Securities

The securities division of The Manitoba Securities Commission protects investors and promotes fair and efficient capital markets throughout the province by conducting operations including registrations, processing of applications and prospectuses, preparing matters for the referral to the Commissioners and conducting investigations, prosecutions and other hearings.

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The Manitoba Securities Commission is the independent office that protects investors and promotes fair and efficient business practices in Manitoba. It registers firms and individuals in the business of trading in or advising on securities or exchange contracts in the province.

This section provides information about who must register, how to register, and the fees and forms required to register under the various Acts the MFSA regulates.

This section provides information about who must register, how to apply, and how to maintain compliance with The Securities Act (Manitoba), The Commodities Futures Act (Manitoba), and National Instrument 31-103.

For more information:

For all registration enquiries please contact registrationmsc@gov.mb.ca.

If you are unsure about which category you or your firm should apply to register under, ask your sponsoring firm. The Manitoba Securities Commission is a regulatory agency and cannot provide legal or professional advice.

Individuals applying for registration must select one or more registration categories. All individual registrations must be sponsored by a registered firm. Individual registration categories under The Securities Act (Manitoba) are set out in Part 2 of National Instrument 31-103, Registration Requirements, Exemptions and Ongoing Registrant Obligations. Individual registration categories under The Commodity Futures Act (Manitoba) are set out in the Act and in Commodities Rule 2000-11.

CategoryPermitted Activities

Dealing Representative		may act as a dealer or an underwriter in respect of a security that the individual’s sponsoring firm is permitted to trade or underwrite.

Advising Representative		may act as an adviser in respect of a security that the individual’s sponsoring firm is permitted to advise.

Associate Advising Representative		 may act as an adviser in respect of a security that the individual’s sponsoring firm is permitted to advise on if the advice has been approved under subsection 4.2(1) {associate advising representatives – pre-approval of advice}.

Ultimate Designated Person (UDP)		must do all of the following:

(a) supervise the activities of the firm that are directed towards ensuring compliance with securities legislation by the firm and each individual acting on the firm’s behalf;

(b) promote compliance by the firm, and
individuals acting on its behalf, with securities legislation.


Chief Compliance Officer		 (a) establish and maintain policies and procedures for assessing compliance by the firm, and individuals acting on its behalf, with securities legislation;

(b) monitor and assess compliance by the firm, and individuals acting on its behalf, with securities legislation;

(c) report to the ultimate designated person of the firm as soon as possible if the chief compliance officer becomes aware of any circumstances indicating that the firm, or any individual acting on its behalf, may be in non-compliance with securities legislation and any of the following apply:

(i) the non-compliance creates, in the opinion of a reasonable person, a risk of harm to a client;

(ii) the non-compliance creates, in the opinion of a reasonable person, a risk of harm to the capital markets;

(iii) the non-compliance is part of a pattern of noncompliance;

(d) submit an annual report to the firm’s board of directors, or individuals acting in a similar capacity for the firm, for the purpose of assessing compliance by the firm, and individuals acting on its behalf, with securities legislation.


Permitted Individual		 (a) a director, chief executive officer, chief financial officer, or chief operating officer of a firm, or a functional equivalent of any of those positions,

(b) an individual who has beneficial ownership of, or direct or indirect control or direction over, 10 percent or more of the voting securities of a firm, or

(c) a trustee, executor, administrator or other personal or legal representative, that has direct or indirect control or direction over, 10 percent or more of the voting securities of a firm.

 

Registration of Individuals and Review of Permitted Individuals – 33-109F4

Firms applying for registration must select one or more registration categories. Registration categories under The Securities Act (Manitoba) are outlined in Part 7 of National Instrument 31-103, Registration Requirements, Exemptions and Ongoing Registrant Obligations. Firm registration categories under The Commodity Futures Act (Manitoba) are set out in the Act and in Commodities Rule 2000-11.

CategoryPermitted Activities

Investment Dealer		 may act as a dealer or an underwriter in
respect of any security

Mutual Fund Dealer		 may act as a dealer in respect of any security of
(i) a mutual fund, or
(ii) an investment fund that is a laboursponsored investment fund corporation or labour sponsored venture capital
corporation under legislation of a jurisdiction of Canada.

Scholarship Plan Dealer		 may act as a dealer in respect of a security of a scholarship plan, an educational plan or an
educational trust.

Exempt Market Dealer		 may
(i) act as a dealer by trading a security that is distributed under an exemption from the prospectus requirement, whether or not a prospectus was filed in respect of the distribution,
(ii) act as a dealer by trading a security that, if the trade were a distribution, would be exempt from the prospectus requirement,
(iii) receive an order from a client to sell a security that was acquired by the client in a circumstance described in subparagraph (i) or (ii), and may act or solicit in furtherance of receiving such an order, and (iv) act as an underwriter in respect of a distribution of securities that is made under an exemption from the prospectus requirement.

Restricted Dealer		 may act as a dealer or an underwriter in
accordance with the terms, conditions, restrictions or requirements applied to its registration.

Portfolio Manager		 may act as an adviser in respect of any
security.

Restricted Portfolio Manager		 may act as an adviser in respect of any security in accordance with the terms, conditions, restrictions or requirements applied to its registration.

Investment Fund Manager		 directs the business, operations or affairs on an investment fund.

 

Firm Registration – Instructions and Forms – 33-109F6

Crowdfunding is a process through which an individual or a business can raise small amounts of money from a large number of people, typically using the internet. The objective is to raise sufficient funds in order to carry out a specific project.

