jswizzle3737/ontario_laws_and_regs huggingface dataset:
24.2 (1) The Commission may, in response to an application by the Director, require a person or company to provide information to a designated benchmark administrator in relation to the designated benchmark if the Commission considers it in the public interest to do so. 2018, c. 17, Sched. 38, s. 2. Opportunity to be heard (2) The Commission shall give the affected person or company and benchmark administrator the opportunity to be heard before making the order. 2018, c. 17, Sched. 38, s. 2. Terms and conditions (3) An order under subsection (1) may be made subject to any terms and conditions the Commission considers advisable. 2018, c. 17, Sched. 38, s. 2. Cancellation or change (4) The Commission may, if it considers it in the public interest to do so, cancel or change an order made under subsection (1) or impose or change the terms and conditions of the order. 2018, c. 17, Sched. 38, s. 2. Opportunity to be heard (5) The Commission shall not cancel or change an order made under subsection (1) or impose or change the terms and conditions of the order without giving the person or company and the benchmark administrator an opportunity to be heard. 2018, c. 17, Sched. 38, s. 2. Section Amendments with date in force (d/m/y) 2018, c. 17, Sched. 38, s. 2 - 06/12/2018 Duty to comply
24.3 (1) A benchmark administrator shall comply with such requirements as may be prescribed by the regulations, including requirements, (a) relating to benchmarks, benchmark administrators, benchmark contributors and benchmark users; and (b) relating to the establishment, publication and enforcement of a code of conduct by a benchmark administrator. 2018, c. 17, Sched. 38, s. 2. Benchmark contributor (2) A benchmark contributor shall comply with such requirements as may be prescribed by the regulations, including requirements relating to benchmarks, benchmark administrators, benchmark contributors and benchmark users. 2018, c. 17, Sched. 38, s. 2. General (3) Benchmark administrators, benchmark contributors and their respective directors, officers and employees, and any of their service providers or security holders that are in a prescribed class, shall comply with, (a) any code of conduct established by a benchmark administrator in accordance with the regulations; (b) requirements established by the regulations relating to the prohibitions against and procedures regarding conflicts of interest involving a benchmark and benchmark administrators, benchmark contributors and their respective directors, officers and employees, and any of their service providers or security holders that are in a prescribed class; and (c) requirements established by the regulations relating to the prohibition or restriction of any matter or conduct involving a benchmark. 2018, c. 17, Sched. 38, s. 2. Benchmark user (4) A benchmark user shall comply with such requirements as may be prescribed by the regulations, including requirements, (a) relating to benchmarks, benchmark administrators, benchmark contributors and benchmark users; (b) prohibiting the use of a non-designated benchmark; and (c) relating to disclosure and other requirements relating to the use of a benchmark. 2018, c. 17, Sched. 38, s. 2. Section Amendments with date in force (d/m/y) 2018, c. 17, Sched. 38, s. 2 - 06/12/2018 PART XI   REGISTRATION Registration
27 (1) On receipt of an application by a person or company and all information, material and fees required by the Director and the regulations, the Director shall register the person or company, reinstate the registration of the person or company or amend the registration of the person or company, unless it appears to the Director, (a) that, in the case of a person or company applying for registration, reinstatement of registration or an amendment to a registration, the person or company is not suitable for registration under this Act; or (b) that the proposed registration, reinstatement of registration or amendment to registration is otherwise objectionable.  2009, c. 18, Sched. 26, s. 4. Matters to be considered (2) In considering for the purposes of subsection (1) whether a person or company is not suitable for registration, the Director shall consider, (a) whether the person or company has satisfied, (i) the requirements prescribed in the regulations relating to proficiency, solvency and integrity, and (ii) such other requirements for registration, reinstatement of registration or an amendment to a registration, as the case may be, as may be prescribed by the regulations; and (b) such other factors as the Director considers relevant.  2009, c. 18, Sched. 26, s. 4. Terms and conditions (3) The Director may, in his or her discretion, impose terms and conditions on the registration, reinstatement of registration or amendment of registration of any person or company and, without limiting the generality of the foregoing, (a) may restrict the duration of the registration; and (b) may restrict the person or company to, (i) trading only specified securities or specified classes of securities or securities of specified classes of issuers, (ii) underwriting only specified securities or specified classes of securities or securities of specified classes of issuers, or (iii) providing advice with respect to investing in, buying or selling only specified securities or specified classes of securities or securities of specified classes of issuers.  2009, c. 18, Sched. 26, s. 4. Right to require audit or review (4) The Commission or the Director may, at any time, require a registrant that is a registered dealer, registered adviser or registered investment fund manager to direct its auditor, at the registrant’s expense, to conduct any audit or financial review required by the Commission or the Director and deliver to the Commission as soon as practicable a report of the findings of the audit or review.  2009, c. 18, Sched. 26, s. 4. Section Amendments with date in force (d/m/y) 1994, c. 11, s. 360 - 11/07/1994 2009, c. 18, Sched. 26, s. 4 - 28/09/2009 2010, c. 26, Sched. 18, s. 20 (1, 2) - no effect - see Table of Public Statute Provisions Repealed Under Section 10.1 of the Legislation Act, 2006 - 31/12/2020
