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Canada — Quebec Act or statute

Canada — Quebec legislation

Securities Act, 1982

This section says the Act applies to specified forms of investment, and it defines an investment contract.

Source excerpt

access to public recordsaccountability for benefitsaccounting auditsadministrative conditionsadministrative designationadministrative examinationadministrative ordersadministrative penaltiesadministrative procedureadministrative reviewadministrative sanctionsadministrative tribunaladministrative tribunal applicationsadministrative tribunal powersadviser complianceaffidavit verificationaffiliateagreementsalternative trading systemsannual reportingappeal rightsappealsappeals/disciplineapplicable lawapplication processingasset restraintauthority costsauthority designationauthorization peremptionauthorizationsautomatic plansbenchmark administrationbenchmark compliancebenchmark regulationcivil actioncivil liabilitycivil litigationcivil procedureclass actionclass actionsclearingclient accountsclient information disclosureclient securities holdingscode of conductcommission sharingcompensation capcomplaints handlingcomplaints registercompliancecompliance officer dutiescompliance ordercompliance reviewconciliationconfidentialityconflict of interestconsultation mechanismcontingency fundcontingency fundscontinuing effect of prior actscontinuous disclosurecontractscontraventionscontrolcorporate controlcorporate control disclosurecost allocationcost recoverycostscourt applicationscourt authorizationcourt enforcementcourt filingcourt homologation of administrative decisionscourt procedurecourt proceedingscourt termscredit balancescredit rating organizationscredit ratingscriminal proceedingscross-jurisdiction recognitioncross-jurisdiction regulatory cooperationcross-jurisdictional authoritydamagesdamages calculationdamages claimdealer and adviser registrationdealer compliancedealer obligationsdealer or adviser notice requirementsdealer recordkeepingdealer registrationdealer representativesdebt enforcementdebt recoverydebt securitiesdebt securitydecision-makingdecision-making proceduresdefence to actiondefence to liabilitydefendant knowledgedefinitiondefinitionsdelegated authoritydelegationdelegation of authoritydelegation of powersdeposit handlingderivativesdirector liabilitydirector/officer disqualificationdirectorsdisclosuredisclosure compliancedisclosure obligationsdisclosure of informationdispute resolutiondistributiondistribution conditionsdistribution of disgorged amountsdistribution purchasesdocument accessdocument distributiondocument filingdocument forwardingdocument productiondocumentsdual employment restrictionseconomic interestsenforcementexchange registrationexchange tradingexemptionsexpert appointmentexpert reportsextra-provincial authorityextra-provincial securities lawsfeesfinancial disclosurefinancial instrumentsfinancial regulationfinancial servicesfinancial services supervisionfinancial-sector regulationfinesforward-looking informationfraudgood faith official actsgovernancegovernance practicesgovernance rulesgovernment agreementsgross faulthearing procedureinformation processinginformation requestsinformation sharinginformation/data reportinginjunctionsinsider disclosureinsider informationinsider reportinginsider tradinginsider transactionsinspection and investigation costsinspection authorizationinspection programsinspectionsinsurance regulationinternal controlsinvested sumsinvestigationsinvestigative ordersinvestment complianceinvestment contractsinvestment exemptionsinvestment fundinvestment fund managerinvestment fundsinvestment instrumentsinvestment regulationinvestor protectioninvestor remediesinvestorsissuerissuer bidissuer bidsissuer correspondenceissuer disclosureissuer liabilityissuer obligationsissuer securitiesissuer statusjudicial reviewjurisdictionlanguage requirementslaw enforcement cooperationlaw enforcement requestslegal actionlegal compliancelegislative procedurelegislative updateslimitations periodlisting representationslitigationlitigation procedurelitigation risklitigation timingloss compensationmail servicemarket conductmarket impactmarket infrastructuremarket manipulationmarket organizationmarket participantsmarket participationmaterial changematerial change disclosurematerial change reportmediationministerial advicemisrepresentationmisrepresentation claimsmisrepresentation damagesmisrepresentation defencemisrepresentation defensemonetary administrative penaltiesmutual fund dealersmutual fundsnoticenotice requirementsnotificationsoffencesoffering documentsoffering memorandumofficer liabilityorder amendment or revocationorder clarificationorder extensionsorderspatrimony governancepaymentpayment agreementspenal procedurepenaltiespenalty recoveryperiodic disclosurepersonal data sharingportfolio managementpreliminary prospectusprescription interruptionprescriptive periodspresumptions of receiptprice revisionprivacyprivacy exceptionprivileged informationprocedural fairnessproceedingsprofessional conductprofitsprohibited transactionsprohibitionsproof burdenprosecution timingprospectusprospectus complianceprospectus deliveryprospectus disclosureprospectus exemptionprospectus filingprospectus preparationprospectus receiptsprospectus substituteprospectusesproxy solicitationpublic disclosurepublic distributionspublic issuerspublic misrepresentationpublic recordspublic registerpublic statementspublic tradingpublicationpurchase and salereceipt applicationreceiptsrecognition requirementrecommendationrecord accessrecord keepingrecordkeepingrecovery certificateredemptionrefund undertakingsrefund withholdingregistrationregistration complianceregistration conditionsregistration surrenderregulation-makingregulatory administrationregulatory amendmentsregulatory authorityregulatory authority powersregulatory chargesregulatory complianceregulatory conditionsregulatory decision-makingregulatory decisionsregulatory decisions and ordersregulatory definitionregulatory delegationregulatory designationregulatory directionsregulatory discretionregulatory enforcementregulatory feesregulatory incorporation by referenceregulatory inspectionregulatory inspectionsregulatory interventionregulatory investigationsregulatory powersregulatory receiptregulatory recognitionregulatory reportingregulatory requirementsregulatory sanctionsregulatory scoperegulatory statusreimbursementreliance on extra-provincial decisionsrepayment obligationsreportingreporting issuerreporting issuer compliancereporting issuer statusreporting issuersrescissionrescission rightsreview of decisionsrights of actionrisk managementrulemakingsafe deposit boxsales representationsscholarship plan dealerssecuritiessecurities damagessecurities disclosuresecurities distributionsecurities enforcementsecurities lawsecurities litigationsecurities market oversightsecurities misrepresentationsecurities offerssecurities regulationsecurities representationssecurities settlementsecurities subscriptionsecurities tradingsecurities trading supervisionsecurities transactionssecurity transactionsself-regulatory organizationssettlementshare distributionshareholder remediesshareholder securitiesshort sellingstatementssubdelegationsubsidiarytake-over bidtake-over bid disclosuretake-over bidstestimonytime limits for actionstimely disclosuretrade notificationtradingtrading restrictionstransaction cessation orderstransaction liabilitytransactions in securitiestransfer of ownershiptribunal hearingstribunal orderstribunal powersvoting rightsworking capitalwritten undertakings
Jurisdiction
Canada — Quebec
Structure
646 provisions
Official identity
Year 1982
Dates
Enacted 1982 · Source version 10 Jun 2026
More statute details
Dates
Enacted 1982 · Source version 10 Jun 2026
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01

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“This section says the Act applies to specified forms of investment, and it defines an investment contract.”

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02

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    Enacted 1982 · Source version 10 Jun 2026. The date shown identifies this source expression and should not be treated as proof that no later change exists.

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Section 146

146. (Replaced). 1982, c. 48, s. 146; 1984, c. 41, s. 40; 2006, c. 50, s. 41.

Section 146

Section 179

Section 179 is marked as replaced.

Section 179

Section 207

A conspiracy to commit an offence under this Act is itself an offence.

Section 207

Section 225.25

An expert defendant in an action may defeat the action by proving the expert’s prior written consent was withdrawn in writing before the document was released or the public oral statement was made.

Section 225.25

04

Source and current-law status

Source record view

Source record from www.legisquebec.gouv.qc.ca · Enacted 1982 · Source version 10 Jun 2026

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Provisions 201–400

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Showing 200 of 646 provisions

Provision 152Repeal 26Offence 21Commencement
§ 146Section 146Provision

Source excerpt

146. (Replaced). 1982, c. 48, s. 146; 1984, c. 41, s. 40; 2006, c. 50, s. 41.

146. (Replaced). 1982, c. 48, s. 146; 1984, c. 41, s. 40; 2006, c. 50, s. 41.
Section 146Verify source
§ 147Section 147Provision

Source excerpt

Section 147 is marked as replaced.

147. (Replaced). 1982, c. 48, s. 147; 1984, c. 41, s. 40; 1992, c. 35, s. 8; 2002, c. 45, s. 696; 2004, c. 37, s. 90; 2006, c. 50, s. 41.
Section 147Verify source
§ 147.1Section 147.1Provision

Source excerpt

147.1. (Replaced). 1984, c. 41, s. 40; 2006, c. 50, s. 41.

147.1. (Replaced). 1984, c. 41, s. 40; 2006, c. 50, s. 41.
Section 147.1Verify source
§ 147.2Section 147.2Provision

Source excerpt

This section is marked as replaced.

147.2. (Replaced). 1984, c. 41, s. 40; 2006, c. 50, s. 41.
Section 147.2Verify source
§ 147.3Section 147.3Provision

Source excerpt

147.3. (Replaced). 1984, c. 41, s. 40; 2001, c. 38, s. 47; 2006, c. 50, s. 41.

147.3. (Replaced). 1984, c. 41, s. 40; 2001, c. 38, s. 47; 2006, c. 50, s. 41.
Section 147.3Verify source
§ 147.4Section 147.4Provision

Source excerpt

This section is marked as replaced.

147.4. (Replaced). 1984, c. 41, s. 40; 2001, c. 38, s. 48; 2006, c. 50, s. 41.
Section 147.4Verify source
§ 147.5Section 147.5Provision

Source excerpt

147.5. (Replaced). 1984, c. 41, s. 40; 1987, c. 40, s. 10; 2001, c. 38, s. 49; 2006, c. 50, s. 41.

147.5. (Replaced). 1984, c. 41, s. 40; 1987, c. 40, s. 10; 2001, c. 38, s. 49; 2006, c. 50, s. 41.
Section 147.5Verify source
§ 147.6Section 147.6Provision

Source excerpt

This section is marked as replaced.

147.6. (Replaced). 1984, c. 41, s. 40; 1987, c. 40, s. 11; 2001, c. 38, s. 50; 2006, c. 50, s. 41.
Section 147.6Verify source
§ 147.7Section 147.7Provision

Source excerpt

Section 147.7 is marked as replaced.

147.7. (Replaced). 1984, c. 41, s. 40; 2001, c. 38, s. 51; 2006, c. 50, s. 41.
Section 147.7Verify source
§ 147.8Section 147.8Provision

Source excerpt

147.8. (Replaced). 1984, c. 41, s. 40; 1987, c. 40, s. 12; 2001, c. 38, s. 52; 2006, c. 50, s. 41.

147.8. (Replaced). 1984, c. 41, s. 40; 1987, c. 40, s. 12; 2001, c. 38, s. 52; 2006, c. 50, s. 41.
Section 147.8Verify source
§ 147.9Section 147.9Provision

Source excerpt

This section is marked as replaced.

147.9. (Replaced). 1984, c. 41, s. 40; 1987, c. 40, s. 13; 2001, c. 38, s. 53; 2006, c. 50, s. 41.
Section 147.9Verify source
§ 147.10Section 147.10Provision

Source excerpt

147.10. (Replaced). 1984, c. 41, s. 40; 2002, c. 45, s. 696; 2004, c. 37, s. 90; 2006, c. 50, s. 41.