Securities crowdfunding is when a business raises funds in this manner by issuing debt securities (such as bonds) or securities giving the right to participate in future profits (such as shares). In Manitoba, issuing securities offered to the public is subject to legal and financial obligations.

The Manitoba Securities Commission has adopted registration and prospectus exemptions that allows start-up and early stage companies to use securities crowdfunding to raise capital, subject to certain conditions.

NameEligible Portals

1383364 B.C. LTD. (o/a REITIUM.fund)		www.REITIUM.fund

Capiche Crowdfunding Inc.		www.capiche.io

Crowdco Inc.		www.gotroo.com

FrontFundr		www.frontfundr.com

Vested Technology Corp.		Vested vested.ca

Wayblaze Crowdfunding Inc.		www.wayblaze.com

 

Start-up Crowdfunding – Offering Document Form 1
Start-up Crowdfunding – Risk Acknowledgement Form 2
Start-up Crowdfunding – Funding Portal Information Form Form 3
Start-up Crowdfunding – Funding Portal Individual Information Form Form 4
Start-up Crowdfunding – Semi-Annual Financial Resources Certification Form 5

Online platforms offering trading in crypto assets are required to register with The Manitoba Securities Commission.

Currently, registered platforms are subject to terms and conditions on their activities. The following crypto asset trading platforms have received exemptive relief enabling them to offer crypto products to investors in Manitoba

The table below lists the currently registered platforms and has links to the exemptive relief decisions that apply to them.

Unregistered platforms are not allowed to trade with Manitoba residents and may be included in the Investor Alerts Database and subject to regulatory action, including temporary orders.

Operators of registered and unregistered platforms should be aware that Securities Commission staff may review their compliance with securities law requirements, including rules related to advertising and marketing. False or misleading advertising and improper marketing strategies raise concerns about the fitness of a firm and its principals for registration.

For recent guidance, see Joint CSA-IIROC Staff Notice 21-330, Guidance for Crypto-Trading Platforms – Requirements Relating to Advertising, Marketing, and Social Media Use.

The following crypto asset trading platforms have received exemptive relief to offer crypto products to investors in Manitoba:

NameCategory of RegistrationDate of Exemptive Relief (most recent Decision)Date of Registration

Bitbuy Technologies Inc. (Bitbuy)		Restricted DealerNovember 30, 2023November 30, 2021

Bitvo Inc. (Bitvo)		Restricted DealerApril 25, 2022April 26, 2022

Coinberry Limited (Coinberry)		Restricted DealerAugust 19, 2021August 19, 2021

Fidelity Clearing Canada ULC (Fidelity Digital Assets)		Investment DealerApril 18, 2022May 8, 2009

Netcoins Inc. (Netcoins)		Restricted DealerMarch 24, 2022September 29, 2021

Newton Crypto Ltd.		Restricted DealerAugust 15, 2022August 15, 2022

Simply Digital Technologies Inc. (CoinSmart)		Restricted DealerDecember 21, 2021October 22, 2021

Virgo CX Inc. (VirgoCX)		Restricted DealerMay 30, 2022May 31, 2022

Wealthsimple Investments Inc. (Wealthsimple) (Wealthsimple)		Restricted DealerJune 23, 2023July 20, 2021

 

 

 

Guide to Applying for Registration

Once a firm has determined which category of registration it wishes to apply under, it must complete and file Form 33-109F6, Firm Registration.

Investment Dealers and Mutual Fund Dealers must first become members of the Canadian Investment Regulatory Organization (CIRO).

All firms seeking registration in Manitoba are required to enroll with the National Registration Database (NRD). They will receive an NRD number to apply for registration. For more information, click here. http://www.nrd-info.ca.

Completing Form 33-109F6, Firm Registration

Submit the following supporting documents with your application:

Schedule B, Submission to Jurisdiction and Appointment of Agent for Service, for each jurisdiction where the firm is seeking registration (refer to 2.4 of the Form 33-109F6)
The firm’s business plan for the next three years (refer to Part 3 of the Form 33-109F6)
The firm’s Policies and Procedures Manual, including account opening procedures and the policy on fairness in allocation of investment opportunities (refer to 3.3 of the Form 33-109F6)
Constating documents—the legal documents that establish the firm as an entity (refer to 3.7 of the Form 33-109F6)
Organizational chart showing the firm’s reporting structure (refer to 3.11 of the Form 33-109F6)
Ownership Chart – showing the firms structure and ownership (refer to 3.12 of the Form 33-109F6)
Calculation of excess working capital (refer to 5.1 and to Form 31-103F1)
Directors’ resolution approving insurance confirming the firm has sufficient insurance coverage (refer to 5.7 of the Form 33-109F6)
Audited financial statements prepared within the last 90 days (refer to 5.13 of the Form 33-109F6)
Letter of direction to auditors from the firm authorizing the auditor to conduct any audit or review the regulator may request (refer to 5.14 of the Form 33-109F6)

Firms can send their registration package via email to registrationmsc@gov.mb.ca or mail it to:

Deputy Director
The Manitoba Securities Commission
500 – 400 St. Mary Avenue
Winnipeg, MB R3C 4K5

If the firm is seeking registration in Ontario, and the firm’s principal regulator is not in Ontario, the firm must also file Form 33-109F6 with the Ontario Securities Commission (OSC) in addition to filing Form 33-109F6 with the principal regulator. The OSC does not require supporting documentation with the form.

