A firm may want to surrender its securities registration in one or more categories in Ontario for a variety of reasons, usually when it ceases or intends to cease conducting registerable activities. The surrender will not be accepted until the registrant can demonstrate to the regulators that (i) all financial obligations of the person or company to clients have been discharged; (ii) all requirements for the surrender of registration have been or will be fulfilled in an appropriate manner; and (iii) the surrender of the registration is not prejudicial to the public interest.
To apply, registrant firms must complete and file an application letter in accordance with the template provided by the Ontario Securities Commission and filed through its online portal. The application must include specified information, including a description of:
- why the firm has ceased or plans to cease registerable activities;
- the business activities of the firm including non-registerable activities and its future planned activities;
- what has happened to the firm’s clients;
- confirmation whether the firm holds or has ever held client assets; and
- if the firm runs a fund, whether the fund has been liquidated or had its assets transferred to another registrant.
Various documents must be included with the application, including an officer’s/director’s certificate, and audited financial statements (or unaudited interim financial information). Among other things, the certificate must confirm that there are no existing or potential claims or liabilities against the registrant by its clients, and no unresolved complaints against the firm by its clients. Also required is an auditor’s comfort letter dated after registerable activities have ceased, or a specified procedures report showing evidence that all financial obligations to clients have been discharged.
Registrants are reminded that those wishing to surrender in advance of year end should submit the application no later than December 6, 2024, before the deadline for payment of capital markets participation fee is due on December 31, 2024.
September 27, 2024