147.10. (Replaced). 1984, c. 41, s. 40; 2002, c. 45, s. 696; 2004, c. 37, s. 90; 2006, c. 50, s. 41.
Section 147.10Verify source
§ 147.11Section 147.11Provision

Source excerpt

This section is marked as replaced.

147.11. (Replaced). 1984, c. 41, s. 40; 1987, c. 40, s. 14; 1999, c. 40, s. 327; 2002, c. 45, s. 696; 2004, c. 37, s. 90; 2006, c. 50, s. 41.
Section 147.11Verify source
§ 147.12Section 147.12Provision

Source excerpt

This section is marked replaced.

147.12. (Replaced). 1984, c. 41, s. 40; 1987, c. 40, s. 15; 2006, c. 50, s. 41.
Section 147.12Verify source
§ 147.13Section 147.13Repeal

Source excerpt

Section 147.13 is repealed.

147.13. (Repealed). 1984, c. 41, s. 40; 1987, c. 40, s. 31.
Section 147.13Verify source
§ 147.14Section 147.14Provision

Source excerpt

147.14. (Replaced). 1984, c. 41, s. 40; 1987, c. 40, s. 31; 2006, c. 50, s. 41.

147.14. (Replaced). 1984, c. 41, s. 40; 1987, c. 40, s. 31; 2006, c. 50, s. 41.
Section 147.14Verify source
§ 147.15Section 147.15Provision

Source excerpt

This section is marked as replaced.

147.15. (Replaced). 1984, c. 41, s. 40; 1987, c. 40, s. 16; 2002, c. 45, s. 696; 2004, c. 37, s. 90; 2006, c. 50, s. 41.
Section 147.15Verify source
§ 147.16Section 147.16Provision

Source excerpt

This section is marked as replaced.

147.16. (Replaced). 1984, c. 41, s. 40; 1987, c. 40, s. 17; 2002, c. 45, s. 696; 2004, c. 37, s. 90; 2006, c. 50, s. 41.
Section 147.16Verify source
§ 147.17Section 147.17Repeal

Source excerpt

Section 147.17 is repealed.

147.17. (Repealed). 1984, c. 41, s. 40; 1987, c. 40, s. 31.
Section 147.17Verify source
§ 147.18Section 147.18Repeal

Source excerpt

Section 147.18 is repealed.

147.18. (Repealed). 1984, c. 41, s. 40; 1987, c. 40, s. 31.
Section 147.18Verify source
§ 147.19Section 147.19Provision

Source excerpt

This section is marked as replaced.

147.19. (Replaced). 1984, c. 41, s. 40; 2006, c. 50, s. 41.
Section 147.19Verify source
§ 147.20Section 147.20Provision

Source excerpt

This section is marked as replaced.

147.20. (Replaced). 1984, c. 41, s. 40; 1987, c. 40, s. 18; 1990, c. 77, s. 24; 2006, c. 50, s. 41.
Section 147.20Verify source
§ 147.21Section 147.21Provision

Source excerpt

This section is marked “Replaced.”

147.21. (Replaced). 1984, c. 41, s. 40; 2001, c. 38, s. 54; 2004, c. 37, s. 12; 2006, c. 50, s. 41.
Section 147.21Verify source
§ 147.22Section 147.22Provision

Source excerpt

This section is marked as replaced.

147.22. (Replaced). 1984, c. 41, s. 40; 2006, c. 50, s. 41.
Section 147.22Verify source
§ 147.23Section 147.23Provision

Source excerpt

This section is marked as replaced.

147.23. (Replaced). 1984, c. 41, s. 40; 2006, c. 50, s. 41.
Section 147.23Verify source
§ 148Section 148Provision

Source excerpt

A person may not act as a dealer, adviser, or investment fund manager unless registered as such.

148. No person may act as a dealer, adviser or investment fund manager unless the person is registered as such. 1982, c. 48, s. 148; 1998, c. 37, s. 533; 2002, c. 45, s. 696; O.C. 1366-2003, s. 14; 2004, c. 37, s. 90; 2009, c. 25, s. 13.
Section 148Verify source
§ 148.1Section 148.1Provision

Source excerpt

The Authority may require a candidate or class of candidates to carry on securities activities through a subsidiary.

148.1. The Authority may require that the securities activities of a candidate or class of candidates be pursued through a subsidiary. 2001, c. 38, s. 55; 2002, c. 45, s. 696; 2004, c. 37, s. 90; 2008, c. 24, s. 200.
Section 148.1Verify source
§ 148.2Section 148.2Provision

Source excerpt

The first paragraph of section 77 and the second paragraph of section 81 apply, with necessary modifications, to dealers registered as mutual fund dealers or scholarship plan dealers.

148.2. The first paragraph of section 77 and the second paragraph of section 81 of the Act respecting the distribution of financial products and services (chapter D-9.2) apply, with the necessary modifications, to dealers registered as mutual fund dealers or scholarship plan dealers. 2009, c. 25, s. 14.
Section 148.2Verify source
§ 148.3Section 148.3Provision

Source excerpt

A registered mutual fund dealer or scholarship plan dealer may receive deposits through its representative for a deposit institution or CDIC member bank, but the representative may not receive cash deposits.

148.3. Despite section 23 of the Deposit Institutions and Deposit Protection Act (chapter I-13.2.2), a dealer registered as a mutual fund dealer or scholarship plan dealer may receive deposits on behalf of a deposit institution authorized under that Act or a member bank of the Canada Deposit Insurance Corporation through the dealer’s representative. No cash deposit may be received by such a representative. All deposits so received must be deposited with the deposit institution or bank on whose behalf the dealer is acting. 2009, c. 25, s. 14; 2018, c. 23, s. 683.
Section 148.3Verify source
§ 149Section 149Provision

Source excerpt

149. A natural person may not act as a dealer or adviser for the account of a person subject to registration under section 148, unless the natural person is registered as a representative of that person. The chief compliance officer or

149. A natural person may not act as a dealer or adviser for the account of a person subject to registration under section 148, unless the natural person is registered as a representative of that person. The chief compliance officer or ultimate designated person of a person registered under section 148 must be registered as such. The chief compliance officer or ultimate designated person shall perform the functions prescribed by regulation. Subject to such remunerated business as may be carried on under a government regulation made under this Act, the representative of an investment dealer, within the meaning assigned by regulation, shall not concurrently act as a representative in a financial institution’s place of business in Québec and be employed by the financial institution, unless he is a representative specialized in mutual funds or scholarship plans. 1982, c. 48, s. 149; 1989, c. 48, s. 254; 2002, c. 45, s. 696; 2004, c. 37, s. 90; 2009, c. 25, s. 15.
Section 149Verify source
§ 149.1Section 149.1Provision

Source excerpt

A representative of a mutual fund dealer or scholarship plan dealer may distribute certain shares of a financial services cooperative if regulatory conditions are met.

149.1. A representative of a mutual fund dealer or a representative of a scholarship plan dealer may, on the conditions prescribed by regulation, distribute shares, other than qualifying shares, issued by a financial services cooperative governed by the Act respecting financial services cooperatives (chapter C-67.3) that are not exempted from the application of Titles II to VIII. 2009, c. 25, s. 16.
Section 149.1Verify source
§ 149.2Section 149.2Repeal

Source excerpt

Section 149.2 is repealed.

149.2. (Repealed). 2009, c. 25, s. 16; 2025, c. 16, s. 11.
Section 149.2Verify source
§ 150Section 150Provision

Source excerpt

Regulation must establish registration categories, candidate conditions, registration duration, and rules for registrants’ activities.

150. The categories of registration, the conditions to be met by candidates, the duration of registration and the rules governing the activities of registrants shall be established by regulation. 1982, c. 48, s. 150; 2001, c. 38, s. 56.
Section 150Verify source
§ 151Section 151Provision

Source excerpt

The Authority must register a candidate if regulatory conditions are met and, in its opinion, the candidate satisfies competence, integrity, solvency, and financial-resource requirements.

151. The Authority, after verifying that the candidate meets the conditions fixed by regulation, shall grant registration where, in its opinion, (1) the candidate or, in the case of a legal person, its officers and directors have the competence and integrity to ensure the protection of investors; (2) the candidate is solvent and, in the case of a legal person, has adequate financial resources to ensure the viability of his business. The Authority may impose any restriction or condition it determines on the registration of a candidate, including limiting its duration. 1982, c. 48, s. 151; 1984, c. 41, s. 41; 2002, c. 45, s. 696; 2004, c. 37, s. 90; 2006, c. 50, s. 42, s. 111.
Section 151Verify source
§ 151.0.1Section 151.0.1Offence

Source excerpt

The Authority may suspend, revoke, or place conditions on certain registrations when specified personal or compliance-related circumstances exist.

151.0.1. The Authority may revoke, suspend or impose restrictions or conditions on a registration if (1) the representative, chief compliance officer or ultimate designated person has made an assignment of property or been placed under a receiving order pursuant to the Bankruptcy and Insolvency Act (R.S.C. 1985, c. B-3); (2) the representative, chief compliance officer or ultimate designated person has been convicted by a court inside or outside Canada of an act or offence which, in the opinion of the Authority, is related to the activity of the representative, chief compliance officer or ultimate designated person; (3) the representative, chief compliance officer or ultimate designated person is under tutorship or under a protection mandate; (4) the registration or right to transact business has been revoked or suspended, or restrictions or conditions have been imposed on the registration or right to transact business, by a body in or outside Québec that is responsible for supervising and monitoring persons authorized to act as representatives, chief compliance officers or ultimate designated persons; or (5) the representative, chief compliance officer or ultimate designated person no longer complies with a condition for registration provided for in this Act or a regulation made under this Act. As well, the Authority may suspend the registration of a representative of a mutual fund dealer or a representative of a scholarship plan dealer if the representative fails to comply with the liability insurance requirements prescribed by regulation or the compulsory professional development requirements set out in the Act respecting the distribution of financial products and services (chapter D-9.2). 2009, c. 25, s. 17; 2020, c. 11, s. 221; 2024, c. 15, s. 109; 2025, c. 16, s. 12.
Section 151.0.1Verify source
§ 151.1Section 151.1Provision

Source excerpt

The Authority may inspect the affairs of a registered dealer or adviser to determine compliance with the Act, regulations, and policy statements.

151.1. The Authority has the power to make an inspection of the affairs of a registered dealer or adviser in order to ascertain the extent to which he complies with this Act, the regulations and the policy statements. 1990, c. 77, s. 25; 2002, c. 45, s. 696; 2004, c. 37, s. 90.
Section 151.1Verify source
§ 151.1.1Section 151.1.1Provision

Source excerpt

The Authority may inspect the affairs of certain investment funds, related service providers, and other regulated market participants, as well as contingency funds, to check compliance and delegated powers.

151.1.1. The Authority may inspect the affairs of an investment fund, a person acting as depositary, trustee or manager of such a fund or any other market participant determined by regulation to assess compliance with a provision of this Act or a regulation or check how any functions and powers delegated by the Authority are being exercised. In addition, the Authority may inspect the affairs of a contingency fund in which brokers are required to participate under section 168.1 in order to verify compliance with their obligations under this Act or a regulation made under this Act. Sections 151.2 to 151.4 apply to an inspection, with the necessary modifications. 2002, c. 45, s. 626; 2004, c. 37, s. 90; 2006, c. 50, s. 43; 2013, c. 18, s. 104.
Section 151.1.1Verify source
§ 151.2Section 151.2Provision

Source excerpt

On request, the inspector must justify his quality.