28 The Director may revoke or suspend the registration of a person or company or impose terms or conditions of registration at any time during the period of registration of the person or company if it appears to the Director, (a) that the person or company is not suitable for registration or has failed to comply with Ontario securities law; or (b) that the registration is otherwise objectionable.  2009, c. 18, Sched. 26, s. 4. Section Amendments with date in force (d/m/y) 2009, c. 18, Sched. 26, s. 4 - 28/09/2009
30 (1) On application by a person or company for the surrender of his, her or its registration, the Director may accept the application and revoke the registration if the Director is satisfied, (a) that all financial obligations of the person or company to his, her or its clients have been discharged; (b) that all requirements, if any, prescribed by the regulations for the surrender of registration have been fulfilled or the Director is satisfied that they will be fulfilled in an appropriate manner; and (c) that the surrender of the registration is not prejudicial to the public interest.  2009, c. 18, Sched. 26, s. 4. Conditions (2) The Director may impose such terms and conditions on the surrender of a registration as the Director considers appropriate in the circumstances.  2009, c. 18, Sched. 26, s. 4. Section Amendments with date in force (d/m/y) 2009, c. 18, Sched. 26, s. 4 - 28/09/2009
31 The Director shall not do any of the following without giving a person or company an opportunity to be heard:  1. Refuse to register the person or company. 2. Amend the registration of the person or company. 3. Refuse to reinstate the registration of the person or company after the registration is suspended. 4. Refuse a request from the person or company to amend his, her or its registration. 5. Impose terms and conditions on the registration under subsection 27 (3) or section 28, either as a condition of registration or at any time during the period in which the person or company is registered. 6. Suspend or revoke the registration of the person or company under section 28. 7. Impose terms and conditions under subsection 30 (2) on the surrender of registration of the person or company.  2009, c. 18, Sched. 26, s. 4; 2009, c. 34, Sched. S, s. 4. Section Amendments with date in force (d/m/y) 2009, c. 18, Sched. 26, s. 4 - 28/09/2009; 2009, c. 34, Sched. S, s. 4 - 15/12/2009
32 (1) Every person and company registered under this Act shall comply at all times with Ontario securities law, including such regulations that apply to them as may be made relating to, (a) proficiency standards; (b) business conduct; (c) in the case of a registrant that is a registered dealer, registered adviser or registered investment fund manager, submission of information respecting ownership, management, directors, officers and any other persons or companies exercising control of the registrant; (d) opening accounts and reporting trades; (e) record-keeping; (f) custody of clients’ assets; (g) conflicts of interest; (h) tied selling and referral arrangements; (i) client complaints; (j) appointment of auditors and preparation and filing of financial information; (k) procedures to be followed when a relationship is terminated between a representative and a registered dealer or registered adviser or when the representative commences a new association with a different registered dealer or registered adviser; and (l) reinstatement of registration.  2009, c. 18, Sched. 26, s. 4. Duty to establish controls, etc. (2) Every registrant that is a registered dealer, registered adviser or registered investment fund manager shall establish and maintain systems of control and supervision in accordance with the regulations for controlling his, her or its activities and supervising his, her or its representatives.  2009, c. 18, Sched. 26, s. 4. Section Amendments with date in force (d/m/y) 1999, c. 9, s. 201 - 14/12/1999 2009, c. 18, Sched. 26, s. 4 - 28/09/2009
33 Except as otherwise permitted or required by the regulations, all notices under this Act or the regulations are sufficiently served for all purposes on a registrant or applicant if they are sent by ordinary letter mail or delivered to the last address for service provided to the Commission.  2009, c. 18, Sched. 26, s. 4. Section Amendments with date in force (d/m/y) 1999, c. 9, s. 202 - 21/02/2003 2009, c. 18, Sched. 26, s. 4 - 28/09/2009
33.1 The Director may require further information or material to be submitted by an applicant or registrant within a specified time and, (a) may require verification by affidavit or otherwise of any information or material submitted; or (b) may require, (i) the applicant or registrant, (ii) any partner of the applicant or registrant, (iii) any officer, director, governor or trustee of the applicant or registrant or any person performing a similar function, or (iv) any employee of the applicant or registrant, to submit to examination under oath by a person designated by the Director.  2009, c. 18, Sched. 26, s. 4. Section Amendments with date in force (d/m/y) 2009, c. 18, Sched. 26, s. 4 - 28/09/2009 PART XII   EXEMPTIONS FROM REGISTRATION REQUIREMENTS
34 (1) Each of the following persons and companies is exempt from the requirement to be registered as an adviser under this Act while engaging in the business of providing advice with respect to investing in or buying or selling securities: 1. A person or company that engages in or holds himself, herself or itself out as engaging in the business of providing advice, either directly or through publications or other media, with respect to investing in or buying or selling securities, including any class of securities and the securities of a class of issuers, that are not purported to be tailored to the needs of anyone receiving the advice. 2. Such persons or companies as may be prescribed by the regulations or whose activities are prescribed by the regulations.  2009, c. 18, Sched. 26, s. 5. Conditions and restrictions (2) The regulations may prescribe conditions and restrictions that apply to an exemption under paragraph 2 of subsection (1).  2009, c. 18, Sched. 