Non-trading employees 6(15) The Director may designate as "non-trading" any employee or class of employees of a person or company registered for trading in securities or derivatives who do not usually sell securities or derivatives to the public, but the designation may be cancelled as to any employee or class of employees where the Director is satisfied that the employee or the member of any such class of employees should be required to apply for registration as a salesperson. S.M. 2001, c. 26, s. 6 ; S.M. 2006, c. 11, s. 4 ; S.M. 2007, c. 12, s. 3 ; S.M. 2008, c. 8, s. 3 ; S.M. 2012, c. 12, s. 4 ; S.M. 2025, c. 11, s. 40 . Registration by Director 7(1) The Director shall grant registration or renewal of registration to an applicant where in the opinion of the Director the applicant is suitable for registration and the proposed registration is not objectionable. Refusal of registration 7(2) The Director shall not refuse to grant or refuse to renew registration without giving the applicant an opportunity to be heard. Director's authority to impose terms on registration 7(3) The Director may, either at the time of registration or afterward, (a) restrict or expand a registration with or without terms and conditions, including, but not limited to, the condition that the registration is restricted to trades in certain securities, class of securities, derivatives or class of derivatives; or (b) restrict or expand the duration of a registration. 7(4) [Repealed] S.M. 2008, c. 8, s. 4 . Stockbrokers 7(5) Registration, otherwise than as a salesperson, to trade in securities described in clause (e) of the definition of security in section 1 may be refused to any person or company unless that person or company, or a trading partner or trading official of that person or company, is a member of an exchange that, as determined by the commission, is operating in Manitoba. 7(6) [Repealed] S.M. 1996, c. 73, s. 77 . Suspending or cancelling registration 7(7) The Director may suspend or cancel the registration of a registrant if the Director considers that the action is in the public interest and has given the registrant an opportunity to be heard. S.M. 1996, c. 73, s. 77 ; S.M. 2000, c. 5, s. 5 ; S.M. 2001, c. 26, s. 7 ; S.M. 2007, c. 12, s. 3 ; S.M. 2008, c. 8, s. 4 ; S.M. 2012, c. 12, s. 5 and 6. Fitness hearings 8(1) Where in the opinion of the commission the action is in the public interest, it may, after giving the registrant an opportunity to be heard, do one or more of the following: (a) reprimand the registrant; (b) impose terms and conditions on the registration; (c) suspend or cancel the registration. Interim suspension 8(2) Where the holding of a hearing under subsection (1) would cause a delay which, in the opinion of the commission, would be prejudicial to the public interest, the commission may suspend the registration of the registrant without giving the registrant an opportunity to be heard; but in that case it shall forthwith notify the registrant of the suspension and of a hearing and review to be held before the commission within 15 days of the date of the suspension; and that hearing and review shall be deemed to be a hearing and review under section 29. S.M. 2001, c. 26, s. 8 . 9 and 10 [Repealed] S.M. 2001, c. 26, s. 9 ; S.M. 2007, c. 12, s. 6 . Address for service 11 Every applicant shall state in the application an address for service in the province and, except as otherwise provided in this Act, all notices under this Act or the regulations are sufficiently served for all purposes if delivered or sent by prepaid mail to the latest address for service so stated. Further information 12 The Director may require any further information or material to be submitted by an applicant or a registrant within a specified time and may require verification by affidavit or otherwise of any information or material then or previously submitted, and may require the applicant or registrant, or any partner, officer, director or employee of the applicant or of the registrant, to submit to examination under oath by the Director or by a person designated by the Director for that purpose. S.M. 2007, c. 12, s. 7 . Appointment of experts 13(1) The commission may appoint one or more experts to assist the commission in such manner as it may deem expedient. Submission of documents to experts 13(2) The commission may submit any agreement, prospectus, financial statement, report or other document to one or more experts appointed under subsection (1) for examination, and the commission has the like power to summon and enforce the attendance of witnesses before the expert and to compel them to produce documents, records and things as is vested in the commission, and subsections 22(3) and (4) apply with such modifications as the circumstances require. Payment for services 13(3) An expert appointed under subsection (1) shall be paid such amounts for services and expenses as the Lieutenant Governor in Council may determine. Requirement of residence 14(1) Notwithstanding that the applicant is otherwise suitable for registration, the Director may refuse registration (a) to an individual who does not possess the usual residence qualification; or (b) to a company that does not have at least one officer or director who possesses the usual residence qualification; or (c) to a partnership or other unincorporated association that does not have at least one partner or member who is an individual possessing the usual residence qualification. Definition 14(2) For the purposes of this section, a person possesses the usual residence qualification if (a) at the date of the application, he or she is resident in the province and has resided in Canada for at least one year immediately prior thereto; or (b) at the date of the application, he or she is registered in a capacity corresponding to that of a salesperson, dealer, adviser, underwriter, investment fund manager or security issuer, or is authorized