151.2. The inspector shall, on request, justify his quality. 1990, c. 77, s. 25.
Section 151.2Verify source
§ 151.3Section 151.3Provision

Source excerpt

The inspector may, while carrying out an inspection, enter a dealer’s or adviser’s establishment during normal business hours, copy relevant books and documents, and require information or production of relevant documents.

151.3. In carrying out his inspection, the inspector has the power (1) to enter the establishment of any dealer or adviser, during normal business hours; (2) to take a copy of the books, registers or other documents relating to the carrying on of the activity of dealer or adviser; (3) to require any information relating to the carrying on of the activity of dealer or adviser and the production of any relevant document. 1990, c. 77, s. 25.
Section 151.3Verify source
§ 151.4Section 151.4Provision

Source excerpt

The dealer or adviser must give the inspector access to all books, registers, or other documents relating to the carrying on of the activities.

151.4. The dealer or adviser shall give the inspector access to all books, registers or other documents relating to the carrying on of his activities. 1990, c. 77, s. 25.
Section 151.4Verify source
§ 151.5Section 151.5Provision

Source excerpt

The Authority may order a dealer, adviser, or investment fund manager to have an auditor conduct an audit or review and deliver it to the Authority.

151.5. The Authority may order a dealer, adviser or investment fund manager to direct an auditor, at the dealer’s, adviser’s or investment fund manager’s expense, to conduct any audit or review required by the Authority and deliver the audit or review to the Authority as soon as practicable. 2009, c. 25, s. 18.
Section 151.5Verify source
§ 152Section 152Provision

Source excerpt

The Tribunal may revoke or suspend registration rights, or restrict their exercise, if a registrant does not comply with the Act or regulations, or if it considers this to be in the public interest.

152. The Financial Markets Administrative Tribunal may revoke or suspend the rights granted by registration, or impose restrictions or conditions on their exercise where, in its opinion, a registrant fails to comply with this Act or regulations made thereunder or if it is in the public interest to do so. 1982, c. 48, s. 152; 2002, c. 45, s. 696; 2009, c. 25, s. 19; 2009, c. 58, s. 96; 2016, c. 7, s. 179.
Section 152Verify source
§ 152.0.1Section 152.0.1Offence

Source excerpt

The Authority may suspend or restrict registration rights, and may revoke them for a non-first offence, if the registrant does not meet specified registration conditions or filing obligations.

152.0.1. The Authority may suspend the rights granted by registration or impose restrictions or conditions on their exercise where the registrant, other than the representative, the chief compliance officer or the ultimate designated person, no longer complies with a condition for registration provided for in this Act or a regulation made under this Act, does not comply with the provisions of section 168.1.2 or 168.1.8, alters the activities that the registrant has declared and is authorized to carry on under the registration or fails to comply with an obligation to file documents as prescribed by regulation. The Authority may also, if the offence is not the first offence, revoke the rights granted by the registration if the registrant does not comply with those provisions. 2025, c. 16, s. 153.
Section 152.0.1Verify source
§ 152.1Section 152.1Offence

Source excerpt

The Authority must suspend, and in some cases may revoke, the registration of certain dealers if required liability insurance is not maintained.

152.1. Despite section 318, the Authority shall suspend or, if the offence is not a first offence, may revoke the registration of a mutual fund dealer or scholarship plan dealer if the dealer fails to maintain liability insurance as prescribed by regulation. The Authority may also suspend or, if the offence is not a first offence, revoke the registration of a mutual fund dealer or scholarship plan dealer if a representative of the dealer, other than an employee, fails to maintain liability insurance as prescribed by regulation. 2009, c. 25, s. 20.
Section 152.1Verify source
§ 153Section 153Provision

Source excerpt

153. A registrant wishing to cease carrying on business shall apply to the Authority to surrender his registration. The Authority may, on the conditions it determines, suspend the registration or impose conditions or restrictions on the

153. A registrant wishing to cease carrying on business shall apply to the Authority to surrender his registration. The Authority may, on the conditions it determines, suspend the registration or impose conditions or restrictions on the registration during examination of the application for surrender. The Authority may impose such conditions as it may determine on the surrender, and shall accept it where, in its opinion, the interests of clients and investors are sufficiently protected. The Authority remains competent in respect of any acts prior to the surrender. 1982, c. 48, s. 153; 1984, c. 41, s. 42; 1990, c. 77, s. 26; 2002, c. 45, s. 696; 2004, c. 37, s. 90; 2006, c. 50, s. 44.
Section 153Verify source
§ 154Section 154Repeal

Source excerpt

Section 154 is repealed.

154. (Repealed). 1982, c. 48, s. 154; 1984, c. 41, s. 43; 1987, c. 95, s. 402; 1988, c. 64, s. 562, s. 587; 1990, c. 77, s. 27; 1999, c. 40, s. 327; 2000, c. 29, s. 677; 2002, c. 45, s. 627; 2006, c. 50, s. 45.
Section 154Verify source
§ 155Section 155Repeal

Source excerpt

Section 155 is repealed.

155. (Repealed). 1982, c. 48, s. 155; 2006, c. 50, s. 45.
Section 155Verify source
§ 155.1Section 155.1Repeal

Source excerpt

Section 155.1 is repealed.

155.1. (Repealed). 1984, c. 41, s. 44; 1992, c. 35, s. 9; 2001, c. 38, s. 57; 2004, c. 37, s. 13.
Section 155.1Verify source
§ 156Section 156Repeal

Source excerpt

Section 156 is repealed.

156. (Repealed). 1982, c. 48, s. 156; 1987, c. 40, s. 19; 1987, c. 95, s. 402; 1988, c. 64, s. 563, s. 587; 1999, c. 40, s. 327; 2000, c. 29, s. 678; 2002, c. 45, s. 628; 2004, c. 37, s. 13.
Section 156Verify source
§ 156.1Section 156.1Repeal

Source excerpt

156.1. (Repealed). 1987, c. 40, s. 20; 1999, c. 40, s. 327; 2004, c. 37, s. 13.

156.1. (Repealed). 1987, c. 40, s. 20; 1999, c. 40, s. 327; 2004, c. 37, s. 13.
Section 156.1Verify source
§ 157Section 157Repeal

Source excerpt

Section 157 is repealed.

157. (Repealed). 1982, c. 48, s. 157; 1990, c. 77, s. 28; 2004, c. 37, s. 13.
Section 157Verify source
§ 158Section 158Provision

Source excerpt

Dealers, advisers, and investment fund managers must keep the books, records, and other documents required by regulation.

158. Every dealer, adviser or investment fund manager shall keep the books, records and other documents required by regulation. 1982, c. 48, s. 158; 2001, c. 38, s. 59; 2002, c. 45, s. 696; 2004, c. 37, s. 90; 2009, c. 25, s. 21.
Section 158Verify source
§ 159Section 159Provision

Source excerpt

The registrant must notify the Authority of changes to registration information within the cases and time set by regulation.

159. In the cases and within the time determined by regulation, the registrant shall notify the Authority of any change in the information furnished at the time of registration. In the cases determined by regulation, a change may be made only if the Authority agrees, or does not object, within the time and in the form prescribed by regulation. If the Authority objects, it may prescribe what is to be done. 1982, c. 48, s. 159; 2002, c. 45, s. 696; 2004, c. 37, s. 14; 2009, c. 25, s. 22.
Section 159Verify source
§ 159.0.1Section 159.0.1Provision

Source excerpt

The Authority may make regulations that identify which natural persons must disclose prescribed information and documents to the Authority for dealers, advisers, or investment fund managers.

159.0.1. The Authority may determine by regulation, in the case of a dealer, adviser or investment fund manager, which natural persons must disclose the information and documents prescribed by regulation to the Authority. 2009, c. 25, s. 23.
Section 159.0.1Verify source
§ 159.1Section 159.1Provision

Source excerpt

An investment fund manager must provide any disclosure required of an investment fund under this Act or the regulations.

159.1. An investment fund manager shall provide any disclosure required of an investment fund under this Act or the regulations. 2009, c. 25, s. 25.
Section 159.1Verify source
§ 159.2Section 159.2Provision

Source excerpt

An investment fund manager must, when exercising its functions, follow the obligations in its constituting document, by-laws, and the law, and stay within the powers given to it.

159.2. An investment fund manager shall, in the exercise of its functions, comply with the obligations set out in its constituting document, its by-laws and the law, and act within the limits of the powers conferred on it. 2009, c. 25, s. 25.
Section 159.2Verify source
§ 159.3Section 159.3Provision

Source excerpt

An investment fund manager must act with prudence, diligence, skill, loyalty, honesty, and good faith, in the best interests of the fund and its beneficiaries or to fulfill its purpose.

159.3. An investment fund manager shall, in the best interests of the fund and its beneficiaries or in the interest of the fulfilment of its purpose, exercise prudence, diligence and skill, and discharge its functions loyally, honestly and in good faith. 2009, c. 25, s. 25.
Section 159.3Verify source
§ 160Section 160Provision

Source excerpt

Registered dealers, advisers, and representatives must deal fairly, honestly, loyally, and in good faith with their clients.

160. All persons registered as dealers, advisers or representatives are required to deal fairly, honestly, loyally and in good faith with their clients. 1982, c. 48, s. 160; 2001, c. 38, s. 60; 2009, c. 25, s. 26.
Section 160Verify source
§ 160.1Section 160.1Provision

Source excerpt

Registered dealers, advisers, and representatives must act with the care expected of a knowledgeable professional when dealing with clients and carrying out client mandates.

160.1. In their dealings with clients and in the execution of the mandates entrusted to them by their clients, all persons registered as dealers, advisers or representatives are required to act with all the care that may be expected of a knowledgeable professional acting in the same circumstances. 2001, c. 38, s. 61; 2009, c. 25, s. 27.
Section 160.1Verify source
§ 160.1.1Section 160.1.1Provision

Source excerpt

160.1.1. A dealer registered as a mutual fund dealer or scholarship plan dealer may share a commission the dealer receives only with another dealer or adviser governed by this Act, a firm, an independent representative or independent

160.1.1. A dealer registered as a mutual fund dealer or scholarship plan dealer may share a commission the dealer receives only with another dealer or adviser governed by this Act, a firm, an independent representative or independent partnership governed by the Act respecting the distribution of financial products and services (chapter D-9.2), a broker’s or agency licence holder governed by the Real Estate Brokerage Act (chapter C-73.2), a dealer or adviser governed by the Derivatives Act (chapter I-14.01), a deposit institution authorized under the Deposit Institutions and Deposit Protection Act (chapter I-13.2.2), a bank, an authorized foreign bank, a trust company authorized under the Trust Companies and Savings Companies Act (chapter S‐29.02), an insurer authorized under the Insurers Act (chapter A-32.1) or a federation within the meaning of the Act respecting financial services cooperatives (chapter C-67.3). The commission is to be shared in the manner determined by regulation of the Authority. The dealer shall enter every sharing of a commission in a register, in accordance with the regulations. 2018, c. 23, s. 684.
Section 160.1.1Verify source
§ 160.2Section 160.2Repeal

Source excerpt

Section 160.2 is repealed.