Once The Manitoba Securities Commission has received the application, we will place the firm in a “pending state” on the NRD. At that time we will ask the firm to submit its registration fees through its electronic fund transfer account with the NRD. For more information, please refer to the Fees section.

Fees under The Securities Act (Manitoba) and The Commodity Futures Act are as follows:

CategorySecuritiesCommodities

Firm Registration		$750 Per Registration Category$1,000

Amendment of firm registration		 $100 $100

Individual Registration		 $300 $300

Reactivation of individual registration (three or more months)		 $300 $300

Reinstatement of individual registration (less than three months)		 $75 $75

For each business location or new business location of a registered firm		 $200 $200

Individual termination notice		 $50 $50

Amalgamation or merger of two or more registrants		-$100

Miscellaneous applications		-$650

Form 31-103F2 International Dealer and/or Adviser Exemption		 $1,150-

 

NRD Systems Fees for SEDAR+ and NRD Regulation –The Securities Act (Manitoba)

NRD System Fees Regulation – The Commodity Futures Act

Fees are to be paid by electronic funds transfer through the National Registration Database (NRD). If a firm has been granted an exemption from the requirement to pay fees through NRD under Part 4 of National Instrument 31-102 National Registration Database, fees can be paid by cheque made payable to: Minister of Finance Manitoba.

Annual National Registration Database user fee

NRD submission fee:

  • $86 for each Form 33-109F4 submitted for each individual applying for registration or review as a permitted individual in the principal jurisdiction.

Annual NRD system fee:

  • $86 for each registrant or permitted individual in the principal jurisdiction

As per MI 13-102, NRD system fees are payable to securities regulatory authorities, and consequently these fees are exempt from taxation.

Annual NRD user fees are due on December 31 of each year, as a payment for the following year.

If an individual’s registration with a firm has been terminated, the firm can avoid being charged user fees for that individual by submitting an Annual Fee Exclusion/Reversal through NRD. The form must be filed by December 31 of the year the individual’s registration was terminated.

Firms are required to submit a notice of termination/surrender of registration for these individuals within 10 business days beginning the January of the year following the termination/surrender.

This section contains the forms necessary to comply with the Securities Commission’s policy and legislation concerning securities and commodities.

Unless otherwise noted, submit forms required for registration to The Manitoba Securities Commission through NRD, along with the applicable fee.

Form NameForm
Calculation of Excess Working Capital 31-103F1

Submission to Jurisdiction and Appointment of Agent for Service		 31-103F2

Use of Mobility Exemption		 31-103F3

Net Asset Value Adjustments		 31-103F4

Section 11.9 or Section 11.10 Standard Template		 31-103

Notice of End of Individual Registration or Permitted Individual Status		 33-109F1

Change or Surrender of Individual Categories		 33-109F2

Business Locations Other Than Head Office		 33-109F3

Registration of Individuals and Review of Permitted Individuals		 33-109F4

Change of Registration Information		 33-109F5

Firm Registration – Instructions and forms		 33-109F6

Reinstatement of Registered Individuals and Permitted Individuals		 33-109F7

Form of Submission to Jurisdiction and Appointment of Agent for Service of Process by Broker-Dealer		 35-101F1

Form of Submission to Jurisdiction and Appointment of Agent for Service of Process by Agents of the Broker-Dealer		 35-102F2

Form of Submission to Jurisdiction and Appointment of Agent for Service of Process by Non-Resident Dealer		 Non-Resident Dealers

Criminal Record Form		Criminal Record Form

Monthly Suppression of Terrorism and Canadian Sanctions Report		Suppression of Terrorism
Form NameForm
Start-up Crowdfunding – Offering Document Form 1

Start-up Crowdfunding – Risk Acknowledgement		 Form 2

Start-up Crowdfunding – Funding Portal Information Form		 Form 3

Start-up Crowdfunding – Funding Portal Individual Information Form		 Form 4

Start-up Crowdfunding – Report of Exemption Distribution		 Form 5

It is important that businesses and the public be able to search for the registration status of people working in Manitoba in securities, real estate and financial institutions. Being registered means these individuals have completed the requirements needed to be granted registration status.

Securities: The National Registration Search allows the public to search the names of all registered individuals and firms in Canada. Click here to access the National Registration Search.

Securities Registration FAQs

1. How do I obtain my NRD number?

Every individual who applies for registration through the National Registration Database is assigned a unique NRD number. This number does not change. Use it for all NRD filing purposes.

If your working location is in Manitoba and you require your NRD number, please email registrationmsc@gov.mb.ca. Please include your full legal name, date of birth, and previous employer information.

2. How do I choose a dealer or an adviser?

Choosing the right adviser is an important process. You can find helpful tips in our Investing Basics, Getting Started brochure.

 

3. What courses do I need to become registered?

Certain courses are required for the different categories of registration. View a list of the required courses under Part 3.4 of National Instrument 31-103.

 

4. How long are my courses valid?

For time limits on examination requirements, refer to Part 3.3 of National Instrument 31-103.

 

5. Do I need to file a Criminal Record Check with my application?

Yes, all Manitoba residents must file a Criminal Record Check with their application for registration.

 

6. How much does registration cost?

  • $300 to register as an individual sponsored by a firm
  • $750 to register as a firm under Part 7 of National Instrument 31-103
  • $1,000 to register as a firm under The Commodity Futures Act

 

For other registration fees, refer to the Fees section. For NRD system fees information and submission fees, please visit NRD-Info.ca

7. Who do I notify if I move?

If you move, you must notify your compliance officer immediately. Firms have 15 days to notify the regulators of a residential address change. For more information, see Appendix A of Companion Policy 33-109.