to act in such a capacity without separate registration by virtue of a provision similar to subsection 6(12), under the securities laws of the jurisdiction in Canada in which he or she last resided, and has been so registered or authorized for at least one year immediately prior thereto. Servicemen and students 14(3) For the purposes of this section, a person shall not be deemed to cease to reside in Canada by reason only of his absence from Canada (a) as a member of the Canadian Forces; or (b) while attending a university, college, or other educational institution outside Canada. S.M. 2001, c. 26, s. 10 ; S.M. 2007, c. 12, s. 3 ; S.M. 2008, c. 8, s. 5 . Notice of status to director 15 Every registered dealer and every registered adviser shall comply with the reporting requirements set out in the regulations, within the time frame set out in the regulations. S.M. 2001, c. 26, s. 11 ; S.M. 2006, c. 11, s. 6 . Surrender of registration 15.1(1) If a registrant applies to surrender its registration, the Director shall accept the surrender unless the Director considers that it is prejudicial to the public interest to do so. Action by Director when surrender not accepted 15.1(2) If the Director does not accept the surrender of a registrant's registration, the Director may, without giving the registrant an opportunity to be heard, suspend the registration or impose terms or conditions on the registration. S.M. 2007, c. 12, s. 8 . 16 [Repealed] S.M. 1999, c. 16, s. 1 . Refunds 17 Where an application for a registration is refused, a registration is cancelled or a receipt for a prospectus is not obtained, the Director may cause the fee paid in respect of the matter, or any part of the fee that the Director considers fair and reasonable, to be refunded. S.M. 1999, c. 16, s. 1 ; S.M. 2007, c. 12, s. 3 . 18 [Repealed] S.M. 2006, c. 11, s. 7 . Trades exempt from registration 19(1) Registration is not required for a trade (a) that is exempted by the regulations; or (b) if the purchaser is a person or company that the commission recognizes as an exempt purchaser. Trading exempted from registration 19(2) Registration is not required to trade in the following securities: (a) securities that are exempted by the regulations; (b) securities (i) to which section 89 or 91 of The Cooperatives Act applies, or (ii) that are memberships or shares issued by a cooperative entity, as defined in section 1 of The Cooperatives Act , for the purpose of qualifying a person or company as a member of the cooperative entity; (c) securities that are (i) shares or memberships in a credit union, or (ii) receipts or certificates issued by a credit union for money deposited with it on term deposits by its members in accordance with The Credit Unions and Caisses Populaires Act or the special Act of the Legislature incorporating it. 19(3) and (4) [Repealed] S.M. 2006, c. 11, s. 8 . Removal of exemptions 19(5) Notwithstanding subsections (1) and (2), the commission may, where in its opinion such action is in the public interest, (a) order that subsection (1) does not, with respect to such of the trades referred to in that subsection as are specified in the order, apply to the person or company named in the order; and (b) order that subsection (2) does not, with respect to such of the securities referred to in that subsection as are specified in the order, apply to the person or company named in the order. Hearing 19(6) The commission shall not make an order under subsection (5) without a hearing, unless, in its opinion, the length of time required for a hearing would be prejudicial to the public interest, in which event it may make a temporary order which expires not more than fifteen days after the date of the making thereof. Notice of temporary order 19(7) The commission shall give notice of each temporary order made under subsection (6) forthwith together with the notice of hearing required to be given under clause 5(1)⁠(a), to every person and company that, in the absolute discretion of the commission, is substantially affected thereby. Loss of private company status 19(8) Where a private company has contravened any of the provisions of its charter or other instrument of incorporation respecting the restriction on the right to transfer its shares, the limitation on the number of its shareholders, or the prohibition of invitations to the public to subscribe for its securities, and by the laws of the jurisdiction in which it is incorporated it has in consequence ceased to be entitled to the privileges and exemptions conferred by those laws on private companies, it ceases to be classified as a private company for the purposes of this Act until such time as those privileges and exemptions have been restored in the jurisdiction in which it is incorporated. S.M. 1991-92, c. 22, s. 3 and 4; S.M. 1992, c. 35, s. 58 ; S.M. 1993, c. 14, s. 88 ; S.M. 1993, c. 29, s. 203 ; S.M. 1998, c. 52, s. 401 ; S.M. 2001, c. 26, s. 12 ; S.M. 2006, c. 11, s. 8 . Exemption by commission 20(1) Where the commission is of the opinion that it is not prejudicial to the public interest, it may, by order, subject to such terms and conditions as it may impose, exempt any trade, intended trade, security, derivative, person, company or distribution, as the case may be, from all or any provisions of this Act or the regulations. Publication of order or notice 20(2) As soon as practicable after making an order under subsection (1), the commission must publish on its website (a) a copy of the order; or (b) a notice of the order summarizing the order and the facts relating to the order. Statutes and Regulations Act does not apply 20(3) The Statutes and Regulations Act does not apply to an order made under subsection (1). Proof of order 20(4) In the absence of evidence to the contrary, a copy of an order accessed from the commission's website or a printout of such a copy, if it is accompanied by an oral or written statement confirming