160.2. (Repealed). 2004, c. 37, s. 15; 2025, c. 16, s. 173.
Section 160.2Verify source
§ 160.3Section 160.3Repeal

Source excerpt

Section 160.3 is repealed.

160.3. (Repealed). 2004, c. 37, s. 15; 2009, c. 25, s. 29.
Section 160.3Verify source
§ 161Section 161Repeal

Source excerpt

Section 161 is repealed.

161. (Repealed). 1982, c. 48, s. 161; 2009, c. 25, s. 29.
Section 161Verify source
§ 162Section 162Repeal

Source excerpt

Section 162 is repealed.

162. (Repealed). 1982, c. 48, s. 162; 2009, c. 25, s. 29.
Section 162Verify source
§ 163Section 163Repeal

Source excerpt

Section 163 is repealed.

163. (Repealed). 1982, c. 48, s. 163; 2009, c. 25, s. 29.
Section 163Verify source
§ 163.1Section 163.1Repeal

Source excerpt

Section 163.1 is repealed.

163.1. (Repealed). 1990, c. 77, s. 29; 2006, c. 50, s. 46; 2009, c. 25, s. 29.
Section 163.1Verify source
§ 164Section 164Provision

Source excerpt

A dealer must not vote securities registered in the dealer’s name but not owned by the dealer, and must follow the owner’s written instructions about voting or giving a proxy.

164. No dealer may vote for his own account securities registered in his name but not owned by him. A dealer shall carry out the written instructions of the owner as to the voting of securities or as to the giving of a proxy to vote. 1982, c. 48, s. 164.
Section 164Verify source
§ 165Section 165Provision

Source excerpt

A dealer or other person holding a reporting issuer’s securities for clients must forward received documents to the owner. The document author must, on request, promptly provide the copies the dealer needs, at the author’s expense.

165. A dealer or any other person holding the securities of a reporting issuer on behalf of clients shall forward to the owner of the securities all the documents received concerning the securities at the expense of the person designated, at the rate fixed, in the circumstances and according to the other conditions prescribed by regulation. On request, the author of the documents shall without delay and at his own expense send the number of copies required by the dealer to discharge his obligation. 1982, c. 48, s. 165; 2001, c. 38, s. 62.
Section 165Verify source
§ 165.1Section 165.1Provision

Source excerpt

A dealer or other person holding a reporting issuer’s securities for clients must give the issuer the clients’ names and addresses, the number of securities each client holds, and each client’s preferred correspondence language when the issuer requests it, unless a client has written instructions against disclosure.

165.1. A dealer or any other person holding the securities of a reporting issuer on behalf of clients is required to provide the issuer with a list of the names and addresses of those clients, where the issuer so requests in order to discharge its obligation to send documents to those clients, and to specify the number of securities held by each client and the preferred language of correspondence, except where a client has given written instructions that such information is not to be disclosed to the issuer. 2001, c. 38, s. 63.
Section 165.1Verify source
§ 166Section 166Provision

Source excerpt

A registrant must make the prescribed statements about existing and reasonably expected conflicts of interest with clients.

166. A registrant must make the statements prescribed by regulation concerning existing conflicts of interest and conflicts of interest the registrant, acting reasonably, would expect to arise between the registrant and the registrant’s clients. 1982, c. 48, s. 166; 2006, c. 50, s. 47, s. 111; 2009, c. 25, s. 30; 2009, c. 58, s. 97.
Section 166Verify source
§ 167Section 167Repeal

Source excerpt

Section 167 is repealed.

167. (Repealed). 1982, c. 48, s. 167; 2008, c. 24, s. 201.
Section 167Verify source
§ 168Section 168Provision

Source excerpt

A dealer may not use client credit balances that are not given in guarantee, except to finance working capital under prescribed regulatory conditions.

168. Credit balances appearing in the accounts of clients and not given in guarantee are funds payable on demand; in no case may a dealer use them except to finance his working capital on the conditions prescribed by regulation. 1982, c. 48, s. 168.
Section 168Verify source
§ 168.1Section 168.1Provision

Source excerpt

A dealer must participate in a contingency fund in the cases and conditions set by regulation.

168.1. A dealer shall participate in a contingency fund in the cases and on the conditions determined by regulation. The Government may, by order, exempt any contingency fund approved by the Authority for this purpose from the application of the Insurers Act (chapter A‐32.1). 1990, c. 77, s. 30; 2002, c. 45, s. 696; 2004, c. 37, s. 90; 2018, c. 23, s. 811.
Section 168.1Verify source
§ 168.1.1Section 168.1.1Provision

Source excerpt

Dealers and advisers must handle complaints fairly, follow a complaints policy, keep a complaints register, and adopt their own policy unless one is fully set out in regulation.

168.1.1. All dealers and advisers must process the complaints filed with them in a fair manner. To that end, they must (1) follow a policy for processing complaints filed by their clients and resolving disputes with them; and (2) keep a complaints register. Unless such a policy is fully set out in a regulation made under paragraph 27.0.4 of section 331.1, dealers and advisers must adopt one themselves. 2002, c. 45, s. 630; 2009, c. 25, s. 31; 2018, c. 23, s. 685.
Section 168.1.1Verify source
§ 168.1.2Section 168.1.2Provision

Source excerpt

The policy must define what counts as a complaint, require a record for each complaint, and dealers and advisers must publish a summary of the policy on their website if they have one and otherwise share it appropriately with the clientele.

168.1.2. The complaint processing and dispute resolution policy adopted under subparagraph 1 of the first paragraph of section 168.1.1 must, in particular, (1) set out the characteristics that make a communication to a dealer or adviser a complaint that must be registered in the complaints register kept under subparagraph 2 of the first paragraph of section 168.1.1; and (2) provide for a record to be opened for each complaint and prescribe rules for keeping such records. Dealers and advisers must make a summary of the policy, including the elements specified in subparagraphs 1 and 2 of the first paragraph, publicly available on their website, if they have one, and disseminate it by any appropriate means to reach the clientele concerned. 2002, c. 45, s. 630; 2004, c. 37, s. 90; 2008, c. 7, s. 145; 2009, c. 25, s. 32; 2018, c. 23, s. 685.
Section 168.1.2Verify source
§ 168.1.3Section 168.1.3Provision

Source excerpt

A dealer or adviser must send the complainant a notice within 10 days after a complaint is registered.

168.1.3. Within 10 days after a complaint is registered in the complaints register, the dealer or adviser must send the complainant a notice stating the complaint registration date and the complainant’s right, under section 168.1.4, to have the complaint record examined. 2002, c. 45, s. 630; 2004, c. 37, s. 16; 2008, c. 7, s. 146; 2009, c. 25, s. 32; 2018, c. 23, s. 685.
Section 168.1.3Verify source
§ 168.1.4Section 168.1.4Provision

Source excerpt

If a complainant’s complaint is registered and they are dissatisfied with how it was handled or with the outcome, they may ask for the complaint record to be examined by the Authority.

168.1.4. A complainant whose complaint has been registered in the complaints register may, if dissatisfied with the dealer’s or adviser’s processing of the complaint or the outcome, request the dealer or adviser to have the complaint record examined by the Authority. The dealer or adviser is required to comply with the complainant’s request and send the record to the Authority. 2002, c. 45, s. 630; 2004, c. 37, s. 90; 2009, c. 25, s. 32; 2018, c. 23, s. 685.
Section 168.1.4Verify source
§ 168.1.5Section 168.1.5Provision

Source excerpt

The Authority must examine complaint records sent to it.

168.1.5. The Authority shall examine the complaint records that are sent to it. It may, with the parties’ consent, act as conciliator or mediator or designate a person to act as such. Conciliation or mediation may not, alone or in combination, continue for more than 60 days after the date of the first conciliation or mediation session, as the case may be, unless the parties consent to it. Conciliation and mediation are free of charge. 2002, c. 45, s. 630; 2018, c. 23, s. 685.
Section 168.1.5Verify source
§ 168.1.6Section 168.1.6Provision

Source excerpt

Statements made in conciliation or mediation are generally inadmissible in evidence, and conciliators or mediators cannot be compelled to disclose mediation-related information or documents.

168.1.6. Unless the parties agree otherwise, nothing that is said or written in the course of a conciliation or mediation session may be admitted into evidence before a court of justice or before a person or body of the administrative branch exercising adjudicative functions. A conciliator or mediator may not be compelled to disclose anything revealed or learned in the exercise of conciliation or mediation functions or to produce a document prepared or obtained in the course of such functions before a court of justice or before a person or body of the administrative branch exercising adjudicative functions. Despite section 9 of the Act respecting Access to documents held by public bodies and the Protection of personal information (chapter A-2.1), no one has a right of access to a document contained in the conciliation or mediation record. 2018, c. 23, s. 685.
Section 168.1.6Verify source
§ 168.1.7Section 168.1.7Provision

Source excerpt

The Authority may not communicate a complaint record unless the dealer or adviser that sent it authorizes disclosure.

168.1.7. Despite sections 9 and 83 of the Act respecting Access to documents held by public bodies and the Protection of personal information (chapter A-2.1), the Authority may not communicate a complaint record without the authorization of the dealer or adviser that has sent it. 2018, c. 23, s. 685.
Section 168.1.7Verify source
§ 168.1.8Section 168.1.8Provision

Source excerpt

Dealers and advisers must send the Authority a report on their complaint processing and dispute resolution policy, including complaint counts and nature, on the date the Authority sets.

168.1.8. On the date set by the Authority, dealers and advisers shall send it a report on the complaint processing and dispute resolution policy adopted pursuant to subparagraph 1 of the first paragraph of section 168.1.1 stating the number of complaints they have registered in the complaints register and their nature. The report must cover the period determined by the Authority. 2018, c. 23, s. 685.
Section 168.1.8Verify source
§ 168.2Section 168.2Repeal

Source excerpt

Section 168.2 is repealed.

168.2. (Repealed). 2001, c. 38, s. 64; 2006, c. 50, s. 48.
Section 168.2Verify source
§ 168.3Section 168.3Repeal

Source excerpt

Section 168.3 is repealed.

168.3. (Repealed). 2001, c. 38, s. 64; 2006, c. 50, s. 48.
Section 168.3Verify source
§ 168.4Section 168.4Repeal

Source excerpt

This section is repealed.

168.4. (Repealed). 2001, c. 38, s. 64; 2006, c. 50, s. 48.
Section 168.4Verify source
§ 169Section 169Provision

Source excerpt

Certain market infrastructure entities may not carry on securities activities in Québec unless they are recognized by the Authority.

169. No exchange, clearing house, central securities depositary, settlement system, information processor, trading platform, matching service utility or regulation services provider may carry on securities activities in Québec unless it is recognized by the Authority. 1982, c. 48, s. 169; 2002, c. 45, s. 631; 2004, c. 37, s. 90; 2006, c. 50, s. 50; 2008, c. 24, s. 202; 2013, c. 18, s. 105; 2025, c. 16, s. 155.
Section 169Verify source
§ 169.1Section 169.1Provision

Source excerpt

An applicant must file a recognition-related application with the documents and information required by the Authority.

169.1. An application for recognition or for the modification of a recognition decision must be filed with the documents and information required by the Authority. The Authority shall publish a notice of the application in its Bulletin and invite interested persons to make representations in writing. The second paragraph does not apply to an application for the modification of a recognition decision that does not significantly alter the activities carried on by the applicant. 2008, c. 24, s. 203; 2013, c. 18, s. 106.
Section 169.1Verify source
§ 170Section 170Provision

Source excerpt

The Authority may recognize certain persons and may require recognition as a self-regulatory organization; recognized exchanges, clearing houses, central securities depositaries, or settlement systems may set conduct rules in their governing documents despite section 60.

