Provisions Respecting Third-Party Electronic Access to Marketplaces” (July 4, 2013).

Effective July 26, 2021, the applicable securities commissions approved amendments to sections 1.1, 6.2, 7.13 and 10.15 to add identifier and/or designation requirements for clients on orders sent to a marketplace. See IIROC Notice 19-0071 – “Amendments Respecting Client Identifiers” (April 18, 2019).

Effective December 14, 2022, the applicable securities commissions approved amendments to UMIR 10.15. See IIROC Notice 22-0140 – “Amendments Respecting the Trading of Derivatives on a Marketplace” (September 15, 2022).

Rule Text

Each marketplace and each Participant shall synchronize the clocks used for recording the time and date of any event that must be recorded pursuant to UMIR to the clock used by the Market Regulator for this purpose.

Defined Terms:

UMIR section 1.1 – “Market Regulator”, “marketplace”, “Participant” and “UMIR”

History

Regulatory History:

In connection with the recognition of IIROC and its adoption of UMIR, the applicable securities commissions approved an amendment to section 10.14 that came into force on June 1, 2008 to replace the phrase “these Rules” with “UMIR”. See Footnote 1 in Status of Amendments.

Rule Text

Each Market Regulator shall provide information and other forms of assistance for market surveillance, investigative, enforcement and other regulatory purposes including the administration and enforcement of UMIR to:

  1. a self-regulatory entity;
  2. a self-regulatory organization in a foreign jurisdiction;
  3. a securities regulatory authority;
  4. a securities regulatory authority in a foreign jurisdiction; and
  5. another Market Regulator.

Defined Terms:

NI 14-101 section 1.1(3) – “foreign jurisdiction”

NI 21-101 section 1.1 – “self-regulatory entity”

UMIR section 1.1 – “Market Regulator” and “UMIR”

History

Regulatory History:

In connection with the recognition of IIROC and its adoption of UMIR, the applicable securities commissions approved an amendment to section 10.13 that came into force on June 1, 2008 to replace the phrase “these Rules” with “UMIR”. See Footnote 1 in Status of Amendments.

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