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Ontario Securities Act

The provincial statute administered by the OSC that is the primary source of securities law in Ontario.

Definition

The Securities Act (Ontario) (RSO 1990, c S.5) is the foundational provincial statute governing the distribution of securities, the registration of market participants, disclosure by reporting issuers, trading restrictions for insiders, and enforcement by the OSC. Key provisions: Part IV (registration requirements for dealers, advisers, and investment fund managers); Part XV (continuous disclosure obligations for reporting issuers); Part XVI (insider trading and tipping prohibitions, s.76); Part XXII (civil liability for misrepresentation in disclosure documents); Part XXIII (investigation and enforcement powers of the OSC). The OSC administers the Act through regulations, rules, and policy statements. Changes to the Act are made by the Ontario Legislature; accompanying rules and regulations are made by the OSC within the authority granted by the Act. The Securities Act (Ontario) takes precedence over CIRO rules; CIRO's recognition order requires CIRO's rules to be consistent with applicable securities legislation.

Source

Securities Act (Ontario) RSO 1990 c S.5; osc.ca

Where this shows up on the CIRE

  • Outcome 1.1

Test yourself

Two real CIRE-bank questions on this exact outcome. Click to reveal the answer and the rule citation.

  1. 1

    CIRO was formed in January 2023 through the amalgamation of two self-regulatory organizations. Which statement best describes CIRO's current regulatory mandate?

    Outcome 1.1 · click for answer

    A.CIRO is a Crown corporation that reports directly to the Bank of Canada and sets monetary policy guidelines for dealer members.
    B.CIRO is a national self-regulatory organization that oversees investment dealers, mutual fund dealers, and market integrity for equity and debt markets in Canada.Correct
    C.CIRO is a provincial body incorporated under Ontario securities law that has delegated authority from the OSC only.
    D.CIRO replaced the CSA and now writes National Instruments directly without provincial approval.

    CIRO was created by the merger of IIROC and the MFDA and functions as Canada's single national SRO, overseeing both investment dealers and mutual fund dealers as well as market integrity functions previously held by IIROC. It operates under oversight of provincial and territorial securities commissions, not as a government body or replacement for the CSA. CIRO does not draft National Instruments independently.

  2. 2

    A client asks her registrant whether the Canadian Securities Administrators (CSA) can directly revoke a registrant's approval. Which statement best describes the CSA's relationship to individual registrations?

    Outcome 1.1 · click for answer

    A.The CSA delegates all registration decisions to CIRO, which then reports back to each province.
    B.The CSA has enforcement authority in Ontario only; other provinces rely solely on their own legislation without CSA coordination.
    C.The CSA is an umbrella organization of provincial and territorial securities regulators; registration and revocation authority rests with each jurisdiction's regulator, and the CSA coordinates policy through National Instruments and Multilateral Instruments.Correct
    D.The CSA is a single federal regulator with direct authority to revoke individual registrations across Canada.

    The CSA is not a statutory body but a collegial forum of the 13 provincial and territorial securities regulators. Each member regulator retains its own jurisdiction, including the power to grant and revoke registrations. The CSA develops harmonized policy through National Instruments and Multilateral Instruments, which member jurisdictions adopt through their own legislative processes. CIRO operates as an SRO under those regulators, not as their agent for registration decisions.

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