170. The Authority may recognize a person referred to in section 169 on the conditions it determines. The Authority may also require that the person be recognized as a self-regulatory organization under Title III of the Act respecting the regulation of the financial sector (chapter E-6.1) in order to carry on the person’s activities. The organization referred to in the second paragraph shall also be subject to the provisions of this Act which are applicable to a self-regulatory organization. Despite section 60 of the Act respecting the regulation of the financial sector, a person recognized as an exchange, a clearing house, a central securities depositary or a settlement system may include provisions governing the business or professional conduct of its members or participants and their representatives in its constituting documents, by-laws or operating rules. 1982, c. 48, s. 170; 2001, c. 38, s. 65; 2002, c. 45, s. 631; 2004, c. 37, s. 90; 2006, c. 50, s. 51; 2008, c. 24, s. 204; 2013, c. 18, s. 107; 2018, c. 23, s. 811.
Section 170Verify source
§ 170.1Section 170.1Provision

Source excerpt

Section 170.1 is marked “Replaced.”

170.1. (Replaced). 1990, c. 77, s. 31; 2002, c. 45, s. 631.
Section 170.1Verify source
§ 170.2Section 170.2Provision

Source excerpt

Section 170.2 is marked as replaced.

170.2. (Replaced). 2001, c. 38, s. 66; 2002, c. 45, s. 631.
Section 170.2Verify source
§ 171Section 171Provision

Source excerpt

The Authority may recognize an alternative trading system as an exchange or register it as a dealer.

171. The Authority may recognize an alternative trading system as an exchange or register it as a dealer. 1982, c. 48, s. 171; 2002, c. 45, s. 631; 2004, c. 37, s. 90; 2006, c. 50, s. 52; 2008, c. 24, s. 205.
Section 171Verify source
§ 171.1Section 171.1Provision

Source excerpt

Several sections of the Act respecting the regulation of the financial sector apply, with necessary modifications, to exchanges, recognized clearing houses, central securities depositaries, and recognized settlement systems; a different set of sections applies to information processors and matching service utilities.

171.1. Sections 70 to 71, 74 to 79, 81 to 84 and 86 to 91 of the Act respecting the regulation of the financial sector (chapter E-6.1) apply, with the necessary modifications, to an exchange, a recognized clearing house, a central securities depositary and a recognized settlement system. Sections 78 to 80, 87 and 89 of the Act respecting the regulation of the financial sector apply to information processors and matching service utilities. 2004, c. 37, s. 17; 2006, c. 50, s. 53; 2008, c. 24, s. 206; 2013, c. 18, s. 108; 2018, c. 23, s. 811; 2025, c. 16, s. 13.
Section 171.1Verify source
§ 171.1.1Section 171.1.1Provision

Source excerpt

This section is marked as replaced.

171.1.1. (Replaced). 2006, c. 50, s. 54; 2008, c. 24, s. 207; 2013, c. 18, s. 109. See section 171.2.
Section 171.1.1Verify source
§ 171.2Section 171.2Provision

Source excerpt

The Authority may make regulations for persons in section 169 or 171, including rules about review or approval of their operating rules and about ownership or control restrictions.

171.2. The Authority may, by regulation, establish the rules applicable to persons referred to in section 169 or 171, including rules concerning review or approval of their operating rules or restrictions relating to ownership of or control over such persons. 2006, c. 50, s. 54; 2008, c. 24, s. 207; 2013, c. 18, s. 109.
Section 171.2Verify source
§ 172Section 172Provision

Source excerpt

The Financial Markets Administrative Tribunal may prescribe a course of action to a person recognized under section 169 if it considers that necessary for the person’s proper operation or for public protection.

172. The Financial Markets Administrative Tribunal may prescribe a course of action to a person recognized under section 169 where it considers it necessary for the proper operation of the person or for public protection. 1982, c. 48, s. 172; 2002, c. 45, s. 631; O.C. 1366-2003, s. 7; 2006, c. 50, s. 55; 2008, c. 24, s. 208; 2009, c. 58, s. 99; 2016, c. 7, s. 179.
Section 172Verify source
§ 173Section 173Provision

Source excerpt

Section 173 is marked as replaced.

173. (Replaced). 1982, c. 48, s. 173; 2002, c. 45, s. 631.
Section 173Verify source
§ 174Section 174Provision

Source excerpt

Section 174 is marked as replaced.

174. (Replaced). 1982, c. 48, s. 174; 2002, c. 45, s. 631.
Section 174Verify source
§ 175Section 175Provision

Source excerpt

Section 175 is marked as replaced.

175. (Replaced). 1982, c. 48, s. 175; 2002, c. 45, s. 631.
Section 175Verify source
§ 176Section 176Provision

Source excerpt

Section 176 is marked as replaced.

176. (Replaced). 1982, c. 48, s. 176; 2002, c. 45, s. 631.
Section 176Verify source
§ 177Section 177Provision

Source excerpt

This section is marked “Replaced.”

177. (Replaced). 1982, c. 48, s. 177; 2002, c. 45, s. 631.
Section 177Verify source
§ 178Section 178Provision

Source excerpt

Section 178 is marked as replaced.

178. (Replaced). 1982, c. 48, s. 178; 2002, c. 45, s. 631.
Section 178Verify source
§ 179Section 179Provision

Source excerpt

Section 179 is marked as replaced.

179. (Replaced). 1982, c. 48, s. 179; 2002, c. 45, s. 631.
Section 179Verify source
§ 180Section 180Provision

Source excerpt

Section 180 is marked “Replaced.”

180. (Replaced). 1982, c. 48, s. 180; 2002, c. 45, s. 631.
Section 180Verify source
§ 180.1Section 180.1Provision

Source excerpt

Section 180.1 is marked as replaced.

180.1. (Replaced). 1990, c. 77, s. 32; 2002, c. 45, s. 631.
Section 180.1Verify source
§ 180.2Section 180.2Provision

Source excerpt

Section 180.2 is marked “Replaced.”

180.2. (Replaced). 1990, c. 77, s. 32; 2002, c. 45, s. 631.
Section 180.2Verify source
§ 180.3Section 180.3Provision

Source excerpt

180.3. (Replaced). 1990, c. 77, s. 32; 2002, c. 45, s. 631.

180.3. (Replaced). 1990, c. 77, s. 32; 2002, c. 45, s. 631.
Section 180.3Verify source
§ 180.4Section 180.4Provision

Source excerpt

180.4. (Replaced). 1990, c. 77, s. 32; 2002, c. 45, s. 631.

180.4. (Replaced). 1990, c. 77, s. 32; 2002, c. 45, s. 631.
Section 180.4Verify source
§ 181Section 181Provision

Source excerpt

Section 181 is marked as replaced.

181. (Replaced). 1982, c. 48, s. 181; 2002, c. 45, s. 631.
Section 181Verify source
§ 182Section 182Provision

Source excerpt

Section 182 is marked as replaced.

182. (Replaced). 1982, c. 48, s. 182; 2002, c. 45, s. 631.
Section 182Verify source
§ 182.1Section 182.1Provision

Source excerpt

This section is marked as replaced.

182.1. (Replaced). 1992, c. 35, s. 10; 2002, c. 45, s. 631.
Section 182.1Verify source
§ 183Section 183Provision

Source excerpt

Section 183 is marked as replaced.

183. (Replaced). 1982, c. 48, s. 183; 2002, c. 45, s. 631.
Section 183Verify source
§ 184Section 184Provision

Source excerpt

Section 184 is marked as replaced.

184. (Replaced). 1982, c. 48, s. 184; 2002, c. 45, s. 631.
Section 184Verify source
§ 185Section 185Provision

Source excerpt

Section 185 is marked as replaced.

185. (Replaced). 1982, c. 48, s. 185; 2002, c. 45, s. 631.
Section 185Verify source
§ 186Section 186Provision

Source excerpt

This section is marked as replaced.

186. (Replaced). 1982, c. 48, s. 186; 2002, c. 45, s. 631.
Section 186Verify source
§ 186.1Section 186.1Provision

Source excerpt

The Authority may designate a credit rating organization as subject to the Act if the regulatory criteria and conditions are met.

186.1. The Authority may, in accordance with the criteria and conditions determined by regulation, designate a credit rating organization as being subject to this Act. 2009, c. 58, s. 100; 2018, c. 23, ss. 687 and 811; 2021, c. 15, s. 103.
Section 186.1Verify source
§ 186.2Section 186.2Provision

Source excerpt

A designated credit rating organization must comply with regulatory requirements.

186.2. A designated credit rating organization must comply with the requirements set by regulation, including requirements relating to (1) the establishment, publication and enforcement of a code of conduct applicable to its directors, officers and employees, including the minimum requirements for such a code; (2) a prohibition to issue or maintain a credit rating; (3) procedures regarding conflicts of interest between the designated credit rating organization and the person whose securities are being rated; (4) the keeping of the books and registers necessary for the conduct of its business; (5) the disclosure of information to the Authority, the public and the person whose securities are being rated; and (6) the appointment of a compliance officer. 2009, c. 58, s. 100.
Section 186.2Verify source
§ 186.2.0.1Section 186.2.0.1Provision

Source excerpt

The Authority may designate a benchmark and its administrator under regulation-based criteria, and may also prescribe requirements by regulation for people who provide information or data used to establish a designated benchmark.

186.2.0.1. The Authority may, in accordance with the criteria and conditions determined by regulation, designate a benchmark and the administrator of that benchmark as being subject to this Act. In addition, it may, by regulation, prescribe requirements in respect of a person who provides information or data applied to establish a designated benchmark. Where the Authority’s decision concerns the designation of a benchmark, section 318 applies to the administrator of that benchmark. 2021, c. 15, s. 104.
Section 186.2.0.1Verify source
§ 186.2.1Section 186.2.1Provision

Source excerpt

A designated benchmark administrator must comply with regulation-made requirements.

186.2.1. A designated benchmark administrator must comply with the requirements set by regulation, including requirements relating to (1) governance, internal controls and conflict of interest management; (2) the establishment, publication and enforcement of a code of conduct for contributors as well as the minimum requirements of such a code; (3) the integrity and reliability of the designated benchmarks that the administrator administers; (4) any restriction or prohibition relating to the provision and administration of a designated benchmark; (5) the keeping of the books and registers necessary for the conduct of its business; (6) the disclosure of information to the Authority, the public or the users of a designated benchmark that the administrator administers; (7) the methods used to establish the designated benchmarks that the administrator administers; and (8) the control framework for its activities, in particular operational risk management, business continuity and disaster recovery. 2018, c. 23, s. 688; 2021, c. 15, s. 105.
Section 186.2.1Verify source
§ 186.3Section 186.3Provision

Source excerpt

The Authority may inspect the affairs of designated credit rating organizations and designated benchmark administrators to check compliance with the law.

186.3. The Authority has the power to inspect the affairs of a designated credit rating organization and the affairs of a designated benchmark administrator to verify compliance with the law. Sections 151.2 to 151.4 apply, with the necessary modifications, to such an inspection. 2009, c. 58, s. 100; 2018, c. 23, s. 689; 2021, c. 15, s. 105.
Section 186.3Verify source
§ 186.4Section 186.4Provision

Source excerpt

Specified organizations and their agents must not say the Authority has approved their merits.