that it was so accessed, is presumed to be an accurate statement of the order. S.M. 2012, c. 12, s. 9 ; S.M. 2013, c. 39, Sch. A, s. 86 . Real Estate Brokers Act 21 When a security is also an interest in real estate, the following rules shall apply for the purpose of resolving any conflict or duplication between The Real Estate Services Act and this Act: (a) if interests in real estate are being distributed to the public by a person or company registered under this Act under a prospectus for which a receipt has been obtained under Part VII, The Real Estate Services Act does not apply to any trade involved in that distribution; (b) if application is made to the commission under this Act for an order that would permit interests in real estate to be distributed to the public without a prospectus being filed under Part VII, or by persons or companies who are not registered under this Act, or both, the commission may exempt that distribution and those persons and companies from all or any of the provisions of The Real Estate Services Act ; (c) if a prospectus is accepted by the registrar of The Real Estate Services Act under Part 6 of that Act, the interests offered under it are exempt from this Act; (d) in any trade or proposed trade which does not require a prospectus under either Act, the vendor may, unless the commission has otherwise ordered, elect either to treat the interest as an interest in real estate and comply with The Real Estate Services Act , in which case this Act does not apply, or to treat it as a security and comply with this Act, in which case The Real Estate Services Act does not apply; (e) the commission may declare any such interest to be exclusively a security, in which case The Real Estate Services Act does not apply to it, or to be exclusively an interest in real estate, in which case this Act does not apply to it. S.M. 2015, c. 45, s. 88 . PART III INVESTIGATION AND ACTION BY COMMISSION Designation of staff members as investigators 21.1(1) The Director may designate one or more members of the commission's staff as investigators for the purpose of administering and enforcing one or more of the following: (a) this Act; (b) The Commodity Futures Act ; (c) The Mortgage Brokers Act ; (d) The Real Estate Services Act . General authority of investigator 21.1(2) A staff member designated as an investigator for an Act listed in subsection (1) may carry out any investigation reasonably required for the enforcement of that Act. Assistance 21.1(3) When conducting an investigation under this section, a staff member may be accompanied and assisted by any person that the staff member considers necessary. Decision not reviewable 21.1(4) The Director's decision to take or not take further action as a result of an investigation under this section is final and is not subject to review. Not a section 22 investigation 21.1(5) An investigation under this section is not an investigation under section 22. S.M. 2009, c. 16, s. 25 ; S.M. 2011, c. 35, s. 45 ; S.M. 2015, c. 45, s. 88 . Investigation of probable contravention or offence 22(1) Where it appears probable to the commission that any person or company (a) has contravened any of the provisions of this Act or the regulations; or (b) has committed an offence under The Corporations Act that relates to the filing of documents with the commission or to the contents of any document that has been so filed; or (c) has committed an offence under the Criminal Code (Canada) in connection with a trade in securities or derivatives; the commission may make, or by order appoint a person to make, such investigation as it deems expedient in the circumstances, and shall determine and prescribe the scope of the investigation. Order for investigation 22(2) The commission may make or, by order, appoint a person to make such investigation as it deems expedient (a) for the due administration of Manitoba securities law or the regulation of the securities or derivatives markets in Manitoba; (a.1) to assist in the due administration of the securities laws or the regulation of the securities or derivatives markets in another jurisdiction; (b) for the protection of members of the public who have invested in securities of a company incorporated under a general or special Act of the Legislature that are listed or posted for trading on any exchange in the province recognized by the commission or have been since May 1, 1967, distributed in the course of primary distribution to the public under a prospectus filed with any securities commission in Canada or under a statement of material facts filed with any exchange in Canada; or (c) into any matter relating to trading in securities or derivatives; and shall determine and prescribe the scope of the investigation. Scope of investigation 22(3) For the purposes of any investigation, the commission or the person appointed to make the investigation may investigate, inquire into and examine (a) the affairs of any person or company in respect of which the investigation is being made and any books, papers, documents, correspondence, communications, negotiations, transactions, investigations, loans, borrowings and payments to, by, on behalf of or in relation to or connected with the person or company and any property, assets or things owned, acquired or alienated in whole or in part by the person or company or by any person or company acting on behalf of or as agent for the person or company; and (b) the assets at any time held, the liabilities, debts, undertakings and obligations at any time existing, the financial or other conditions at any time prevailing in or in relation to or in connection with any person or company in respect of which the investigation is being made and the relationship that may at any time exist or have existed between that person or company and any other person or company by reason of investments, commissions promised, secured or paid, interests held or acquired, the