26, s. 5. Requirement to disclose interest (3) If an adviser described in paragraph 1 of subsection (1) recommends investing in, buying, selling or holding a specified security or class of securities or the securities of a specified class of issuers in which any of the following has a financial or other interest, either directly or indirectly, the adviser must disclose the interest concurrently with providing the advice: 1. The adviser. 2. A partner, director or officer of the adviser. 3. A person or company that would be an insider of the adviser if the adviser were a reporting issuer.  2009, c. 18, Sched. 26, s. 5. Same (4) If the adviser’s financial or other interest includes an interest in an option described in clause (b) of the definition of “financial or other interest” in subsection (5), the disclosure required by subsection (3) must include a description of the terms of the option.  2009, c. 18, Sched. 26, s. 5. Interpretation (5) For the purpose of subsection (3), “financial or other interest” in a security includes, (a) ownership, beneficial or otherwise, in the security or in another security issued by the same issuer, (b) an option in respect of the security or in respect of another security issued by the same issuer, (c) a commission or other compensation received or expected to be received from any person or company in connection with a trade in the security, (d) a financial arrangement with any person or company regarding the security, and (e) a financial arrangement with any underwriter or other person or company who has an interest in the security.  2009, c. 18, Sched. 26, s. 5. Section Amendments with date in force (d/m/y) 1994, c. 11, s. 363 - 11/07/1994 2009, c. 18, Sched. 26, s. 5 - 28/09/2009 2010, c. 26, Sched. 18, s. 21 (1-3) - no effect - see Table of Public Statute Provisions Repealed Under Section 10.1 of the Legislation Act, 2006 - 31/12/2020
35 (1) A person or company is exempt from the requirement to be registered under this Act to act as a dealer when trading in the following types of securities or acting as an underwriter in respect of their distribution: 1. Debt securities issued by or guaranteed by the Government of Canada or the government of a province or territory of Canada. 2. Debt securities that are, i. issued by a municipal corporation in Canada for elementary, secondary or vocational school purposes, ii. issued or guaranteed by a municipal corporation in Canada, or iii. secured by or payable out of rates or taxes levied under the law of a province or territory of Canada on property in the province or territory and collectible by or through the municipality in which the property is situated. 3. Debt securities that are issued by a corporation established under regulations made under subsection 248 (1) of the Education Act.  2009, c. 18, Sched. 26, s. 5. Same (2) A person or company is exempt from the requirement to be registered under this Act to act as a dealer when trading in or acting as an underwriter in respect of the distribution of a security evidencing indebtedness that is secured by or under a security agreement, as defined in subsection 1 (1) of the Personal Property Security Act, or that is secured in a similar manner in accordance with comparable legislation of another province or territory of Canada that provides for the granting of security in personal property.  2009, c. 18, Sched. 26, s. 5. Exception to exemption (3) The exemption described in subsection (2) does not apply with respect to a trade to an individual or with respect to underwriting such a trade.  2009, c. 18, Sched. 26, s. 5. (4) Repealed: 2017, c. 34, Sched. 37, s. 4. Prescribed securities (5) A person or company is exempt from the requirement to be registered under this Act to act as a dealer when trading in such types of securities as may be prescribed in the regulations that are traded in accordance with the regulations or when acting as an underwriter in respect of their distribution.  2009, c. 18, Sched. 26, s. 5. Conditions and restrictions (6) The regulations may prescribe conditions and restrictions that apply to an exemption under subsection (5).  2009, c. 18, Sched. 26, s. 5. Section Amendments with date in force (d/m/y) 1994, c. 11, s. 364 - 11/07/1994; 1997, c. 19, s. 23 (6,7, 8) - 10/10/1997; 1997, c. 31, s. 179 - 01/01/1998; 1999, c. 6, s. 60 (2) - 01/03/2000; 1999, c. 9, s. 203 - 14/12/1999 2001, c. 23, s. 211 - 05/12/2001 2005, c. 5, s. 64 (2) - 09/03/2005 2006, c. 29, s. 65 - 01/07/2008 2007, c. 7, Sched. 7, s. 191 (1-3) - 01/10/2009; 2007, c. 7, Sched. 38, s. 2 - 17/05/2007 2009, c. 18, Sched. 26, s. 5 - 28/09/2009 2010, c. 26, Sched. 18, s. 22 (1, 2) - no effect - see Table of Public Statute Provisions Repealed Under Section 10.1 of the Legislation Act, 2006 - 31/12/2020 2017, c. 34, Sched. 37, s. 4 - 01/07/2021
35.1 (1) Each of the following financial institutions is exempt from the requirement to be registered under this Act to act as a dealer, underwriter, adviser or investment fund manager if the financial institution, in so acting, limits its activities to only those activities not prohibited by its governing legislation:  1. A bank listed in Schedule I, II or III to the Bank Act (Canada). 2. An association to which the
Cooperative Credit Associations Act (Canada) applies or a central cooperative credit society for which an order has been made under subsection 473 (1) of that Act. 3. A loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, financial services cooperative or credit union central or federation that is authorized by a statute of Canada or Ontario to carry on business in Canada or Ontario, as the case may be. 4. Business Development Bank of Canada.  2009, c. 18, Sched. 26, s. 5; 2020, c. 36, Sched. 7, s. 336 (2). Conditions and restrictions (2) An exemption under subsection (1) is subject to such conditions and restrictions as may be prescribed by a regulation made by the Lieutenant Governor in Council.  2009, c. 18, Sched. 26, s. 5. Additional exemptions (3) Such other financial institutions as may be prescribed by regulation are exempt from the requirement to be registered under this Act to act as a dealer, underwriter, adviser or investment fund manager.  2009, c. 18, Sched. 26, s. 5. Conditions and restrictions (4) An exemption under subsection (3) is subject to such conditions and restrictions as may be prescribed by regulation.  2009, c. 18, Sched. 26, s. 5. Section Amendments with date in force (d/m/y) 2009, c. 18, Sched. 26, s. 5 - 28/09/2009 2020, c. 36, Sched. 7, s. 336 (2) - 01/03/2022