186.4. A designated credit rating organization, a designated benchmark administrator or another person acting on their behalf may not make any representation, written or oral, that the Authority has in any way passed upon the merits of the designated credit rating organization or the designated benchmark administrator. 2009, c. 58, s. 100; 2018, c. 23, s. 690; 2021, c. 15, s. 105.
Section 186.4Verify source
§ 186.5Section 186.5Provision

Source excerpt

The Authority may not regulate the content of a credit rating or the methodology used by a designated credit rating organization.

186.5. The Authority may not regulate the content of a credit rating or the methodology used by a designated credit rating organization. 2009, c. 58, s. 100.
Section 186.5Verify source
§ 186.6Section 186.6Provision

Source excerpt

The Authority may change the practices and procedures of a designated credit rating organization or designated benchmark administrator if it considers the change necessary to protect the public.

186.6. The Authority may impose changes in the practices and procedures of a designated credit rating organization or of a designated benchmark administrator if it considers that such a measure is necessary to protect the public. 2009, c. 58, s. 100; 2018, c. 23, s. 691; 2021, c. 15, s. 105.
Section 186.6Verify source
§ 187Section 187Provision

Source excerpt

An insider with privileged information must not trade the issuer’s securities or change a related financial interest, unless a stated exception applies.

187. No insider of a reporting issuer having privileged information relating to securities of the issuer may trade in such securities or change an economic interest in a related financial instrument, except if he can prove that: (1) he is justified in believing that the information is generally known or known to the other party; (2) he is availing himself of an automatic dividend reinvestment plan, automatic subscription plan or any other automatic plan established by a reporting issuer, according to conditions set down in writing, before he learned the information; or (3) he is required to do so under a contract the terms of which are set out in writing and which was entered into before he became aware of the information. In the case described in subparagraph 1 of the first paragraph, the insider may not trade in the securities if the other party to the transaction is the reporting issuer and the transaction is not necessary in the course of the issuer’s business. 1982, c. 48, s. 187; 1984, c. 41, s. 45; 1987, c. 40, s. 21; 1990, c. 77, s. 33; 2009, c. 25, s. 33; 2006, c. 50, s. 56; 2011, c. 26, s. 72.
Section 187Verify source
§ 188Section 188Provision

Source excerpt

An insider of a reporting issuer with privileged information must not disclose it or recommend trading in the issuer’s securities, except in the stated cases.

188. No insider of a reporting issuer having privileged information relating to securities of the issuer may disclose that information or recommend that another party trade in the securities of the issuer, except in the following cases: (1) he is justified in believing that the information is generally known or known to the other party; (2) he must disclose the information in the course of business, having no ground to believe it will be used or disclosed contrary to section 187, 189 or 189.1 or to this section. 1982, c. 48, s. 188; 1984, c. 41, s. 46; 2009, c. 58, s. 101.
Section 188Verify source
§ 189Section 189Provision

Source excerpt

The prohibitions in sections 187 and 188 also apply to several additional categories of persons.

189. The prohibitions set out in sections 187 and 188 also apply to the following persons: (1) the officers and directors referred to in Chapter IV of Title III; (2) affiliates of the reporting issuer; (3) an investment fund manager or a person responsible for providing financial advice to an investment fund or for investing its shares or units and every person who is an insider of the investment fund manager or of that person; (4) every person who has acquired privileged information in the course of his relations with or of working for the reporting issuer, as a result of that person’s functions or of his engaging in business or professional activities; (5) every person having privileged information that, to his knowledge, was disclosed by an insider or a person referred to in this section; (6) every person who has acquired privileged information that he knows to be such concerning a reporting issuer; (7) every person who is an associate of the reporting issuer, of an insider of the latter or of a person contemplated in this section; (8) every other person having privileged information concerning a reporting issuer to whom the securities legislation of a province or territory of Canada applies. 1982, c. 48, s. 189; 1984, c. 41, s. 47; 1999, c. 40, s. 327; 2006, c. 50, s. 57; 2025, c. 16, s. 156.
Section 189Verify source
§ 189.1Section 189.1Provision

Source excerpt

A person already restricted by sections 187 or 189 must not use privileged information in any other way unless they reasonably believe it is generally known to the public.

189.1. No person prohibited from trading in securities of a reporting issuer or from changing an economic interest in a related financial instrument by the effect of section 187 or 189 may use the privileged information in any other manner unless he is justified in believing that the information is generally known to the public. Thus, no such person may trade in options or in other derivatives within the meaning of the Derivatives Act (chapter I-14.01) concerning the securities of the issuer. Nor may the person trade in the securities of another issuer, in options or in other derivatives within the meaning of the Derivatives Act or in futures contracts concerning an index, once their market prices are likely to be influenced by the price fluctuations of the issuer’s securities. 1984, c. 41, s. 48; 2008, c. 24, s. 209; 2006, c. 50, s. 58.
Section 189.1Verify source
§ 190Section 190Provision

Source excerpt

A person told about an investment program must not use that information to benefit their own securities trading in securities of an issuer covered by the program.

190. No person informed of the investment program established by an investment fund or by an adviser who manages a portfolio may use the information for his own benefit in trading in securities of an issuer included in the program. 1982, c. 48, s. 190; 2006, c. 50, s. 59; 2009, c. 25, s. 34.
Section 190Verify source
§ 191Section 191Provision

Source excerpt

Certain people connected to an adviser are deemed to know the adviser’s investment program if they take part in forming investment decisions or client recommendations, or learn of them before implementation.

191. In addition to the adviser, the following persons are deemed to have knowledge of the investment program of an adviser who manages a portfolio, if they participate in formulating his investment decisions or his recommendations to the client for whom he manages the portfolio, or learn of them before they are implemented: (1) every partner of the adviser; (2) every legal person that is an affiliate of the adviser; (3) every officer or director of the adviser or of a legal person that is an affiliate of the adviser; (4) every member of the personnel of the adviser or of a legal person that is an affiliate of the adviser. 1982, c. 48, s. 191; 2006, c. 50, s. 60, s. 111; 2009, c. 25, s. 34.
Section 191Verify source
§ 191.1Section 191.1Provision

Source excerpt

191.1. No person with knowledge of material order information may trade in a security that is the subject of the material order information, recommend that another party do so or disclose the information to anyone, except in the following

191.1. No person with knowledge of material order information may trade in a security that is the subject of the material order information, recommend that another party do so or disclose the information to anyone, except in the following cases: (1) the person is justified in believing that the other party already knew of the material order information; (2) the person must disclose the material order information in the course of business, and there are no grounds for the person to be justified in believing the material order information will be used or disclosed contrary to this section; (3) the person enters into a transaction under a written automatic dividend reinvestment plan, written automatic purchase plan or other similar written automatic plan in which the person agreed to participate before obtaining knowledge of the material order information; (4) the person entered into a transaction as a result of a written obligation that the person entered into before obtaining knowledge of the material order information; or (5) the person entered into a sale or purchase as agent under the specific unsolicited instructions of the principal, or under instructions that the agent solicited from the principal before obtaining knowledge of the material order information. For the purposes of this section, “material order information” means any information relating to an order, a projected or unexecuted order to purchase or trade a security, or even an intention to place such an order, that is likely to have a significant effect on the market price of the security. 2009, c. 58, s. 102.
Section 191.1Verify source
§ 192Section 192Provision

Source excerpt

A person must not say the Authority has passed on the merits of a security or on a registrant’s financial situation, fitness, or conduct.

192. No person may make any representation that the Authority has passed upon the merits of any security or upon the financial situation, fitness or conduct of any registrant. 1982, c. 48, s. 192; 2002, c. 45, s. 696; 2004, c. 37, s. 90.
Section 192Verify source
§ 192.1Section 192.1Provision

Source excerpt

A person must not claim to be registered under the Act unless that claim is true. A registered person must not say they are registered without stating the registration category.

192.1. No person shall represent that the person is registered under this Act unless the representation is true. No registered person shall represent that the person is registered without specifying the category of registration. 2009, c. 25, s. 35; 2011, c. 26, s. 73.
Section 192.1Verify source
§ 193Section 193Provision

Source excerpt

A dealer or adviser must not multiply a client’s transactions solely to increase remuneration.

193. No dealer or adviser may multiply transactions for the account of a client solely to increase his remuneration. 1982, c. 48, s. 193.
Section 193Verify source
§ 194Section 194Provision

Source excerpt

A person must not sell a security short unless they have first notified the dealer handling the transaction.

194. No person may sell a security short without previously notifying the dealer responsible for carrying out the transaction. 1982, c. 48, s. 194.
Section 194Verify source
§ 195Section 195Offence

Source excerpt

This section makes it an offence to disobey Authority or Tribunal decisions, ignore undertakings, miss required information or documents, fail to appear or testify when summoned, obstruct Authority representatives during inspections or investigations, or provide false documents or information.

195. It is an offence (1) to contravene a decision of the Authority or the Financial Markets Administrative Tribunal; (2) to fail to fulfil an undertaking with the Authority or the Financial Markets Administrative Tribunal; (3) to fail to furnish, within the prescribed time, information or a document required by this Act or the regulations; (4) to fail to appear after summons, to refuse to testify or to refuse to send or remit any document or thing required by the Authority or an agent appointed by it in the course of an investigation; (5) to attempt, in any manner, to hinder a representative of the Authority in the exercise of his or her functions in the course or for the purposes of an inspection or an investigation; (6) to provide false documents or information, or access to false documents or information, to the Authority or a member of the personnel of the Authority in the course of activities governed by this Act. 1982, c. 48, s. 195; 2002, c. 45, s. 632; 2004, c. 37, s. 90; 2008, c. 7, s. 147; 2009, c. 58, s. 103; 2011, c. 26, s. 74; 2016, c. 7, s. 179.
Section 195Verify source
§ 195.1Section 195.1Offence

Source excerpt

A registered dealer or adviser commits an offence if they employ someone as their representative who is not registered with the Authority as that dealer’s or adviser’s representative.

195.1. Every registered dealer or adviser who employs as his representative a person who is not registered with the Authority as a representative of that dealer or adviser is guilty of an offence. 1984, c. 41, s. 49; 2002, c. 45, s. 696; 2004, c. 37, s. 90.
Section 195.1Verify source
§ 195.2Section 195.2Offence

Source excerpt

It is an offence to influence or try to influence the market price or value of securities using unfair, improper, or fraudulent practices.

195.2. Influencing or attempting to influence the market price or the value of securities by means of unfair, improper or fraudulent practices is an offence. 2002, c. 45, s. 633.
Section 195.2Verify source
§ 196Section 196Repeal

Source excerpt

A person commits an offence if they make a misrepresentation in specified securities disclosure documents.

196. Every person who makes a misrepresentation in any of the following is guilty of an offence: (1) a prospectus of any type or an offering memorandum provided for in this Act or the regulations; (2) the information incorporated by reference in a simplified prospectus; (2.1) a document prepared under a special disclosure scheme referred to in section 64; (3) (paragraph repealed); (4) (paragraph repealed); (5) the disclosure provided by an issuer under section 73 or 74; (6) (paragraph replaced); (7) (paragraph replaced); (8) a take-over bid circular or issuer bid circular. 1982, c. 48, s. 196; 2006, c. 50, s. 61; 2008, c. 24, s. 210.
Section 196Verify source
§ 197Section 197Repeal

Source excerpt

A person commits an offence if, outside the manner allowed by section 196, they make a misrepresentation in the specified securities-related situations.