 

8. Can I obtain copies of my Notice of End?

Your former sponsoring firm must provide copies of your Notice of End, as set out in Part 4.1 of Companion Policy 33-109.

 

9. Who do I contact if I have problems completing an NRD submission?

If you are having difficulty completing an NRD submission, please notify your firm’s authorized firm representative.

 

10. How do I find out if a firm or individual is registered with the Manitoba Securities Commission?

The National Registration Search contains the names of all registrants (individuals and firms) in Canada. Click here to search the National Registration Search.

 

11. What are the responsibilities of the ultimate designated person?

The responsibilities of the ultimate designated person are outlined under Part 5.1 of National Instrument 31-103.

 

12. What are the responsibilities of the chief compliance officer?

The responsibilities of the chief compliance officer are outlined under Part 5.2 of National Instrument 31-103.

 

If you have any other questions, email registrationmsc@gov.mb.ca.

Compliance is responsible for the direct oversight of firms and individuals registered in the categories of portfolio manager, investment fund manager, exempt market dealer and scholarship plan dealer.

The Manitoba Securities Commission (MSC) also registers firms and individuals as mutual fund dealers and investment dealers. These firms and individuals are members of the self-regulatory organization (SRO)— Canadian Investment Regulatory Organization (CIRO). They are subject to the compliance requirements of the SRO.

Compliance staff monitor firms and individuals for ongoing compliance with securities laws and regulations. They do this through activities such as:

  • conducting both full-scope and limited-scope reviews of firms
  • monitoring capital requirements
  • participating in “sweep reviews” of targeted areas of concern
  • providing guidance through staff notices and outreach

Firms are reviewed both within Manitoba and in coordination with securities regulators in other provinces and territories, which are all members of the Canadian Securities Administrators (CSA).

Registered firms have various ongoing requirements. The MSC conduct compliance reviews to monitor and assess whether firms are complying with the applicable requirements.

A registered firm is required to establish, maintain, and apply policies and procedures that establish a system of controls and supervision (a compliance system) that:

  • provides reasonable assurance that the firm and individuals acting on its behalf comply with securities legislation, and
  • manages the business risks in accordance with prudent business practices.

Each firm is responsible for determining the most appropriate compliance system for its operations. Firms must keep in mind both the specific legal requirements they must adhere to, and the principles-based obligations that guide the activities and operations of the firm and its related individuals.

For more information:

In addition to principles-based obligations, registered firms and individuals are governed by specific business conduct requirements contained in The Securities Act (Manitoba) and The Commodity Futures Act (Manitoba) and related rules and instruments.

Examples of key business conduct requirements for registered firms are know-your-client and suitability, know-your-product, marketing, relationship disclosure, policies and procedures, and complaint handling.

For more information:

Registered firms have ongoing financial requirements, including financial reporting, maintaining sufficient working capital, and having adequate insurance coverage.

Financial Reporting Requirements
Not more than 90 days after the end of its financial year, a registered firm must submit the following to the MSC:

  • audited annual financial statements for the financial year;
  • a completed Form 31-103F1 Calculation of Excess Working Capital for the end of the financial year and the immediately preceding financial year.

If the firm is registered as an investment fund manager or as an exempt market dealer in addition to another category, it must submit the following to the MSC not more than 30 days after the end of each financial quarter:

  • unaudited statement of financial position and statement of comprehensive income for the three-month period;
  • a completed Form 31-103F1 Calculation of Excess Working Capital, for the end of the financial quarter and the immediately preceding financial quarter.

If the firm is registered as an investment fund manager, it must submit a description of any net asset value (NAV) adjustments that occurred during the period.

All financial statements submitted by registered firms must be prepared in accordance with National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards.

CIRO member firms are exempt from the above financial filing requirements unless they are registered in multiple categories, in which case the financial reporting requirements noted above may apply.

Working Capital Requirements
Registered firms must calculate their excess working capital position using Form 31-103F1 Calculation of Excess Working Capital. Firms must ensure that their excess working capital is not less than zero for two consecutive days.

If a registered firm is capital deficient, the firm must notify the MSC as soon as possible and advise the manner in which the deficiency will be corrected.

Insurance and Bonding Requirements
All registered firms must maintain bonding or insurance that contains certain specific clauses and coverage. A firm must notify the MSC immediately if there are any changes to, claims made under, or cancellation of its bonding or insurance policy.

For more information:

Monthly Suppression of Terrorism & Canadian Sanctions Reporting Obligations
Registrants, exempt international dealers, and exempt international advisers have certain obligations under federal law to provide specified monthly reports relating to terrorist financing and United Nations Act sanctions on certain countries to the principal regulator or body that supervises or regulates the registrant or exempt international firm under provincial securities law.

Further information on these laws and reporting obligations can be found in CSA Staff Notice 31-352 Monthly Suppression of Terrorism and Canadian Sanctions Reporting Obligations.

Since federal reporting requirements may be added, modified, or repealed at any time, market participants should refer to the CSA Guide to Monthly Suppression of Terrorism and Canadian Sanctions Reporting. That guide includes a list of the current legislative provisions for federal reporting.

Self-Regulatory Organization Members
A firm registered as an investment dealer or a mutual fund dealer must be a member of a self-regulatory organization (SRO). SRO firms and dealing representatives are exempt from certain requirements because SROs have their own rules for these areas. These exemptions are detailed in NI 31-103.

