Principal Regulator | Practical Law

Principal Regulator | Practical Law

Principal Regulator

Principal Regulator

Practical Law Canada Glossary 2-575-1551 (Approx. 4 pages)

Glossary

Principal Regulator

Defined in section 1.1 of Multilateral Instrument 11-102 Passport System (MI 11-102) as, for a person or company, the Securities Regulatory Authority or regulator determined in accordance with Part 3, 4 or 4A of MI 11-102, as applicable.
Prospectus. Part 3 of MI 11-102 addresses prospectus filings. For such filings, the principal regulator is the Securities Regulatory Authority in Canada in the jurisdiction in which:
If the jurisdiction is not one of the following specified jurisdictions: British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec, New Brunswick or Nova Scotia, the principal regulator is the Securities Regulatory Authority in Canada of the specified jurisdiction with which the issuer or, in the case of an investment fund, the investment fund manager, has the most significant connection.
If a person or company receives written notice from one of the Securities Regulatory Authority in Canada that specifies a principal regulator, the Securities Regulatory Authority in Canada specified in the notice is the principal regulator as of the later of:
  • The date the person or company receives the notice.
  • The effective date specified in the notice, if any.
For more information on prospectus requirements, see Practice Note, Prospectus Offerings in Canada: Overview.
Exemptive Relief. Part 4 of MI 11-102 addresses applications for discretionary exemptive relief. For such filings, the principal regulator is generally the Securities Regulatory Authority in Canada in the jurisdiction in which:
  • The issuer's head office is located, if the issuer is not an investment fund.
  • The investment fund manager's head office is located, if the issuer is an investment fund.
However, different jurisdictions may apply in connection with exemptions from insider trading, take-over bid or registration requirements, or where an exemption is not required from what would have been the principal regulator, as specified in Part 4 of MI 11-102.
If the jurisdiction is not one of the following specified jurisdictions: British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec, New Brunswick or Nova Scotia, the principal regulator is the Securities Regulatory Authority in Canada that is designated under Part 4 of MI 11-102 and is in the specified jurisdiction with which the issuer or, in the case of an investment fund, the investment fund manager, has the most significant connection.
Registration. Part 4A of MI 11-102 addresses applications for registration. For such filings, the principal regulator is the Securities Regulatory Authority in Canada of the jurisdiction in which:
  • For a firm, the firm's head office is located.
  • For an individual, the individual's working office is located.
The principal regulator for a foreign firm is the Securities Regulatory Authority in Canada in the jurisdiction of Canada the firm identified in either:
The principal regulator for a foreign individual is the principal regulator for the individual's sponsoring firm.
If a Securities Regulatory Authority in Canada gives written notice that specifies a principal regulator for the firm or individual, the Securities Regulatory Authority in Canada or regulator specified in the notice is the principal regulator for the firm or individual as of the later of:
  • The date the firm or individual receives the notice, and
  • The effective date specified in the notice, if any.
For more information on registration requirements, see Practice Note, Registration Requirements: Overview.
Designated Rating Organizations. Part 4B of MI 11-102 addresses applications to become a Designated Rating Organization. For such filings, the principal regulator is generally:
  • The Securities Regulatory Authority in Canada of the jurisdiction in which the head office of the credit rating organization is located.
  • If the head office for a credit rating organization is not in a jurisdiction of Canada, the Securities Regulatory Authority in Canada of the jurisdiction in which the largest branch office of the credit rating organization is located.
  • If neither the head office or a branch office of the credit rating organization is located in a jurisdiction of Canada, the Securities Regulatory Authority in Canada of the jurisdiction with which the credit rating organization has the most significant connection.
If the jurisdiction identified is not one of the following specified jurisdictions: British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec, New Brunswick or Nova Scotia, the principal regulator is the Securities Regulatory Authority in Canada of the specified jurisdiction with which the credit rating organization has the most significant connection.
If a credit rating organization is not seeking to become a designated rating organization in the jurisdiction of the principal regulator, as determined under section 4B.2 or 4B.3 of MI 11-102, as applicable, the principal regulator for the designation is the Securities Regulatory Authority in Canada in the specified jurisdiction:
  • In which the credit rating organization is seeking the designation.
  • With which the credit rating organization has the most significant connection.
If a credit rating organization receives written notice from a Securities Regulatory Authority in Canada that specifies a principal regulator for the credit rating organization's application, the Securities Regulatory Authority in Canada specified in the notice is the principal regulator for the designation.