lending or borrowing of money, stock or other property, the transfer, negotiation or holding of stock, interlocking directorates, common control, undue influence or control or any other relationship. Powers 22(4) For the purposes of an investigation, the commission and any person appointed to make the investigation, have the same power to summon and enforce the attendance of witnesses and compel them to give evidence on oath or otherwise, and to produce documents, records and things, as is vested in the Court of King's Bench for the trial of civil actions, and the failure or refusal of a person to attend, to answer questions or to produce documents, records and things in his custody or possession makes him liable to be committed for contempt by a judge of the Court of King's Bench as if in breach of an order or judgment of the Court of King's Bench; and no provision of The Manitoba Evidence Act exempts any financial institution or any officer or employee thereof from the operation of this section. Counsel 22(5) A person giving evidence at an investigation may be represented by counsel. Seizure of property 22(6) For the purposes of an investigation, the commission or the person appointed to make the investigation may seize and take possession of any documents, records, securities or other property of a person or company whose affairs are being investigated. Inspection or return of property 22(7) Where any documents, records, securities or other property are seized under subsection (6), the documents, records, securities or other property shall be made available for inspection and copying by the person or company from whom they were seized at a mutually convenient time and place; and upon application of the person or company from whom they were seized, the commission may order that all or any of the documents, records or securities be photographed and the originals returned to the person or company from whom they were seized and thereafter on production of the order of the commission or a certified copy thereof, the photograph, certified as being a photograph of any such document, record or security, is admissible in evidence in any proceeding before the commission or any person conducting an investigation, or in any court as prima facie proof of the document, record or security, as the case may be. Accountants and other experts 22(8) For the purposes of conducting an investigation, the commission may appoint an accountant or other expert to examine documents, records, properties and matters of the person or company whose affairs are being investigated and the accountant or other expert shall be paid for his services and expenses in accordance with subsection 13(3). Inspection of property 22(9) Where the condition or value of any land, building or work is relevant in any investigation, the commission or, if so authorized by the commission, the person appointed to make the investigation or an expert appointed under subsection (8) may, upon reasonable notice to the owner or occupier thereof, enter upon and inspect that land, building or work. Report of investigation 22(10) Every person appointed by the commission to make an investigation, and every person appointed under subsection (8), shall report the result of his investigation or examination to the commission. Meaning of "investigation" 22(11) In this section "investigation" includes every investigation or inquiry made, ordered or authorized by the commission under this or any other Act of the Legislature. S.M. 2001, c. 26, s. 13 ; S.M. 2012, c. 12, s. 11 and 12. Investigation under order of minister 23 Notwithstanding section 22, the minister may by order appoint any person to make such investigation as he deems expedient for the due administration of this Act or into any matter relating to trading in securities or derivatives, in which case the person so appointed, for the purposes of the investigation, has the same authority, powers, rights and privileges as a person appointed to make an investigation under section 22. S.M. 2012, c. 12, s. 13 . Non-disclosure 24(1) No person or company shall disclose at any time, except to the person or company's counsel, (a) the nature or content of an order made under section 22 or 23; or (b) the name of any person examined or sought to be examined under section 22 or 23, any testimony given under section 22 or 23, any information obtained under section 22 or 23, the nature or content of any questions asked under section 22 or 23, the nature or content of any demands for the production of any document or other thing under section 22 or 23, or the fact that any document or other thing was produced under section 22 or 23. Exceptions 24(2) Notwithstanding subsection (1), (a) a person making an investigation may make, or authorize the making of, such disclosure of information, evidence or names of witnesses as may be required for the effectual conduct of the investigation; and (b) if the evidence of a witness has been taken down or recorded, the person who reported or recorded it may, at the request of the witness and at his expense, provide the witness with a transcript of all or part of his evidence at any time after his examination has been completed. S.M. 2001, c. 26, s. 14 . Reporting to minister 25 Where an investigation has been made under section 22, the commission may, and, where an investigation has been made under section 23, the person making the investigation shall, report the result thereof, including the evidence, findings, comments and recommendations, to the minister, and the minister may cause the report to be published in whole or in part in such manner as he deems proper. Interim preservation of property 26(1) If the commission considers it necessary or advisable (a) for the due administration of Manitoba securities law or the regulation of the capital markets in Manitoba; or (b) to assist in the due administration of the securities laws or the