35.2 (1) The regulations shall provide that a person or company is exempt from the requirement to be registered under this Act to act as a dealer or adviser, as the case may be, if the person or company acts as a dealer or adviser in a jurisdiction outside Canada.  2009, c. 18, Sched. 26, s. 5. Conditions and restrictions (2) The regulations may prescribe conditions and restrictions that apply to an exemption under subsection (1).  2009, c. 18, Sched. 26, s. 5. Section Amendments with date in force (d/m/y) 2009, c. 18, Sched. 26, s. 5 - 28/09/2009
35.3 The regulations may prescribe exemptions from the requirement to be registered under this Act in addition to the exemptions provided under sections 34 to 35.2.  2009, c. 18, Sched. 26, s. 5. Section Amendments with date in force (d/m/y) 2009, c. 18, Sched. 26, s. 5 - 28/09/2009 PART XIII   TRADING IN SECURITIES and derivatives GENERALLY
36 (1) Subject to the regulations, every registered dealer who has acted as principal or agent in connection with the purchase or sale of a security or derivative shall promptly send by ordinary letter mail or deliver to the customer a written confirmation of the transaction containing the information required by the regulations.  2010, c. 26, Sched. 18, s. 23. Disclosure of trade information to Commission (2) Every person or company that has acted as an agent in connection with the purchase or sale of a security or derivative shall promptly disclose to the Commission, on receipt of a written request from the Commission, the name of every person or company from, to or through whom the security or derivative was bought or sold.  2010, c. 26, Sched. 18, s. 23. Section Amendments with date in force (d/m/y) 1997, c. 19, s. 23 (9) - 10/10/1997 2009, c. 18, Sched. 26, s. 6 - 28/09/2009 2010, c. 26, Sched. 18, s. 23 - 08/12/2010
37 (1) The Commission may by order suspend, cancel, restrict or impose terms and conditions on the right of any person or company named or described in the order to call at a residence or telephone from a location in Ontario to a residence located in or out of Ontario for the purpose of trading in any security or derivative or in any class of securities or derivatives.  2010, c. 26, Sched. 18, s. 24. Hearing (2) The Commission shall not make an order under subsection (1) without giving the person or company affected an opportunity to be heard.  R.S.O. 1990, c. S.5, s. 37 (2); 1994, c. 33, s. 3 (2). “residence” defined (3) In this section, “residence” includes any building or part of a building in which the occupant resides either permanently or temporarily and any premises appurtenant thereto.  R.S.O. 1990, c. S.5, s. 37 (3). What constitutes calls (4) For the purposes of this section, a person or company shall be deemed conclusively to have called or telephoned where an officer, director, employee or agent of the person or company calls or telephones on its behalf.  R.S.O. 1990, c. S.5, s. 37 (4); 2009, c. 18, Sched. 26, s. 7. Section Amendments with date in force (d/m/y) 1994, c. 33, s. 3 - 01/01/1995 2009, c. 18, Sched. 26, s. 7 - 28/09/2009 2010, c. 26, Sched. 18, s. 24 - 08/12/2010
43 No registrant shall use the name of another registrant on letterheads, forms, advertisements or signs, as correspondent or otherwise, unless the registrant is a partner, officer or agent of or is authorized so to do in writing by the other registrant.  R.S.O. 1990, c. S.5, s. 43.
44 (1) No person or company shall represent that he, she or it is registered under this Act unless the representation is true and, when making the representation, the person or company specifies his, her or its category of registration.  2009, c. 18, Sched. 26, s. 9. Representation prohibited (2) No person or company shall make a statement about any matter that a reasonable investor would consider relevant in deciding whether to enter into or maintain a trading or advising relationship with the person or company if the statement is untrue or omits information necessary to prevent the statement from being false or misleading in the circumstances in which it is made.  2009, c. 18, Sched. 26, s. 9. Section Amendments with date in force (d/m/y) 2009, c. 18, Sched. 26, s. 9 - 28/09/2009 45 Repealed:  2009, c. 18, Sched. 26, s. 10. Section Amendments with date in force (d/m/y) 2009, c. 18, Sched. 26, s. 10 - 28/09/2009
46 No person or company shall make a written or oral representation that the Commission has in any way passed on the financial standing, fitness or conduct of a registrant or on the merits of an issuer or a security, derivative or underlying interest of a derivative.  2010, c. 26, Sched. 18, s. 26. Section Amendments with date in force (d/m/y) 2010, c. 26, Sched. 18, s. 26 - 08/12/2010
47 (1) Where a person, or a partner or employee of a partnership, or a director, officer or employee of a company, after the person or the partnership or company has contracted as a registered dealer with any customer to buy and carry upon margin any securities of any issuer either in Canada or elsewhere, and while such contract continues, sells or causes to be sold securities of the same issuer for any account in which, (a) the person; (b) the firm or a partner thereof; or (c) the company or a director thereof, has a direct or indirect interest, if the effect of such sale would, otherwise than unintentionally, be to reduce the amount of such securities in the hands of the dealer or under the dealer’s control in the ordinary course of business below the amount of such securities that the dealer should be carrying for all customers, any such contract with a customer is, at the option of the customer, voidable and the customer may recover from the dealer all money paid with interest thereon or securities deposited in respect thereof.  R.S.O. 1990, c. S.5, s. 47 (1). Exercise of option (2) The customer may exercise such option by a notice to that effect sent by prepaid mail addressed to the dealer at the dealer’s address for service in Ontario.  R.S.O. 1990, c. S.5, s. 47 (2).