197. Every person is guilty of an offence who in any manner not specified in section 196 makes a misrepresentation (1) in respect of a transaction in a security; (2) in the course of soliciting proxies or sending a circular to security holders; (3) in the course of a take-over bid or an issuer bid; (4) (subparagraph repealed); (5) in any document forwarded or record kept by any person pursuant to this Act. For the purposes of this section, a misrepresentation is any misleading information on a fact that is likely to affect the decision of a reasonable investor as well as any pure and simple omission of such a fact. 1982, c. 48, s. 197; 2002, c. 45, s. 696; 2004, c. 37, s. 90; 2006, c. 50, s. 62; 2011, c. 26, s. 75.
Section 197Verify source
§ 198Section 198Repeal

Source excerpt

Section 198 is repealed.

198. (Repealed). 1982, c. 48, s. 198; 2001, c. 38, s. 67.
Section 198Verify source
§ 199Section 199Offence

Source excerpt

A person effecting a security transaction must not make certain resale, refund, future-value, or listing statements, unless an exception applies.

199. It is an offence, in effecting a transaction in a security, (1) to represent that it will be resold or repurchased, except where it carries such a right; (2) to represent that all or part of the purchase price will be refunded, except where the security carries such a right; (3) to give an undertaking relating to the future value or price of the security, except so far as that value is guaranteed on the security itself; (4) to declare that the security will be listed or that an application has been or will be made to that end, except in the following cases: (a) the Authority expressly authorized such a declaration; (a.1) the declaration is authorized by regulation; (b) the declaration appears in a preliminary or final prospectus for which the Authority has issued a receipt; (c) the declaration appears in an offering memorandum prescribed by this Act or the regulations; (d) an application to have the security listed has been made and securities of the same issuer are already listed; or (e) the stock exchange has already conditionally or otherwise approved the listing of the issuer’s securities or agreed to their being traded, or consented or indicated that it did not object to such a declaration. However, a person may, in the case of a transaction for more than $50,000, undertake, by a written instrument, to resell, repurchase or refund securities. In addition, certain distributions may be exempted from the application of subparagraphs 1 and 2 of the first paragraph with the authorization of the Authority and on the conditions that it determines. 1982, c. 48, s. 199; 2001, c. 38, s. 68; 2002, c. 45, s. 696; 2004, c. 37, s. 90; 2009, c. 58, s. 104; 2018, c. 23, s. 692.
Section 199Verify source
§ 199.1Section 199.1Offence

Source excerpt

A person commits an offence by knowingly or reasonably knowingly taking part in securities-related transactions, trading methods, or other conduct that creates a misleading appearance of trading activity, an artificial price, or a fraud on any person; attempting such an offence is also an offence.

199.1. A person who directly or indirectly engages or participates in any transaction or series of transactions in securities or any trading method relating to a transaction in securities, or in any act, practice or course of conduct is guilty of an offence if the person knows, or ought reasonably to know, that the transaction, series of transactions, trading method, act, practice or course of conduct (1) creates or contributes to a misleading appearance of trading activity in, or an artificial price for, a security; or (2) perpetrates a fraud on any person. A person who attempts to commit an offence described in the first paragraph is also guilty of an offence. 2011, c. 26, s. 76; 2018, c. 23, s. 693.
Section 199.1Verify source
§ 199.2Section 199.2Offence

Source excerpt

A person commits an offence if they knowingly, or where they ought reasonably to know, engage in conduct that provides false or misleading information or data for a designated benchmark, or that manipulates the benchmark computation. Attempting that offence is also an offence.

199.2. A person who directly or indirectly engages or participates in any act, practice or course of conduct is guilty of an offence if the person knows, or ought reasonably to know, that the act, practice or course of conduct (1) constitutes or contributes to providing false or misleading information or data to be used in establishing a designated benchmark; or (2) constitutes or contributes to manipulating the computation of a designated benchmark. A person who attempts to commit an offence described in the first paragraph is also guilty of an offence. 2018, c. 23, s. 694.
Section 199.2Verify source
§ 200Section 200Offence

Source excerpt

A person who is not registered as a dealer, adviser, or representative must not give investors information that could influence their investment decisions and gain a separate advantage from it; doing so is an offence.

200. Every person who, not being registered as a dealer, adviser or representative, gives out information to investors which could influence their investment decisions and derives an advantage therefrom separate from his ordinary remuneration, is guilty of an offence. 1982, c. 48, s. 200; 1990, c. 77, s. 34.
Section 200Verify source
§ 201Section 201Repeal

Source excerpt

Section 201 is repealed.

201. (Repealed). 1982, c. 48, s. 201; 2006, c. 50, s. 63, s. 111; 2009, c. 25, s. 38.
Section 201Verify source
§ 202Section 202Offence

Source excerpt

A person who contravenes this Act commits an offence and may be fined, subject to different minimum and maximum amounts for natural and legal persons.

202. Unless otherwise specially provided, every person that contravenes a provision of this Act commits an offence and is liable to a minimum fine of $2,000 in the case of a natural person and $3,000 in the case of a legal person or double the profit realized, whichever is the greatest amount. The maximum fine is $150,000 in the case of a natural person and $200,000 in the case of a legal person, or four times the profit realized, whichever is the greater amount. In determining the penalty, the court shall take particular account of the harm done to the investors and the advantages derived from the offence. 1982, c. 48, s. 202; 1990, c. 4, s. 897; 1992, c. 35, s. 11; 2008, c. 7, s. 148.
Section 202Verify source
§ 203Section 203Offence

Source excerpt

A contravention of a regulation made under this Act is an offence.

203. Every contravention of a regulation made under this Act is an offence subject to the same provisions as offences under this Act. 1982, c. 48, s. 203.
Section 203Verify source
§ 204Section 204Offence

Source excerpt

For offences under sections 187 to 191.1, this section sets a minimum and maximum fine and explains how profit is calculated in certain trading or privileged-information cases.

204. In the case of an offence under any of sections 187 to 191.1, the minimum fine is $5,000, double the profit eventually realized or one fifth of the sums invested or, in the case of trading in a related financial instrument or in derivatives, the sums allocated to the transaction or series of transactions, whichever is the greatest amount. The maximum fine is $5,000,000, four times the profit eventually realized or half the sums invested or, in the case of trading in a related financial instrument or in derivatives, the sums allocated to the transaction or series of transactions, whichever is the greatest amount. Where the person who committed the offence traded in a security relying on privileged information, profit that may be realized means the difference between the price at which the initial trade was effected and the average market price of the security in the 10 trading days following general disclosure of the information; if, however, the position is liquidated within those 10 trading days, the average market price is replaced by the price actually obtained to the extent that that price yields a greater profit than what would be obtained at the average market price. Where the person who committed the offence communicated privileged information, profit that may be realized means the consideration received for having communicated the information. 1982, c. 48, s. 204; 1987, c. 40, s. 22; 1990, c. 4, s. 898; 1992, c. 35, s. 12; 2002, c. 45, s. 634; 2004, c. 37, s. 18; 2008, c. 7, s. 149; 2008, c. 24, s. 211; 2009, c. 58, s. 105.
Section 204Verify source
§ 204.1Section 204.1Offence

Source excerpt

This section sets minimum and maximum fines for certain prospectus-related and other specified offences.

204.1. In the case of a distribution without a prospectus in contravention of section 11 or 12 or an offence under section 195.2, 196, 197, 199.1 or 199.2, the minimum fine is $5,000, double the profit realized or one fifth of the sums invested, whichever is the greatest amount. The maximum fine is $5,000,000, four times the profit realized or half the sums invested, whichever is the greatest amount. 2008, c. 7, s. 150; 2011, c. 26, s. 77; 2018, c. 23, s. 695.
Section 204.1Verify source
§ 205Section 205Offence

Source excerpt

An officer, director, or employee of the principal offender who authorizes or permits an offence under this Act is liable to the same penalties as the principal offender.

205. Every officer, director or employee of the principal offender, including a person remunerated on commission, who authorizes or permits an offence under this Act is liable to the same penalties as the principal offender. 1982, c. 48, s. 205; 2006, c. 50, s. 64, s. 111.
Section 205Verify source
§ 206Section 206Repeal

Source excerpt

Section 206 is repealed.

206. (Repealed). 1982, c. 48, s. 206; 2001, c. 38, s. 69.
Section 206Verify source
§ 207Section 207Offence

Source excerpt

A conspiracy to commit an offence under this Act is itself an offence.

207. Every conspiracy to commit an offence under this Act is an offence punishable by the penalties provided in section 202, 204 or 204.1, according to the offence. 1982, c. 48, s. 207; 2009, c. 58, s. 106.
Section 207Verify source
§ 208Section 208Offence

Source excerpt

A person who aids an offence, or induces one by incitation, counsel, or order, is treated as if they committed the offence.

208. Every person who, by act or omission, aids a person in the commission of an offence is guilty of the offence as if he had committed it himself. He is liable to the penalties provided in section 202, 204 or 204.1 according to the nature of the offence. The same rule applies to a person who, by incitation, counsel or order induces a person to commit an offence. 1982, c. 48, s. 208; 1987, c. 40, s. 23; 2009, c. 58, s. 107.
Section 208Verify source
§ 208.1Section 208.1Provision

Source excerpt

A person who makes a securities distribution contrary to section 11 or 12, or otherwise contravenes the listed sections, is liable to imprisonment of up to five years less one day.

208.1. Every person who makes a distribution of securities in contravention of section 11 or 12 or who contravenes any of sections 187 to 191.1, 195.2, 196 and 197, the first paragraph of sections 199.1 and 199.2 or any of sections 205, 207 and 208 is liable, regardless of the fine provided for in the applicable penal provision, to imprisonment not exceeding five years less one day, notwithstanding articles 231 and 348 of the Code of Penal Procedure (chapter C-25.1). 2002, c. 45, s. 635; 2002, c. 70, s. 176; 2008, c. 7, s. 151; 2009, c. 58, s. 108; 2018, c. 23, s. 696.
Section 208.1Verify source
§ 209Section 209Offence

Source excerpt

An offence that continues for more than one day is treated as a separate offence for each day it continues.

209. If an offence under this Act continues for more than one day, it constitutes a separate offence for each day it continues. 1982, c. 48, s. 209; 1984, c. 41, s. 50; 1990, c. 4, s. 899; 2025, c. 16, s. 118.
Section 209Verify source
§ 210Section 210Offence

Source excerpt

210. Penal proceedings for an offence under a provision of this Act may be instituted by the Authority. 1982, c. 48, s. 210; 1992, c. 61, s. 622; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

210. Penal proceedings for an offence under a provision of this Act may be instituted by the Authority. 1982, c. 48, s. 210; 1992, c. 61, s. 622; 2002, c. 45, s. 696; 2004, c. 37, s. 90.
Section 210Verify source
§ 210.1Section 210.1Provision

Source excerpt

A fine imposed by a court belongs to the Authority if the Authority has taken charge of the prosecution.