regulation of the capital markets in another jurisdiction; it may, in writing, direct a person or company having on deposit or under its control or for safekeeping any funds, securities, derivatives or property to retain those funds, securities, derivatives or property and to hold them until the commission in writing revokes the direction or consents to release a particular fund, security, derivative or property from the direction, or until the Court of King's Bench orders otherwise. Direction applies only to branches identified 26(2) A direction under subsection (1) that names a bank or other financial institution applies only to the branches of the bank or financial institution identified in that direction. Exclusions 26(3) A direction under subsection (1) does not apply to funds, securities, derivatives or property in the clearing house of an exchange or of a commodity futures exchange or to securities or derivatives in process of transfer by a transfer agent unless the direction so states. Clarification, variation or revocation 26(4) A person or company directly affected by a direction under subsection (1) may apply to the commission for clarification or to have the direction varied or revoked. Registration against land 26(5) If property identified in a direction under subsection (1) includes an interest in land, the commission may authorize the Director to issue a certificate in respect of the land and request registration of the certificate in the land titles office for the land titles district in which the land is situated. The certificate when so registered shall have the same effect as, and the registration of it may be discharged in the same manner as, a certificate of pending litigation in respect of the land. S.M. 2012, c. 12, s. 14 . Application for appointment of receiver 27(1) The commission may (a) where it is about to order or initiate an investigation under section 22, or during or after an investigation under section 22 or 23; or (b) where it is about to make or has made a direction, decision, order or ruling suspending or cancelling the registration of any person or company or affecting the right of any person or company to trade in securities or derivatives; or (c) where criminal proceedings or proceedings in respect of a contravention of this Act or the regulations are about to be or have been instituted against any person or company that in the opinion of the commission are connected with or arise out of any security or derivative or any trade therein, or out of any business conducted by that person or company; apply to a judge of the Court of King's Bench for the appointment of a receiver or a receiver and manager or a trustee of the property of that person or company. Appointment 27(2) Upon an application made under subsection (1), the judge may, where he is satisfied that the appointment of a receiver or a receiver and manager or a trustee of the property of any person or company is in the best interests of the creditors of that person or company or of any other persons or companies any of whose property is in the possession or under the control of the first-mentioned person or company, appoint a receiver or a receiver and manager or a trustee of the property of the first-mentioned person or company. Application without notice 27(3) Upon an application without notice made by the commission under this section, the judge may make an order under subsection (2) appointing a receiver or a receiver and manager or a trustee for a period not exceeding eight days. Powers of receiver 27(4) A receiver, or a receiver and manager, or a trustee, of property of any person or company appointed under this section shall be the receiver, or the receiver and manager, or the trustee, of all the property belonging to the person or company, or held by the person or company on behalf of or in trust for any other person or company, and the receiver, or the receiver and manager, or the trustee, shall have authority, if so directed by the judge, to wind up or manage the business and affairs of the first-mentioned person or company, and all powers necessary or incidental thereto. Enforcement of order 27(5) An order made under this section may be enforced in the same manner as any order or judgment of the Court of King's Bench and may be varied or discharged upon an application made by notice. Rules of practice to apply 27(6) Applications made under this section shall be made by originating notice of motion, and the rules of practice of the Court of King's Bench apply. S.M. 2001, c. 26, s. 15 ; S.M. 2012, c. 12, s. 15 . Costs of an investigation 28(1) Where the conduct of a registrant has been the subject of an investigation under this Part and, as a result of the information obtained in the investigation, (a) the registrant is convicted of any offence against this Act or the regulations or of any other offence mentioned in subsection 22(1); (b) the commission does one or more of the following: (i) reprimands the registrant, (ii) imposes terms and conditions on the registration, (iii) suspends or cancels the registration, (iv) orders the registrant to pay an administrative penalty under subsection 148.1(1) or (1.1); or (c) the commission is satisfied that the registrant has not adequately discharged his or her responsibilities to the commission, his or her customers or the public; the commission may order the registrant to pay the whole or part of the costs of the investigation and any hearing convened as a result thereof, calculated on the basis of the fees prescribed in the regulations. Suspension of registration 28(2) If the commission has ordered a registrant to pay costs under subsection (1), it may suspend the registration of the registrant until the costs are paid. S.M. 2001, c. 26, s. 16 ; S.M. 2018, c. 17, s. 13 ; S.M. 2025, c. 11, s. 40 . PART IV APPEALS Review of Director's action 29(1) Any person or company affected by a direction, decision, order