48 Any person or company who places an order for the sale of a security through an agent acting for him, her or it that is a registered dealer and who, (a) at the time of placing the order, does not own the security; or (b) if acting as agent, knows the principal does not own the security, shall, at the time of placing the order to sell, declare to the agent that he, she or it or the principal, as the case may be, does not own the security.  R.S.O. 1990, c. S.5, s. 48.
49 (1) Subject to subsection (4), voting securities of an issuer registered in the name of, (a) a registrant or in the name of the registrant’s nominee; or (b) a custodian or in the name of the custodian’s nominee, where such issuer is a mutual fund that is a reporting issuer, that are not beneficially owned by the registrant or the custodian, as the case may be, shall not be voted by the registrant or custodian at any meeting of security holders of the issuer.  R.S.O. 1990, c. S.5, s. 49 (1). Forwarding of information by registrant (2) Forthwith after receipt of a copy of a notice of a meeting of security holders of an issuer, the registrant or custodian shall, where the name and address of the beneficial owner of securities registered in the name of the registrant or custodian are known, send or deliver to each beneficial owner of such security so registered at the record date for notice of meeting a copy of any notice, financial statement, information circular or other material but the registrant or custodian is not required to send or deliver such material unless the issuer or the beneficial owner of such securities has agreed to pay the reasonable costs to be incurred by the registrant or custodian in so doing.  R.S.O. 1990, c. S.5, s. 49 (2). Copies of information (3) At the request of a registrant or custodian, the person or company sending material referred to in subsection (2) shall forthwith furnish to the registrant or custodian, at the expense of the sender, the requisite number of copies of the material.  R.S.O. 1990, c. S.5, s. 49 (3). Voting of shares (4) A registrant or custodian shall vote or give a proxy requiring a nominee to vote any voting securities referred to in subsection (1) in accordance with any written voting instructions received from the beneficial owner.  R.S.O. 1990, c. S.5, s. 49 (4). Proxies (5) A registrant or custodian shall, if requested in writing by a beneficial owner, give to the beneficial owner or his, her or its nominee a proxy enabling the beneficial owner or the nominee to vote any voting securities referred to in subsection (1).  R.S.O. 1990, c. S.5, s. 49 (5). “custodian” defined (6) For the purpose of this section, “custodian” means a custodian of securities issued by a mutual fund held for the benefit of plan holders under a custodial agreement or other arrangement.  R.S.O. 1990, c. S.5, s. 49 (6).
50 (1) The Commission may, after giving the registered dealer an opportunity to be heard, and upon being satisfied that the registered dealer’s past conduct with respect to the use of advertising and sales literature affords reasonable grounds for belief that it is necessary for the protection of the public to do so, order that the registered dealer shall deliver to the Commission at least seven days before it is used, copies of all advertising and sales literature which the registered dealer proposes to use in connection with trading in securities or derivatives.  R.S.O. 1990, c. S.5, s. 50 (1); 2010, c. 26, Sched. 18, s. 27 (1). Definitions (2) For the purposes of this section, “advertising” includes television and radio commercials, newspaper and magazine advertisements and all other sales material generally disseminated through the communications media; (“annonces publicitaires”) “sales literature” includes audio and visual recordings in any media, written matter and all other material designed for use in a presentation to a purchaser, whether such material is given or shown to the purchaser, but does not include, (a) preliminary prospectuses, (b) prospectuses, and (c) disclosure documents, in respect of derivatives, that satisfy the requirements prescribed by the regulations. (“documentation commerciale”)  R.S.O. 1990, c. S.5, s. 50 (2); 2010, c. 26, Sched. 18, s. 27 (2). Prohibition of advertising (3) Where the Commission has issued an order pursuant to subsection (1), the Director may prohibit the use of the advertising and sales literature so delivered or may require that deletions or changes be made prior to its use.  R.S.O. 1990, c. S.5, s. 50 (3). (4) Repealed:  1994, c. 11, s. 365. Section Amendments with date in force (d/m/y) 1994, c. 11, s. 365 - 11/07/1994 2010, c. 26, Sched. 18, s. 27 (1, 2) - 08/12/2010 PART XIV   PROSPECTING SYNDICATES
52 To but not including the 15th day of March, 1981, for the purposes of sections 54 to 64, “distribution” means only a distribution that is a distribution to the public.  R.S.O. 1990, c. S.5, s. 52.