Firms Registered in Multiple Categories
In general, a firm carrying on more than one type of activity that requires registration must register in each applicable category. The firm must comply with the requirements of all categories in which it is registered.

If a firm is registered in multiple categories, it must meet the most stringent requirements of its categories of registration. If the firm is a member of an SRO and is also registered in multiple categories, both SRO and MSC financial reporting requirements may apply. CIRO members should refer to the applicable SRO rules to determine the financial reporting requirements that apply to them.

For more information:

Compliance staff have the authority to conduct reviews of registrants, including portfolio managers, exempt market dealers, investment fund managers, and scholarship plan dealers, registered in Manitoba to determine if a registered firm is complying with securities legislation. Our authority to conduct examinations is set out in section 35(1) of The Securities Act (Manitoba), which gives us the ability to review all of a registrant’s operations.

We use a risk-based approach to select firms for compliance reviews. A registered firm may also be selected for review based on a referral from another department within the MFSA or another regulator, or if the MFSA receives complaints about the firm.

Reviews may be full scope in nature, where we examine the major functional areas of the firm’s operations, or limited scope, where we focus on a particular issue. We also conduct a high-level review of newly registered firms within the first year of registration.

Staff may also conduct reviews of investment dealers and mutual fund dealers. If a firm is registered in multiple categories, it may be subject to compliance reviews by both the MSC and the firm’s self-regulatory organization.

If a registered firm is selected for a compliance review, we will typically provide advance notification and will provide a list of books and records that our staff will examine during the review. The review will include an interview with the firm’s senior management and other key employees. The duration of the review depends on the complexity of the firm’s operations and the nature of the findings.

Once the review is complete, the firm’s senior management will receive a schedule of findings, which outlines deficiencies found during the review and asks the firm to indicate its course of action to correct those deficiencies. If the firm addresses all issues satisfactorily, the file will be closed. If the firm does not adequately address the deficiencies, we may take further action, such as:

  • increasing oversight of the firm
  • conducting a follow-up review
  • imposing terms and conditions
  • referring the matter to enforcement

The MSC may take these steps immediately if a finding is particularly serious.

Occasionally, we host compliance forums and other events for chief compliance officers and other compliance staff of registered firms. Registered firms are encouraged to attend and ask questions, raise issues of concern, and use the information provided as self-assessment tools to strengthen compliance and improve their internal controls.

Periodically, we publish staff notices, guidance, and other documents of interest to registrants.

For more information:

The Oversight area is responsible for the oversight and regulation of various market entities involved in the operation of both securities and derivatives markets in Manitoba.

Self-regulatory organizations (SROs) represent their members and regulate the operations, standards of practice, and business conduct of their members. The Securities Act (Manitoba) and The Commodity Futures Act (Manitoba) give the MSC the power to recognize SROs. The Self-Regulatory organization recognized in Manitoba is the Canadian Investment Regulatory Organization (CIRO). CIRO regulates mutual fund dealers and investment dealers, and acts as the regulation services provider for marketplaces that have retained it as such.

The recognition order and other documents related to the MSC’s oversight role can be found at the following links:

Other Documents

Effective January 1, 2023, Canada’s provincial and territorial securities regulators recognized the New Self-Regulatory Organization of Canada (New SRO) and approved or accepted the Canadian Investor Protection Fund (CIPF). On June 1, 2023 the legal name of New SRO was changed to Canadian Investment Regulatory Organization (CIRO).

CIRO is carrying on the functions of the Investment Industry Regulatory Organization of Canada and the Mutual Fund Dealers Association of Canada. CIRO regulates mutual fund dealers and investment dealers, and acts as the regulation services provider for marketplaces that have retained it as such, including monitoring trading on those marketplaces for compliance with applicable rules and securities legislation.

CIPF combines the former Canadian Investor Protection Fund and the MFDA Investor Protection Corporation into a new entity that is independent of CIRO. CIPF provides compensation to eligible customers of CIRO member firms in the event of a firm’s insolvency. It does not cover losses resulting from the changing market value of securities, unsuitable investments, or the default by an issuer of securities.

The Canadian Investor Protection Fund (CIPF) combines the former Canadian Investor Protection Fund and the MFDA Investor Protection Corporation into a new entity that is independent of CIRO. CIPF provides compensation for property held by a member firm on behalf of an eligible client, if the member firm becomes insolvent. CIPF member firms are members of CIRO that are investment dealers and/or mutual fund dealers that are not located exclusively in Quebec. It does not cover losses resulting from the changing market value of securities, unsuitable investments, or the default by an issuer of securities.

The approval order and other documents related to the MSC’s oversight role can be found at the following links:

• Canadian Investor Protection Fund Approval Order No.7602 – January 1, 2023
• Memorandum of Understanding regarding Oversight of the Canadian Investor Protection Fund – January 1, 2023

Under The Securities Act (Manitoba) and The Commodity Futures Act (Manitoba), the MSC has the statutory power to recognize or exempt exchanges from the recognition requirement found in the Act. This authority allows exchanges to carry on business in Manitoba and sets out the terms and conditions under which they are regulated.

The MSC, along with certain other Canadian securities regulators, is a signatory to a Memorandum of Understanding (MOU) covering the coordination of regulation and oversight of exchanges and quotation trade reporting systems.

The following contains the MOU and the list of exchanges, lead regulators, and exempting regulators.