or ruling of the Director given or made under this Act or any other Act of the Legislature may, within 30 days after the direction, decision, order or ruling is made, apply to the commission for a review. On receiving the application, the commission must conduct a hearing. Power on review 29(2) Upon a hearing and review, the commission may by order confirm, quash, or vary, the direction, decision, order or ruling under review, or make such other direction, decision, order or ruling as the commission deems proper. Reference by Director to commission 29(3) If the Director is in doubt as to whether an application should be granted or refused, or as to what decision he or she should make about any other matter that this Act or the regulations authorizes the Director to decide, he or she may refer the matter to the commission. The commission shall hold a hearing and may make any direction, decision, order or ruling about the matter that the Director is authorized to make. S.M. 2007, c. 12, s. 3 and 9; S.M. 2018, c. 17, s. 14 . Appeal to The Court of Appeal 30(1) A person or company affected by a direction, decision, order or ruling of the commission given or made under this Act or under any other Act of the Legislature may appeal to The Court of Appeal. Leave to appeal 30(1.1) An appeal under subsection (1) may be made only with leave obtained from a judge of The Court of Appeal. 30(2) [Repealed] S.M. 2002, c. 32, s. 3 . Time for appeal 30(3) Every appeal under subsection (1) shall be commenced within 30 days after the mailing of the notice of the direction, decision, order or ruling of the commission. 30(4) [Repealed] S.M. 2002, c. 32, s. 3 . Commission party to appeal 30(5) The commission is a party to any appeal taken under this section, and is entitled to be heard, by counsel or otherwise, upon the appeal. Powers of Court on appeal 30(6) The Court of Appeal on hearing the appeal may (a) make any decision or order that in its opinion ought to have been made; (b) quash, vary or confirm the commission's direction, decision, order or ruling; or (c) refer the matter back to the commission for further consideration in accordance with any direction of the Court. Commission may make further direction 30(7) Notwithstanding an order of the Court under this section, the commission may make any further direction, decision, order or ruling upon new material or where there is a material change in the circumstances, and every such direction, decision, order or ruling is subject to this section. Stay pending appeal 30(8) The commission's direction, decision, order or ruling remains in effect pending an appeal to the Court of Appeal unless it is stayed by the Court, on application, pending the appeal. S.M. 2002, c. 32, s. 3 . Submission of question of law 31(1) Where, in the course of the administration of this Act or of any other Act of the Legislature administered by the commission, or of the exercise of any powers conferred upon the commission by this or any other Act of the Legislature, any question of law arises which, in the opinion of the commission, ought to be determined by a court, the commission may apply by notice of motion to a judge of the Court of King's Bench to have the question determined. Service on persons concerned 31(2) The notice shall be served on all parties concerned in the matter in which the question to be determined has arisen. Service on other persons interested 31(3) A judge may, of his motion or on the application of the commission or of any other person or company, direct that the notice be also served on any other person or company appearing to have an interest in the question to be determined. Effect of court's decision 31(4) The determination of any question of law under this section is binding upon the commission and all other parties in the matter in which the question arose, and may not, in that matter, be thereafter made the subject of an appeal under section 30. PART IV.1 SELF-REGULATORY ORGANIZATIONS Recognition of self-regulatory organization 31.1(1) The commission may recognize in writing a person or company representing registrants as a self-regulatory organization if the commission considers that it is in the public interest to do so and that the person or company is in compliance with this Act, the regulations and the rules and is able to continue to be in compliance. Terms and conditions 31.1(1.1) A recognition under this section is subject to such terms and conditions as the commission imposes. Hearing 31.1(2) The commission shall not refuse to recognize a person or company as a self-regulatory organization without giving the applicant an opportunity to be heard. Recognized organization to regulate members 31.1(3) A self-regulatory organization recognized under subsection (1) shall, subject to this Act, the regulations, the rules and the decisions of the commission and of the Director, regulate the standards and business conduct of its members. Commission's powers 31.1(4) If the commission considers it in the public interest to do so, it may make a decision in respect of (a) an internal regulation or proposed internal regulation of a self-regulatory organization; or (b) a direction, decision, order or ruling made under an internal regulation of the organization. S.M. 2001, c. 26, s. 17 ; S.M. 2007, c. 12, s. 3 ; S.M. 2012, c. 12, s. 16 . Conflict with securities law 31.2 No internal regulation of a recognized self-regulatory organization shall conflict with this Act, the regulations or the rules, but the organization may impose additional requirements within its jurisdiction. S.M. 2001, c. 26, s. 17 . Suspension or cancellation of recognition 31.3(1) If the commission, after giving a self-regulatory organization an opportunity to be heard, considers it in the public interest to do so, it may reprimand the organization or suspend, cancel, restrict or impose terms and conditions on its recognition under this Part. Temporary