53 (1) No person or company shall trade in a security on his, her or its own account or on behalf of any other person or company if the trade would be a distribution of the security, unless a preliminary prospectus and a prospectus have been filed and receipts have been issued for them by the Director.  2006, c. 33, Sched. Z.5, s. 2. Filing without distribution (2) A preliminary prospectus and a prospectus may be filed in accordance with this Part to enable the issuer to become a reporting issuer, despite the fact that no distribution is contemplated.  R.S.O. 1990, c. S.5, s. 53 (2). Automatic receipts (3) The regulations may prescribe circumstances in which a receipt for a preliminary prospectus or a prospectus is deemed to be issued by the Director. 2023, c. 21, Sched. 10, s. 2. Section Amendments with date in force (d/m/y) 2006, c. 33, Sched. Z.5, s. 2 - 20/12/2006 2023, c. 21, Sched. 10, s. 2 - 04/12/2023
54 (1) A preliminary prospectus shall substantially comply with the requirements of Ontario securities law respecting the form and content of a prospectus, except that the report or reports of the auditor or accountant required by the regulations need not be included.  R.S.O. 1990, c. S.5, s. 54 (1); 1994, c. 11, s. 366. Idem (2) A preliminary prospectus may exclude information with respect to the price to the underwriter and offering price of any securities and other matters dependent upon or relating to such prices.  R.S.O. 1990, c. S.5, s. 54 (2). Section Amendments with date in force (d/m/y) 1994, c. 11, s. 366 - 11/07/1994
55 The Director shall issue a receipt for a preliminary prospectus forthwith upon the filing thereof.  R.S.O. 1990, c. S.5, s. 55.
56 (1) A prospectus shall provide full, true and plain disclosure of all material facts relating to the securities issued or proposed to be distributed and shall comply with the requirements of Ontario securities law.  R.S.O. 1990, c. S.5, s. 56 (1); 1994, c. 11, s. 367. Supplemental material (2) The prospectus shall contain or be accompanied by such financial statements, reports or other documents as are required by this Act or the regulations.  R.S.O. 1990, c. S.5, s. 56 (2). Section Amendments with date in force (d/m/y) 1994, c. 11, s. 367 - 11/07/1994
57 (1) Where a material adverse change occurs after a receipt is obtained for a preliminary prospectus filed in accordance with subsection 53 (1) and before the receipt for the prospectus is obtained or, where a material change occurs after the receipt for the prospectus is obtained but prior to the completion of the distribution under such prospectus, an amendment to such preliminary prospectus or prospectus, as the case may be, shall be filed as soon as practicable and in any event within ten days after the change occurs.  R.S.O. 1990, c. S.5, s. 57 (1); 2007, c. 7, Sched. 38, s. 3 (1). Same, additional securities (2) If, after a receipt for a prospectus or for an amendment to a prospectus is issued but before the distribution under the prospectus or amendment is completed, securities in addition to those previously disclosed in the prospectus or amendment are to be distributed, the issuer making the distribution shall file an amendment to the prospectus disclosing the additional securities as soon as practicable and, in any event, within 10 days after the decision to increase the number of securities offered is made.  2007, c. 7, Sched. 38, s. 3 (2). Receipt (2.1) The Director shall issue a receipt for an amendment to a prospectus that must be filed under subsection (1) or (2) unless the Director refuses in accordance with subsection 61 (2) to issue the receipt.  2007, c. 7, Sched. 38, s. 3 (2). Restriction (2.2) Unless otherwise permitted by regulation, an issuer shall not proceed with a distribution or an additional distribution until a receipt is issued for an amendment to the prospectus that must be filed under subsection (1) or (2).  2007, c. 7, Sched. 38, s. 3 (2). Notice of amendment (3) An amendment to a preliminary prospectus referred to in subsection (1) shall, forthwith after it has been filed, be forwarded to each recipient of the preliminary prospectus according to the record maintained under section 67.  R.S.O. 1990, c. S.5, s. 57 (3). Section Amendments with date in force (d/m/y) 2007, c. 7, Sched. 38, s. 3 (1, 2) - 17/03/2008
58 (1) Subject to subsection (3) of this section and subsection 63 (2), and subject to any waiver or variation consented to in writing by the Director, a prospectus filed under subsection 53 (1) or subsection 62 (1) shall contain a certificate in the prescribed form, signed by the chief executive officer, the chief financial officer, and, on behalf of the board of directors, any two directors of the issuer, other than the foregoing, duly authorized to sign, and any person or company who is a promoter of the issuer.  R.S.O. 1990, c. S.5, s. 58 (1); 1999, c. 9, s. 206 (1); 2007, c. 7, Sched. 38, s. 4 (1). Idem (2) Subject to subsection (3) of this section and subsection 63 (2), a prospectus filed under subsection 53 (2) shall contain a certificate in the prescribed form, signed by the chief executive officer, the chief financial officer, and, on behalf of the board of directors, any two directors of the issuer, other than the foregoing, duly authorized to sign, and any person or company who is a promoter of the issuer.  R.S.O. 1990, c. S.5, s. 58 (2); 2007, c. 7, Sched. 38, s. 4 (2). Idem (3) Where the issuer has only three directors, two of whom are the chief executive officer and the chief financial officer, the certificate may be signed by all the directors of the issuer.  R.S.O. 1990, c. S.5, s. 58 (3). Idem (4) Where the Director is satisfied upon evidence or on submissions that either, or both of, the chief executive officer or chief financial officer of the issuer is for adequate cause not available to sign a certificate in a prospectus, the Director may permit the certificate to be signed by any other responsible officer or officers of the issuer in lieu of either, or both of, the chief executive officer or chief financial officer.  R.S.O. 1990, c. S.5, s. 58 (4). Idem (5) With the consent of the Director, a promoter or a guarantor need not sign the certificate in a prospectus.  R.S.O. 1990, c. S.5, s. 58 (5); 1999, c. 9, s. 206 (2). Certificate of promoter (6) The Director may, in his or her discretion, require any person or company who was a promoter of the issuer within the two preceding years or who is a guarantor of the securities being distributed to sign the certificate required by subsection (1) or (2) subject to such conditions as the Director may consider proper.  R.S.O. 1990, c. S.5, s. 58 (6); 1999, c. 9, s. 206 (3). Idem (7) With the consent of the Director, a promoter or a guarantor may sign a certificate in a prospectus by his, her or its agent duly authorized in writing.  R.S.O. 1990, c. S.5, s. 58 (7); 1999, c. 9, s. 206 (4). Section Amendments with date in force (d/m/y) 1999, c. 9, s. 206 (1-4) - 14/12/1999 2007, c. 7, Sched. 38, s. 4 (1, 2) - 17/03/2008