Memorandum of Understanding about the Oversight of Exchanges and Quotation of Trade Reporting Systems– December 17, 2010
MSC Staff Notice 2020-24 

ICE Futures Canada Inc. was a recognized exchange in Manitoba until August 21, 2018.

ICE Futures Canada Inc. Revocation Order No. 7459 – August 21, 2018
ICE Futures Canada Inc. Recognition Order No. 5718 – June 16, 2008

A clearing agency provides facilities for buyers and sellers of securities and futures contracts to clear and settle transactions. Under The Securities Act (Manitoba) and The Commodity Futures Act (Manitoba), the MSC has the statutory power to recognize, designate, or exempt clearing agencies and clearinghouses from the recognition requirements under the Act. This authority allows clearing agencies to carry on business in Manitoba and sets out the terms and conditions under which they are regulated.

The MSC, along with certain other Canadian securities regulators, is a signatory to a related MOU:

  • Notice of Memorandum of Understanding Respecting the Oversight of Clearing Agencies, Trade Repositories and Matching Service Utilities

ICE Clear Canada was a recognized clearing house in Manitoba until August 13, 2018.

A trade repository is an entity that collects and maintains reports about the trades of certain derivatives. The Securities Act (Manitoba) provides the MSC with the power to designate a trade repository.

The establishment and operation of Alternative Trade Systems (ATS) are governed by the regulatory framework in National Instrument 21-101 Marketplace Operation and National Instrument 23-101 Trading Rules. To carry on business, an ATS must be registered as an investment dealer in Manitoba and must be an active member of CIRO.

The MSC has issued orders allowing the following ATS to operate in Manitoba:

  • Bloomberg Tradebook Canada
  • Instinet Corporation and Instinet Canada Limited
  • TriAct Canada Marketplace LP
  • CanDeal.ca Inc. and Tradeweb LLC
  • CollectiveBid Systems Inc. and CBID Securities Inc.

The Canadian Public Accountability Board (CPAB) is responsible for the regulation and oversight of public accounting firms that audit Canadian reporting issuers, and for promoting the integrity of financial reporting.

CPAB is recognized under The Securities Act (Manitoba) as an auditor oversight body.

For more information:

The Manitoba Securities Commission works to ensure that investors have access to timely, accurate and complete information so they can make informed decisions about their investments.

Whether seeking information on securities distributions and continuous disclosure filings, exempt financings, or insider trading reports, these resources are available to help keep investors up to date.

We regulate issuers by reviewing offering documents, monitoring continuous disclosure filings, and making recommendations regarding applications for exemptive relief from securities laws.

This section briefly explains what is included in the reporting issuer list and how you can retrieve.

The Manitoba Securities Commission (MSC) maintains a list of reporting issuers in Manitoba. This list also indicates any reporting issuers that are in default of a reporting requirement or have been the subject of a cease trade order. The Reporting Issuer List identifies:

  • reporting issuers in Manitoba
  • Manitoba reporting issuers that are in default of certain reporting requirements of securities legislation
  • Manitoba reporting issuers whose securities are the subject of an MSC cease trade order

The MSC compiles this list at the end of each business day and posts the list online by 11 a.m. the following business day. To review further details of the reporting issuer list and default codes, please click the following links to MSC Policy 51-601 and the default codes:

MSC Policy 51-601
Default codes

Every effort is made to ensure the accuracy of information included in the reporting issuer list. However, the accuracy of the list cannot be guaranteed. A reporting issuer that does not appear on this list but should, or that has incorrectly been noted as in default, should contact the MSC promptly. The list will be revised as necessary. Additional information may be obtained by:

  • reviewing the reporting issuer’s filings on SEDAR+
  • contacting the reporting issuer directly
  • reviewing the MSC’s website

This section explains how an issuer may become a reporting issuer (usually through a prospectus), a reporting issuer’s ongoing filing obligations (continuous disclosure), and the impact of a reporting issuer’s failure to file continuous disclosure (a cease trade order).

This section also explains how you can retrieve prospectuses, continuous disclosure reports, cease trade orders, and reporting issuer lists.

Under The Securities Act (Manitoba), anyone who intends to sell securities to the public must prepare a detailed disclosure document called a prospectus. Before the issuer can sell the securities, they must file the prospectus with the MSC for review (we will issue a receipt). MSC staff review prospectuses for full, true, and plain disclosure of information, as well as for compliance with securities legislation.

All public documents filed by reporting issuers are available on the SEDAR+.

Once an issuer begins selling securities to the public, the issuer must make continuous disclosure filings, such as:

  • interim and annual financial statements
  • interim and annual management discussion and analysis
  • annual information forms
  • Material Change Reports
  • information circulars

The MSC reviews selected continuous disclosure filings for compliance with securities legislation.

All public documents filed by reporting issuers are available on the SEDAR+.

 

If a reporting issuer fails to make the required continuous disclosure filings, the MSC may issue a cease trade order that stops all trading of the reporting issuer’s securities. You can view all cease trade orders issued by a securities commission on the SEDAR+.

This section explains the ongoing filing obligations of insiders of a reporting issuer (such as directors and senior officers) as well as insider-related filings by a reporting issuer.

This section also explains how you can retrieve Insider Trade Reports, Issuer Event Reports, and Issuer Grant Reports.

When an issuer begins to sell securities to the public, it becomes a reporting issuer and its insiders (such as directors and senior officers) must report all trades they make in the issuer’s securities. Trades include acquisitions and dispositions of equity and debt, and the granting and exercising of options, warrants, and rights. Trades must be reported within five calendar days unless an exemption is available.