order without hearing 31.3(2) Despite subsection (1), if the commission considers that the delay required for a hearing would be prejudicial to the public interest, it may make an order under that subsection without prior notice to the organization, but the order is effective for not more than 15 days. S.M. 2001, c. 26, s. 17 . Voluntary surrender of recognition 31.4 Subject to any terms and conditions that it may impose, the commission may accept the voluntary surrender of the recognition of a self-regulatory organization if (a) the self-regulatory organization applies; and (b) the commission considers that the acceptance will not be prejudicial to the public interest. S.M. 2001, c. 26, s. 17 . Assignment of powers and duties by commission 31.5(1) The commission may, on any terms and conditions it considers advisable, assign to a recognized self-regulatory organization any power or duty of the commission under Part II or the regulations or rules relating to that Part. Assignment of powers and duties by Director 31.5(2) The Director may, with the approval of the commission, which may be given on any terms and conditions it considers advisable, assign to a recognized self-regulatory organization any power or duty of the Director under Part II or the regulations or the rules relating to that Part. Variation or revocation of assignment 31.5(3) The commission or, with the commission's approval, the Director may at any time vary or revoke, in whole or in part, an assignment of powers and duties made under this section. S.M. 2001, c. 26, s. 17 ; S.M. 2007, c. 12, s. 3 . Review of self-regulatory organization's decision 31.5.1(1) Any person or company affected by a decision of a self-regulatory organization may, within 30 days after the decision is made, apply to the commission for a review of the decision. On receiving the application, the commission has discretion whether to review the decision. Application of Part IV 31.5.1(2) If the commission decides to review the decision, Part IV (Appeals) of this Act applies, with necessary modifications, to the review as if the decision were a decision of the Director. Rights of enforcement staff 31.5.1(3) If the decision of a self-regulatory organization relates to an investigation or disciplinary proceeding conducted by that organization, the organization's staff that conducted the investigation or initiated or conducted the disciplinary proceeding (a) is deemed to be affected by the decision; and (b) may apply under subsection (1) to have the commission review the decision. S.M. 2018, c. 17, s. 15 . Registering decision in Court of King's Bench 31.5.2(1) A self-regulatory organization that has made a decision after a hearing may (a) if the time period to apply for a review of the decision under subsection 31.5.1(1) has expired without an application for review having been filed, register a certified copy of the decision in the Court of King's Bench; (b) if the commission has made an order confirming or varying the decision after a review, register a certified copy of the commission's order in the Court of King's Bench. Effect of registering decision or order 31.5.2(2) A decision or order registered in the Court of King's Bench under subsection (1) may be enforced as if it were a judgment of that court. S.M. 2018, c. 17, s. 15 . Immunity for self-regulatory organizations 31.5.3 No action or proceeding may be brought against a self-regulatory organization or its members, employees, agents or directors for anything done or not done, or for any neglect, in the performance or exercise, or the intended performance or exercise, in good faith of a power, duty or function (a) in accordance with the terms of a recognition under section 31.1; or (b) assigned to the self-regulatory organization under section 31.5. S.M. 2018, c. 17, s. 15 . PART IV.2 TRADE REPOSITORIES AND CLEARING AGENCIES Designation of trade repository 31.6(1) The commission may designate in writing a person or company as a trade repository if the commission considers that it is in the public interest to do so and that the person or company is in compliance with this Act, the regulations and the rules and is able to continue to be in compliance. Terms and conditions 31.6(2) A designation under this section is subject to such terms and conditions as the commission imposes. S.M. 2012, c. 12, s. 17 . Prohibition re clearing agencies 31.7(1) No person or company shall carry on business in Manitoba as a clearing agency unless the person or company is recognized by the commission under this section as a clearing agency. Recognition of clearing agency 31.7(2) The commission may recognize in writing a person or company as a clearing agency if the commission considers that it is in the public interest to do so and that the person or company is in compliance with this Act, the regulations and the rules and is able to continue to be in compliance. Terms and conditions 31.7(3) A recognition under this section is subject to such terms and conditions as the commission imposes. S.M. 2012, c. 12, s. 17 . Hearing 31.8 The commission shall not refuse to designate a person or company as a trade repository or recognize a person or company as a clearing agency without giving the person or company an opportunity to be heard. S.M. 2012, c. 12, s. 17 . Commission's powers 31.9 If the commission considers it in the public interest to do so, it may make a decision in respect of (a) the manner in which a designated trade repository or recognized clearing agency carries on business; or (b) any by-law, rule, regulation, policy, procedure, interpretation or practice of a designated trade repository or recognized clearing agency. S.M. 2012, c. 12, s. 17 . Conflict with securities law 31.10 No internal regulation of a recognized clearing agency or designated trade repository shall conflict with this Act, the regulations or the rules, but the clearing agency or trade repository may impose