31-103, Registration Requirements, Exemptions and Ongoing Registrant Obligations

Effective date:

September 28, 2009, except for subsequent amendments.

Published by the CSA:

July 17, 2009


The Regulation and related amendments harmonize, streamline and modernize registration requirements across Canada for firms and individuals who sell securities (and exchange contracts in some jurisdictions), offer investment advice or manage investment funds. The Regulation is intended to strike an appropriate balance between providing an efficient system for registrants and protecting investors.

The Canadian Securities Administrators have implemented National Instrument 45-106 Prospectus Exemptions and National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Exemptions (NI 31-103) in order to consolidate and harmonize most of the prospectus and registration exemptions available under Canadian securities laws. However, there remain a limited number of local exemptions in each jurisdiction - including in Ontario under Rule 45-501 Ontario Prospectus and Registration Exemptions.

Recent developments




March 28, 2013 Amendments to NI 31-103 adopted The substance and purpose of the Amendments is to ensure that clients of all registrants receive clear and complete disclosure of all charges and registrant compensation associated with the investment products and services they receive, and meaningful reporting on how their investments perform. The Amendments will take effect on July 15, 2013.  See press release.
December 19, 2013 Amendments to NI 31-103 adopted The CSA consider effective dispute resolution or mediation through an independent service provider to be an important component of a well-functioning investor protection framework. The purpose in making the Amendments is to ensure the independence of dispute resolution and mediation services, and consistency in expectations and outcomes for those services, while also setting reasonable limits on the complaints that will be eligible to be considered by an independent service paid for by a registered dealer or adviser. The Amendments come into force on May 1, 2014, subject to a three-month transition period for registered firms who are not currently OBSI members to comply with the amendments.  See press release.
October 16, 2014 Amendments to NI 31-103 adopted The Amendments represent both general improvements to the registrant regulatory framework and specific measures to deal with problems identified by the CSA. They range from technical adjustments to more substantive matters, the purpose of which is to promote stronger investor protection by resolving ambiguities and clarifying our intentions, which will enhance compliance and create efficiencies for industry and regulators. The Amendments come into force on January 15, 2015.  See summary of amendments.
July 27, 2017 Amend­ments to NI 31-103 adopted

The amendments (i) enhance custody requirements for certain registered firms, (ii) clarify activities that may be conducted by exempt market dealers, (iii) incorporate previously granted relief from certain Client Relationship Model Phase 2 (CRM2) requirements and (iv) provide for certain changes of a housekeeping nature. Provided the necessary ministerial approvals are obtained, the amendments, other than the custody amendments, come into force on December 4, 2017. The custody amendments come into force on June 4, 2018.

Note: The above summary of Recent Developments does not include consequential amendments made as the result of other projects.

For further details on the history of this Instrument, please refer to the OSC’s Web site.

Amendments under consideration

  • None

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