Canadian Regulators Implement Passport Expansion And Automatic Cease Trade Orders In Multiple Jurisdictions

The Canadian Securities Administrators (CSA) announced today the implementation of amendments that will expand the passport system to allow issuers to file a single application with their principal regulator to cease to be a reporting issuer in all jurisdictions where they have this status. The CSA is also implementing a new rule that will allow the automatic application in multiple jurisdictions of cease trade orders resulting from the failure to file continuous disclosure documents.

“This expansion of the passport system will further streamline regulatory processes and provide reporting issuers in all provinces and territories with a single window of access in this area,” said Louis Morisset, CSA Chair and President and CEO of the Autorité des marchés financiers. “The new failure-to-file cease trade order rule will allow Canadian securities regulators to more efficiently carry out their common mission to protect investors and the integrity of Canada’s capital markets.”

All CSA members, except the Ontario Securities Commission (OSC), are adopting amendments to Multilateral Instrument 11-102 Passport System (MI 11-102) and all CSA members, except the OSC and the Alberta Securities Commission (ASC), are adopting Multilateral Instrument 11-103 Failure-to-File Cease Trade Orders in Multiple Jurisdictions (MI 11-103).

On July 1, 2015, Alberta implemented a statutory reciprocal order provision that provides for the automatic reciprocation of any order imposing sanctions, conditions, restrictions or requirements issued by another CSA regulator based on a finding or admission of a contravention of securities legislation. The ASC will be relying on this provision for the automatic reciprocation of failure to file cease trades orders.

Since Ontario has not adopted the passport rule and will not be adopting MI 11-103, streamlined interfaces in National Policy 11-206 Process for Cease to be a Reporting Issuer Applications and National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions will allow Ontario to opt into an order issued by another jurisdiction that is acting as principal regulator.

Provided that all necessary Ministerial approvals are obtained, the amendments to MI 11-102, new MI 11-103 and the related policies will come into force on June 23, 2016. These documents are available on various CSA members’ websites.

The CSA, the council of the securities regulators of Canada’s provinces and territories, co-ordinates and harmonizes regulation for the Canadian capital markets.