additional requirements within its jurisdiction. S.M. 2012, c. 12, s. 17 . Suspension or cancellation of recognition or designation 31.11(1) If the commission, after giving a clearing agency or trade repository an opportunity to be heard, considers it in the public interest to do so, the commission may reprimand the clearing agency or trade repository or suspend, cancel, restrict or impose terms and conditions on its recognition or designation under this Part. Temporary order without hearing 31.11(2) Despite subsection (1), if the commission considers that the delay required for a hearing would be prejudicial to the public interest, it may make an order under that subsection without prior notice to the clearing agency or trade repository, but the order is effective for not more than 15 days. S.M. 2012, c. 12, s. 17 . Voluntary surrender of recognition or designation 31.12 Subject to any terms and conditions that it may impose, the commission may accept the voluntary surrender of the designation of a trade repository or the recognition of a clearing agency if (a) the trade repository or clearing agency applies; and (b) the commission considers that the acceptance will not be prejudicial to the public interest. S.M. 2012, c. 12, s. 17 . PART V AUDITS Auditor of self-regulatory organization, exchange, trade repository and clearing agency 32(1) A recognized self-regulatory organization, exchange or clearing agency and a designated trade repository must appoint an auditor for itself. Auditor of member 32(2) Every recognized self-regulatory organization and exchange must (a) select a panel of auditing firms for its members; and (b) cause each of its members to appoint an auditor from that panel. S.M. 2001, c. 26, s. 18 ; S.M. 2010, c. 33, s. 58 ; S.M. 2012, c. 12, s. 18 . Examination and report 33(1) The auditor of a member of a recognized self-regulatory organization or exchange, shall examine, in accordance with generally accepted auditing standards, the annual financial statements and the regulatory filings of the member required by the internal regulations applicable to the member, and shall report the results of the examination in accordance with professional reporting standards to the organization or exchange. Approval by commission 33(2) The internal regulations of every recognized self-regulatory organization and exchange, in respect of the practice and procedure of the examinations under subsection (1) and the actual conduct of the examinations, and any amendments to them, must be satisfactory to the commission. S.M. 2001, c. 26, s. 18 ; S.M. 2010, c. 33, s. 58 ; S.M. 2012, c. 12, s. 19 . Recordkeeping and annual financial statements 34(1) A registrant whose financial affairs are not subject to examination under section 33 shall (a) keep the books and records that are necessary to properly record his or her business transactions and financial affairs; and (b) file with the commission annually, and at such other times as the commission may require, (i) a financial statement satisfactory to the commission as to the registrant's financial position, certified by the registrant or an officer or partner of the registrant and reported upon by the registrant's auditors, and (ii) any other information that the commission may require. Deadline for filing annual financial statement 34(1.1) The registrant shall file the annual financial statement required by clause (1)⁠(b) no later than 90 days after the end of the registrant's fiscal year. Extended meaning of "registrant" 34(2) In this Part, "registrant" includes a mutual fund, whether incorporated or unincorporated, which is based in Manitoba, notwithstanding that it is not in fact registered, and for this purpose a mutual fund is based at the place from which its affairs are in practice managed. Preparing and filing auditor's report 34(3) An auditor's report filed for the purposes of clause (1)⁠(b) must be prepared and filed in accordance with the regulations. Variation 34(4) The commission may in respect of any registrant, by order waive any requirement of subsection (1), and may make the order subject to such terms and conditions as it deems advisable. S.M. 2006, c. 11, s. 9 ; S.M. 2008, c. 8, s. 6 . Commission may make audits 35(1) Notwithstanding sections 32, 33 and 34, the commission, or any person to whom as its representative it may in writing delegate such authority, may at any time make an examination of the financial affairs or business operations of a registrant or the financial affairs of any person or company whose securities have been the subject of a filing with the commission, and prepare financial statements and reports as required by the commission. Access to books 35(2) The commission or any person making an examination under this section, is entitled to free access to all books of account, securities, derivatives, cash, documents, bank accounts, vouchers, correspondence and records of every description of the person or company whose financial affairs or business operations are being examined, and no person or company shall withhold, destroy, conceal or refuse to give any information or thing reasonably required for the purpose of the examination. Fees 35(3) The commission may charge such fees as may be prescribed by the regulations for any examination made under this section. S.M. 2001, c. 26, s. 19 ; S.M. 2012, c. 12, s. 20 . PART VI 36 [Repealed] S.M. 2007, c. 12, s. 3 ; S.M. 2008, c. 8, s. 7 . PART VII TRADING IN THE COURSE OF PRIMARY DISTRIBUTION TO THE PUBLIC Prohibition as to trading 37(1) No person or company shall trade in a security, either on his own account or on behalf of any other person or company, where the trade would be in the course of primary distribution to the public of the security, until there have been filed with the commission both a preliminary prospectus and a prospectus in respect of the offering of the security and receipts therefor obtained from the Director.