59 (1) Subject to subsection 63 (2), where there is an underwriter, a prospectus shall contain a certificate in the prescribed form, signed by the underwriter or underwriters who, with respect to the securities offered by the prospectus, are in a contractual relationship with the issuer or security holder whose securities are being offered by the prospectus.  R.S.O. 1990, c. S.5, s. 59 (1); 2007, c. 7, Sched. 38, s. 5. Idem (2) With the consent of the Director, an underwriter may sign a certificate in a prospectus by his, her or its agent duly authorized in writing.  R.S.O. 1990, c. S.5, s. 59 (2). Section Amendments with date in force (d/m/y) 2007, c. 7, Sched. 38, s. 5 - 17/03/2008
60 Every prospectus shall contain a statement of the rights given to a purchaser by sections 71 and 130.  R.S.O. 1990, c. S.5, s. 60.
62 (1) In this section, “lapse date” means, with reference to a security that is being distributed under subsection 53 (1) or this section, the date that is 12 months after the date of the most recent prospectus relating to the security.  2001, c. 23, s. 212 (1). Same (1.1) No distribution of a security to which subsection 53 (1) applies shall continue after the lapse date, unless a new prospectus that complies with this Part is filed and a receipt for the new prospectus is obtained from the Director.  2001, c. 23, s. 212 (1). Idem (2) A distribution may be continued for a further twelve months after a lapse date if, (a) a pro forma prospectus prepared in accordance with the regulations is filed not less than thirty days prior to the lapse date of the previous prospectus; (b) a prospectus is filed not later than ten days following the lapse date of the previous prospectus; and (c) a receipt for the prospectus is obtained from the Director within the twenty days following the lapse date of the previous prospectus.  R.S.O. 1990, c. S.5, s. 62 (2); 2001, c. 23, s. 212 (2). Idem (3) The continued distribution of securities after the lapse date does not contravene subsection (1.1) unless and until any of the conditions of subsection (2) are not complied with.  R.S.O. 1990, c. S.5, s. 62 (3); 2001, c. 23, s. 212 (3). Failure to refile (4) Subject to any extension granted under subsection (5), all trades completed in reliance upon subsection (2) after the lapse date may be cancelled at the option of the purchaser within ninety days of the purchaser’s first knowledge of the failure to comply with such conditions where any of the conditions to the continuation of a distribution under subsection (2) are not complied with.  R.S.O. 1990, c. S.5, s. 62 (4). Extension of time (5) The Commission may, upon an application of a reporting issuer, extend, subject to such terms and conditions as it may impose, the times provided by subsection (2) where in its opinion it would not be prejudicial to the public interest to do so.  R.S.O. 1990, c. S.5, s. 62 (5). Section Amendments with date in force (d/m/y) 2001, c. 23, s. 212 (1-3) - 05/12/2001
64 (1) Where a person or company proposing to make a distribution of previously issued securities of an issuer is unable to obtain from the issuer of the securities information or material that is necessary for the purpose of complying with this Part or the regulations, the Director may order the issuer of the securities to furnish to the person or company that proposes to make the distribution such information and material as the Director considers necessary for the purposes of the distribution, upon such terms and subject to such conditions as the Director considers proper, and all such information and material may be used by the person or company to whom it is furnished for the purpose of complying with this Part and the regulations.  R.S.O. 1990, c. S.5, s. 64 (1). Idem (2) Where a person or company proposing to make a distribution of previously issued securities of an issuer is unable to obtain any or all of the signatures to the certificates required by this Act or the regulations, or otherwise to comply with this Part or the regulations, the Director may, upon being satisfied that all reasonable efforts have been made to comply with this Part and the regulations and that no person or company is likely to be prejudicially affected by such failure to comply, make such order waiving any of the provisions of this Part or the regulations as the Director considers advisable, upon such terms and subject to such conditions as he or she considers proper.  R.S.O. 1990, c. S.5, s. 64 (2). 64.1, 64.2 Section Amendments with date in force (d/m/y) 2010, c. 26, Sched. 18, s. 28 - no effect - see Table of Public Statute Provisions Repealed Under Section 10.1 of the Legislation Act, 2006 - 31/12/2020 PART XVI   DISTRIBUTION — GENERALLY
65 (1) In this section, “waiting period” means the period prescribed by regulation or, if no period is prescribed, the period between the Director’s issuance of a receipt for a preliminary prospectus relating to the offering of a security and the Director’s issuance of a receipt for the prospectus.  R.S.O. 1990, c. S.5, s. 65 (1); 2007, c. 7, Sched. 38, s. 6. Distribution of material during waiting period (2) Despite section 53, but subject to Part XIII, it is permissible during the waiting period, (a) to distribute a notice, circular, advertisement or letter to or otherwise communicate with any person or company identifying the security proposed to be issued, stating the price thereof, if then determined, the name and address of a person or company from whom purchases of the security may be made and containing such further information as may be permitted or required by the regulations, if every such notice, circular, advertisement, letter or other communication states the name and address of a person or company from whom a preliminary prospectus may be obtained; (b) to distribute a preliminary prospectus; and (c) to solicit expressions of interest from a prospective purchaser if, prior to such solicitation or forthwith after the prospective purchaser indicates an interest in purchasing the security, a copy of the preliminary prospectus is forwarded to him, her or it.  R.S.O. 1990, c. S.5, s. 65 (2). Section Amendments with date in force (d/m/y) 2007, c. 7, Sched. 38, s. 6 - 17/03/2008
66 Any dealer distributing a security to which section 65 applies shall, in addition to the requirements of clause 65 (2) (c), send a copy of the preliminary prospectus to each prospective purchaser who, without solicitation, indicates an interest in purchasing the security and requests a copy of such preliminary prospectus.  R.S.O. 1990, c. S.5, s. 66.