Reporting issuers also must disclose any issuer events through an Issuer Event Report, which notifies insiders and members of the public about a stock dividend, stock split, consolidation, amalgamation, reorganization, merger, or other similar event that affects the entire class of securities of a reporting issuer in the same way.

Reporting issuers may report issuer grants if they wish to make the related exemption available to their insiders. as compensation to insiders for services rendered. An Issuer Grant Report publicly discloses the details of compensation arrangements, under which the issuer grants cash, securities, or related financial instruments (including options, stock appreciation rights, phantom shares, restricted shares, restricted share units, deferred share units, performance units, performance shares, stock, stock dividends, warrants, convertible securities, or similar instruments)as compensation to insiders for services rendered.

Public Documents
All Insider Trade Reports, Issuer Event Reports, and Issuer Grant Reports are available on the System for Electronic Disclosure by Insiders (SEDI).

This section explains the exemptions available to enable distribution of securities without a prospectus.

This section is a general summary of the law only. You should not rely on this information alone to sell securities. Before selling securities, review the full text of the law and obtain professional legal advice.
The Securities Act requires that securities be sold using a prospectus and the services of a person who is registered with the MSC. However, the Act sets out ways a business can raise money by selling securities without the need for a prospectus or a registered dealer. These methods are referred to as exemptions from the prospectus and registration requirements.

Businesses selling securities under an exemption must carefully follow every requirement to qualify for the exemption, and anyone who plans to sell securities using an exemption is strongly urged to get professional legal advice before approaching potential investors. It may be an offence under The Securities Act to sell securities without complying with an exemption, unless the sale is made by a registered dealer using a prospectus.

Do not begin asking people to invest until you have met all the requirements for an exemption. In some cases, you must notify us before you can approach potential purchasers.

There are exemptions that are available in most of Canada (see “National Exemptions”), as well as exemptions available only in Manitoba (see “Provincial Exemptions”).

Commonly used exemptions available in all Canadian jurisdictions under National Instrument 45-106 include:

Part 2 of National Instrument 45-106, which permits securities to be sold:
to an Accredited Investor (section 2.3)
by a Private Issuer (section 2.4)
to family, friends and business associates (section 2.5)
by using an offering memorandum
Part 6 of National Instrument 45-106 which sets out when forms are required to be filed with the MSC.
Filers must pay a fee of $25 to the MSC to file a Report of an Exempt Trade (Form 45-106F1), as well as a fee of $650 to file an Offering Memorandum (Form 45-106F2 or Form 45-106F3).

National Instrument 45-106 provides for other exemptions in specific circumstances. Each of these exempt offerings has specific requirements for, and limits on, who can purchase the securities using each exemption.

The following two exemptions are available in Manitoba only:

Section 91(a) Regulation
Sale of securities to a specific group of purchasers is permitted. These purchasers either have knowledge of the business they are investing in or have received professional advice about the investment. This exemption is suitable for a new or developing business and can be used only once.

This exemption is generally used by a new business or a private company that changes its articles of incorporation to be able to offer securities to the public.

What document is used to offer the securities for sale?

No specific type of offering document is required, but information provided to a purchaser must not be misleading.

Who can purchase the securities?

Related purchasers and/or no more than 15 informed purchasers.

How long can I sell securities using this exemption?

You can sell securities under this exemption for a maximum of 180 days following the date that a notice (Form 23 of the regulations) is filed with the MSC. The exemption can be used only once.

What documents need to be filed with the MSC?

File a Notice of Intention to Trade in a Security (Form 23 of the regulations) with the MSC to start offering the securities.
At the end of the offering (no later than 15 days after the end of the 180-day offering), file
a report describing what was sold (Form 27 of the regulations) and
a declaration from each purchaser (Form 24 of the regulations).
What are the fees?

There is a $650 fee to file Form 23, Notice of Intention to Trade in a Security.

Click here to learn more about the legislation.

Section 91(b) Regulation
Sale of securities to a specified type of purchaser is permitted using an Offering Memorandum, which provides the potential investor with information required to make an investment decision. The MSC does not review Offering Memorandums.

This exemption is generally used by businesses that are not in a position to issue a prospectus, but have been in operation long enough to develop a business history.

What document is used to offer the securities for sale?

An Offering Memorandum is required. The contents of the memorandum are set out in Form 26 of the regulations. Information provided to a purchaser must not be misleading.

Who can purchase the securities?

Related purchasers and/or up to 50 purchasers.

How long can I sell securities using this exemption?

You can sell securities under this exemption for a maximum of 180 days following the date that a notice (Form 23 of the regulations) is filed with the MSC. The exemption can be used more than once, but there must be at least 180 days between securities offerings.

What documents need to be filed with the MSC?

File a Notice of Intention to Trade in a Security (Form 23 of the regulations) with the MSC to start offering the securities.
At the end of the offering (no later than 15 days after the end of the 180-day offering), file
a report describing what was sold (Form 27 of the regulations) and
a declaration from each purchaser (Form 25 of the regulations).

This section summarizes the Manitoba Securities Commission (MSC) fees related to issuers and insiders.

What are the fees?

There is a $650 fee to file Form 23, Notice of Intention to Trade in a Security.

Click here to learn more about the legislation.

SEDAR+ filers can access a similar fee schedule summary here.

The fee for late filing of an Insider Report is $50 per calendar day per insider per issuer to a maximum of $1,000 in any period from April 1 to March 31. This fee does not apply in relation to an insider if there is an obligation to pay a late filing fee in respect of that insider in a jurisdiction other than Manitoba during the same period.

