Business Changes for Dealer Members

General Information

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 Members

    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:

    • any change in the Member’s legal name or trade name(s)
    • any change in address or main telephone number of the Member
    • any change in the type of registration or licensing with the relevant securities commission
    • any change in the jurisdictions where the Member conducts dealer business
    • any change in the investment products traded or dealt in
    • any change in the Member’s directors, CEO, UDP, CCO CFO, or COO or individual performing the functional equivalent of any of those positions
    • any business, other than the sale of investment products, which the Member engages in or proposes to engage in

    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:

    • entering into an introducing/carrying dealer arrangement
    • the Member changing its designated dealer level (e.g., changing from Level 2 to Level 3)
    Investment Dealer Members

    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:

    • carrying on business other than Dealer Member related activities
    • setting up or acquiring any interest in a related company or associate
    • changing its name
    • altering its capital structure

    Business Change Notification Process

    The process for notifying CIRO of a material change to business activities or another type of change that requires prior notice to CIRO (collectively, a “business change”), is outlined below. If you have questions regarding the notification process, please contact [email protected].

      Prepare the Notice

      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.

      Submit the Notice

      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.

      While Your Notification is Under Review

      4. Respond to follow-up information requests from CIRO staff during the review process.

      Members should expect to work closely with CIRO staff during the review to clarify information and resolve potential issues, to help facilitate an efficient review process.

      The completeness of the Member’s notification and their responsiveness to information requests from CIRO staff will impact the time it will take to process the proposed change. Also, business changes that involve complex business models and those that require exemptive relief from securities rules will require additional time for CIRO review.

      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.

      Completion of CIRO’s Review

      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.

      Additional Resources

      Webcast

      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.

      Regulatory Links

      Quick Links