67 Any dealer distributing a security to which section 65 applies shall maintain a record of the names and addresses of all persons and companies to whom the preliminary prospectus has been forwarded.  R.S.O. 1990, c. S.5, s. 67.
68 Where it appears to the Director that a preliminary prospectus is defective in that it does not substantially comply with the requirements of Ontario securities law as to form and content, the Director may, without giving notice, order that the trading permitted by subsection 65 (2) in the security to which the preliminary prospectus relates shall cease until a revised preliminary prospectus satisfactory to the Director is filed and forwarded to each recipient of the defective preliminary prospectus according to the record maintained under section 67.  R.S.O. 1990, c. S.5, s. 68; 1994, c. 11, s. 368. Section Amendments with date in force (d/m/y) 1994, c. 11, s. 368 - 11/07/1994
69 From the date of the issuance by the Director of a receipt for a prospectus relating to a security, a person or company trading in the security in a distribution, either on his, her or its own account or on behalf of any other person or company, may distribute the prospectus, any document filed with or referred to in the prospectus and any notice, circular, advertisement or letter of the nature described in clause 65 (2) (a) or in the regulations, but shall not distribute any other printed or written material respecting the security that is prohibited by the regulations.  R.S.O. 1990, c. S.5, s. 69.
70 (1) Where it appears to the Commission, after the filing of a prospectus under this Part and the issuance of a receipt therefor, that any of the circumstances set out in subsection 61 (2) exist, the Commission may order that the distribution of the securities under the prospectus shall cease.  R.S.O. 1990, c. S.5, s. 70 (1). Hearing (2) No order shall be made under subsection (1) without a hearing unless in the opinion of the Commission the length of time required for a hearing could be prejudicial to the public interest, in which event a temporary order may be made which shall expire fifteen days from the date of the making thereof unless the hearing is commenced in which case the Commission may extend the order until the hearing is concluded.  R.S.O. 1990, c. S.5, s. 70 (2). Notice (3) A notice of every order made under this section shall be served upon the issuer to whose securities the prospectus relates, and forthwith upon the receipt of the notice, (a) distribution of the securities under prospectus by the person or company named in the order shall cease; and (b) any receipt issued by the Director for the prospectus is revoked.  R.S.O. 1990, c. S.5, s. 70 (3).
72 In this Part, “prospectus requirement” means sections 53 and 62.  2009, c. 18, Sched. 26, s. 11. Section Amendments with date in force (d/m/y) 1994, c. 11, s. 369 - 11/07/1994; 1997, c. 19, s. 23 (11, 12) - 10/10/1997; 1999, c. 6, s. 60 (3) - 01/03/2000; 1999, c. 9, s. 207 - 14/12/1999 2001, c. 23, s. 213 - 05/12/2001 2004, c. 16, Sched. D, Table - 01/01/2004 2005, c. 5, s. 64 (3) - 09/03/2005 2006, c. 33, Sched. Z. 5, s. 5 - 20/12/2006 2007, c. 7, Sched. 38, s. 7 - 17/05/2007 2009, c. 18, Sched. 26, s. 11 - 28/09/2009
73 The prospectus requirement does not apply to a distribution of any of the following debt securities: 1. Debt securities issued or guaranteed by the Government of Canada or the government of a province or territory of Canada. 2. Debt securities that are, i. issued by a municipal corporation in Canada for elementary, secondary or vocational school purposes, ii. issued or guaranteed by a municipal corporation in Canada, or iii. secured by or payable out of rates or taxes levied under the law of a province or territory of Canada on property in the province or territory and collectible by or through the municipality in which the property is situated. 3. Debt securities that are issued by a corporation established under regulations made under subsection 248 (1) of the Education Act.  2009, c. 18, Sched. 26, s. 12 (2). Section Amendments with date in force (d/m/y) 2009, c. 18, Sched. 26, s. 12 (1) - 28/09/2009; 2009, c. 18, Sched. 26, s. 12 (2) - 05/05/2015 Exemption, securities of financial institutions