CategoryFees

Prospectus – investment fund issuer 		$1,000 per fund, plus $325 for each additional class of security involved in the prospectus

Prospectuses – other issuers, except base shelf prospectuses 		$1,000 per issuer, plus $325 for each additional class of security, plus $75 for each additional technical report of a mineral project, to a maximum of $300, involved in the prospectus

Base shelf prospectuses 		$1,000

Prospectus supplements		 $1,000 plus $325 for each additional class of security, except $0 if a pricing supplement as defined in National Instrument 44-102

Preliminary prospectus amendments		 $325 for each new class of security added in the amendment

Prospectus amendments – investment fund issuers 		$175 per fund if financial statements are being added or amended, otherwise $100 per fund, plus $325 for each new class of security added in the amendment

Prospectus amendments – other issuers, except amendments to base shelf prospectuses 		$175 per issuer if financial statements are being added or amended or if a technical report of a mineral project is being added or amended; otherwise $100 per issuer, plus $325 for each new class of security added in the amendment

Amendments to base shelf prospectuses 		$100

Rights offerings 		$250

Annual financial statements 		$100 per issuer/fund

Annual information forms		 $1,000 per issuer/fund

Search for and copies of filed public documents		 $2 plus $0.50/page copied

You must also file the Offering Memorandum (Form 26 of the regulations) with the MSC.


Form NameForm

Prospectus

Information Requirement in a Prospectus

41-101F1 

Information Required in an Investment Fund Prospectus

41-101F2

Information Required in a Scholarship Plan Prospectus

41-101F3

Information Required in an ETF Facts Document

41-101F4

Personal Information Form and Authorization of Indirect Collection, Use and Disclosure of Personal Information

41-101F – Appendix A

Issuer Form of Submission to Jurisdiction and Appointment of Agent for Service of Process

41-101F – Appendix B

Non-Issuer Form of Submission to Jurisdiction and Appointment of Agent for Service of Process

41-101F – Appendix C

Short Form Prospectus Distributions – Short Form Prospectus

44-101F1

Simplified Prospectus

Contents of Simplified Prospectus – Consolidated Version

81-101F1

Contents of Annual Information Form – Consolidated Version

81-101F2

Contents of Fund Facts Document – Consolidated Version

81-101F3

Issuers Quoted in the U.S. Over-the-Counter Markets

Notice – OTC Issuer Ceases to be an OTC Reporting Issuer

51-105F1

Notice of Promotional Activities

51-105F2

Personal Information Form and Authorization of Indirect Collection, Use and Disclosure of Personal Information – Consolidated Version

51-105F3A

Personal Information Form and Authorization of Indirect Collection, Use and Disclosure of Personal Information

51-105F3B

Notice – Issuer Ceases to be an OTC Reporting Issuer

51-105F4

Continuous Disclosure

Management’s Discussion & Analysis (MD&A)

51-102F1

Annual Information Form (AIF)

51-102F2

Material Change Report

51-102F3

Business Acquisition Report

51-102F4

Information Circular

51-102F5

Statement of Executive Compensation

51-102F6

Statement of Executive Compensation – Venture issuers

51-102F6V

Certification of annual filings – full certificate

52-109F1

Certification of annual filings – venture issuer basic certificate

52-109FV1

Certification of annual filings following an initial public offering, reverse takeover or becoming a non-venture issuer

52-109F1 – IPO/RTO

Certification of refiled annual filings

52-109F1R

Certification of annual filings in connection with voluntarily filed AIF

52-109F1 – AIF

Certification of interim filings – full certificate

52-109F2

Certification of interim filings – venture issuer basic certificate

52-109FV2

Certification of interim filings following an initial public offering, reverse takeover or becoming a non-venture issuer

52-109F2 – IPO/RTO

Certification of refiled interim filings

52-109F2R

Audit Committee Information Required in an AIF

52-110F1

Audit Committee Disclosure by Venture Issuers

52-110F2

Corporate Governance Disclosure

58-101F1

Corporate Governance Disclosure (Venture Issuers)

58-101F2

Corporate Governance Disclosure (Venture Issuers)

58-101F2

Contents of Annual and Interim Management Report of Fund Performance
Beginning on or after January 1, 2014

81-106F1

Securities Communications

Explanation to Clients and Client Response Form

54-101F1

Request for Beneficial Ownership Information

54-101F2

Omnibus Proxy (Depositories)

54-101F3

Omnibus Proxy (Proximate Intermediaries)

54-101F4

Electronic Format for NOBO List

54-101F5

Request for Voting Instructions Made by Reporting Issuer

54-101F6

Request for Voting Instructions Made by Intermediary

54-101F7

Undertaking

54-101F9

Undertaking

54-101F10

Insider Reporting

Insider Profile


55-102F1

Insider Report

55-102F2

Issuer Profile Settlement

55-102F3

Issuer Event Report

55-102F4

SEDI User Registration Form

55-102F5

Insider Report (paper format for special circumstances)

55-102F6

Mining, Oil and Gas Filing

Technical Report

43-101F1

Statement of Reserves Data and Other Oil and Gas Information

51-101F1

Report on Reserves Data by Independent Qualified Reserves Evaluator or Auditor

51-101F2

Report of Management and Directors on Oil and Gas Disclosure

51-101F3

Notice of Filing of 51-101F1 Information

51-101F4

Notice of Ceasing to Engage in Oil and Gas Activities


51-101F5

Click here to access Enforcement information.