210.1. The fine imposed by a court belongs to the Authority where the Authority has taken charge of the prosecution. 2001, c. 38, s. 70; 2002, c. 45, s. 696; 2004, c. 37, s. 90.
Section 210.1Verify source
§ 211Section 211Offence

Source excerpt

211. Penal proceedings for an offence under a provision of sections 11, 12, 25 to 27, 29, 64, 67, 73, 75 to 78, 80 to 82.1, 89.3, 96 to 98, 102 to 103.1, 108, 109.2 to 109.5, 112, 113, 115, 148, 149, 151.4, 158 to 168.1.4, 169, 187 to

211. Penal proceedings for an offence under a provision of sections 11, 12, 25 to 27, 29, 64, 67, 73, 75 to 78, 80 to 82.1, 89.3, 96 to 98, 102 to 103.1, 108, 109.2 to 109.5, 112, 113, 115, 148, 149, 151.4, 158 to 168.1.4, 169, 187 to 191.1, 192 to 197, 199 to 203 and 207 shall be prescribed by five years from the date on which the investigation record relating to the offence was opened. The certificate of the secretary of the Authority indicating the date on which the investigation record was opened constitutes, failing any evidence to the contrary, conclusive proof of such fact. 1982, c. 48, s. 211; 1990, c. 77, s. 35; 1992, c. 61, s. 623; 2002, c. 45, s. 696; 2004, c. 37, s. 90; 2008, c. 7, s. 152; 2009, c. 58, s. 109; 2018, c. 23, s. 697.
Section 211Verify source
§ 212Section 212Offence

Source excerpt

The Authority may recover investigation costs from a person found guilty of an offence, must give five days’ notice before presenting a statement of costs to a Court of Québec judge, and the judge determines the costs; the decision may be appealed with leave.

212. The Authority may recover its costs for an investigation from any person found guilty of an offence under this Act or under the securities legislation of another legislative authority. The Authority shall prepare a statement of costs and present it to a judge of the Court of Québec after giving the interested parties five days’ advance notice of the date of presentation. The judge shall determine the costs, and his decision may be appealed with leave of a judge of the Court of Appeal. 1982, c. 48, s. 212; 1988, c. 21, s. 66; 2002, c. 45, s. 696; 2004, c. 37, s. 90; I.N. 2016-01-01 (NCCP).
Section 212Verify source
§ 213Section 213Provision

Source excerpt

A Court of Québec judge may endorse an arrest warrant from another province or territory if the signature is satisfactorily authenticated.

213. A judge of the Court of Québec may, upon satisfactory proof of the authenticity of the signature thereon, endorse a warrant of arrest issued by a judge of another province or a territory against any person on a charge of contravening the securities legislation of that province or territory. The warrant so endorsed is sufficient authority to the bearer or any peace officer of Québec to execute it and take the person arrested to the place indicated in the warrant. 1982, c. 48, s. 213; 1988, c. 21, s. 144; 2004, c. 37, s. 19.
Section 213Verify source
§ 213.1Section 213.1Provision

Source excerpt

This section sets rules for certain rescission, price revision, and damages actions, including cases involving misuse of privileged information and contraventions linked to take-over bids or issuer bids.

213.1. This Title sets rules applicable to certain actions for rescission, for revision of the price or for damages. It also sets rules applicable when privileged information is used in contravention of certain provisions concerning insiders, and rules applicable when this Act or a regulation made under this Act is contravened in connection with a take-over bid or issuer bid. More particularly, Chapters I and II of this Title establish rules relating to actions for damages resulting from the subscription, acquisition or disposition of securities to which this Title applies. They do not prevent an action for damages from being brought under ordinary civil liability rules. 2007, c. 15, s. 3.
Section 213.1Verify source
§ 214Section 214Provision

Source excerpt

A buyer of securities sold without the required prospectus may ask to rescind the transaction or revise the price, and may also seek damages.

214. Every person who has subscribed for or acquired securities in a distribution of securities effected without the prospectus required under Title II may apply to have the transaction rescinded or the price revised, at his option, without prejudice to his claim for damages. The plaintiff may claim damages from the issuer or the holder, as the case may be, whose securities were distributed without a prospectus from the promoter of the venture, from their officers or directors, or from the dealer responsible for the distribution. However, if the plaintiff did not receive the prospectus he was entitled to receive, he has no claim in damages except against the dealer or the person prescribed who is required to send the prospectus to him pursuant to section 29. For the purposes of this section, a reference to a prospectus includes a document, prescribed by regulation, standing in lieu of a prospectus. 1982, c. 48, s. 214; 1990, c. 77, s. 36; 2006, c. 50, s. 66; 2011, c. 26, s. 78.
Section 214Verify source
§ 214.1Section 214.1Provision

Source excerpt

If a holder of mutual fund securities on an exchange or alternative trading system did not receive the document referred to in section 109.7, the holder may claim damages only from the dealer required to send that document.

214.1. The holder of mutual fund securities traded on an exchange or an alternative trading system who did not receive the document referred to in section 109.7 may only claim damages from a dealer who is required to send the document to the holder in accordance with that section. 2016, c. 7, s. 159.
Section 214.1Verify source
§ 215Section 215Provision

Source excerpt

A person who sold securities after a take-over bid or issuer bid without the required circular may ask to undo the sale or change the price, and may also claim damages.

215. Every person who has disposed of securities in response to a take-over bid or issuer bid effected without a take-over bid or issuer bid circular may apply to have the disposal rescinded or the price revised, at his option. In addition, the plaintiff may claim damages from the offeror, its officers and its directors. If a holder did not receive the take-over bid or issuer bid circular he was entitled to receive, he may claim damages from the offeror, its officers and its directors. 1982, c. 48, s. 215; 2006, c. 50, s. 67; 2007, c. 15, s. 4; 2006, c. 50, s. 67.
Section 215Verify source
§ 215.1Section 215.1Provision

Source excerpt

A plaintiff in an action for damages does not have to prove certain securities-related facts in the circumstances described.

215.1. The plaintiff in an action for damages is not required to prove that the plaintiff subscribed for, acquired or disposed of securities because the distribution, take-over bid or issuer bid was made without a prospectus or without a circular, or because the plaintiff did not receive a prospectus or a circular that the plaintiff was entitled to receive. 2007, c. 15, s. 5.
Section 215.1Verify source
§ 216Section 216Provision

Source excerpt

A defendant in a damages action under section 214 or 215 is liable for damages unless it is proven that the missing prospectus or bid circular was not caused by any act on that defendant’s part.

216. The defendant in an action for damages under section 214 or 215 is liable for damages unless it is proved that the absence of a prospectus or take-over bid or issuer bid circular was not imputable to any act on his part. 1982, c. 48, s. 216; 1999, c. 40, s. 327; 2006, c. 50, s. 68.
Section 216Verify source
§ 217Section 217Provision

Source excerpt

A buyer of securities in a prospectus distribution with a misrepresentation may ask for the contract to be rescinded or the price revised.

217. A person who has subscribed for or acquired securities in a distribution effected with a prospectus containing a misrepresentation may apply to have the contract rescinded or the price revised, without prejudice to his claim for damages. The defendant may defeat the application only if it is proved that the plaintiff knew, at the time of the transaction, of the alleged misrepresentation. 1982, c. 48, s. 217.
Section 217Verify source
§ 218Section 218Provision

Source excerpt

The plaintiff may claim damages from specified securities-related persons, subject to regulatory conditions.

218. The plaintiff may claim damages from the issuer or the holder, as the case may be, whose securities were distributed, from its officers or directors, the dealer under contract to the issuer or holder whose securities were distributed and any person who is required to sign an attestation in the prospectus, in accordance with the conditions prescribed by regulation. 1982, c. 48, s. 218; 2006, c. 50, s. 69, s. 111; 2008, c. 7, s. 153.
Section 218Verify source
§ 219Section 219Provision

Source excerpt

The plaintiff may claim damages from an expert whose misrepresenting opinion appeared in the prospectus with the expert’s consent.

219. The plaintiff may also claim damages from the expert whose opinion, containing a misrepresentation, appeared, with his consent, in the prospectus. 1982, c. 48, s. 219.
Section 219Verify source
§ 220Section 220Provision

Source excerpt

A defendant in an action under sections 218 and 219 is liable for damages unless they prove prudence and diligence, or the plaintiff knew of the alleged misrepresentation at the time of the transaction.

220. The defendant in an action provided for in sections 218 and 219 is liable for damages unless it is proved that (1) he acted with prudence and diligence, except in an action brought against the issuer or the holder whose securities were distributed, or that (2) the plaintiff knew, at the time of the transaction, of the alleged misrepresentation. 1982, c. 48, s. 220; 1999, c. 40, s. 327.
Section 220Verify source
§ 221Section 221Provision

Source excerpt

Rights of action under sections 217 to 219 may also be exercised when a misrepresentation appears in specified prospectus-related documents.

221. Rights of action established under sections 217 to 219 may also be exercised if a misrepresentation is contained in (1) the information incorporated by reference in the simplified prospectus; (2) the offering memorandum prescribed by regulation; (3) any other document authorized by the Authority for use in lieu of a prospectus. 1982, c. 48, s. 221; 1984, c. 41, s. 52; 2002, c. 45, s. 696; 2004, c. 37, s. 90; 2006, c. 50, s. 70.
Section 221Verify source
§ 222Section 222Provision

Source excerpt

A person who sold securities after a take-over bid or issuer bid based on a misleading circular may ask to undo the sale or have the price changed.

222. A person who has disposed of securities in response to a take-over bid or issuer bid effected with a circular containing a misrepresentation may apply to have the disposal rescinded or the price revised. The defendant may defeat the application only if it is proved that, at the time of the disposal, the plaintiff knew of the alleged misrepresentation. 1982, c. 48, s. 222; 1984, c. 41, s. 53; 2007, c. 15, s. 7; 2006, c. 50, s. 71.
Section 222Verify source
§ 223Section 223Provision

Source excerpt

The plaintiff may claim damages from specified offer-related persons, subject to conditions prescribed by regulation.

223. The plaintiff may also claim damages from the offeror, its officers and its directors, and from the expert whose opinions, containing a misrepresentation, appeared, with his consent, in the take-over bid or issuer bid circular, and any person who is required to sign an attestation in the take-over bid circular, in accordance with the conditions prescribed by regulation. 1982, c. 48, s. 223; 2006, c. 50, s. 72; 2008, c. 7, s. 154.
Section 223Verify source
§ 224Section 224Provision

Source excerpt

A defendant in a section 223 action is liable for damages unless one of two exceptions is proved.

224. The defendant in an action provided for in section 223 is liable for damages unless it is proved that (1) he acted with prudence and diligence, except in the case of the offeror, or that (2) the plaintiff knew, at the time of the disposal, of the alleged misrepresentation. 1982, c. 48, s. 224; 1999, c. 40, s. 327; 2007, c. 15, s. 8.
Section 224Verify source
§ 225Section 225Provision

Source excerpt

Misrepresentations in take-over bid documents can give affected off-thoseholders a damages claim against the document signatories.

225. Any misrepresentation contained in any of the documents prepared for a take-over bid by the board of directors, a director or an officer of the offeree issuer gives rise to a right of action in damages, in favour of all the holders of securities of the offeree issuer at the time of the bid, against the signatory or signatories of the document. The defendant is liable for damages, subject to the grounds for defence set forth in section 224. 1982, c. 48, s. 225; 1984, c. 41, s. 54; 1999, c. 40, s. 327; 2006, c. 50, s. 73.
Section 225Verify source
§ 225.0.1Section 225.0.1Provision

Source excerpt

A defendant may use this section to defend against a misrepresentation claim involving forward-looking information by proving specified cautionary disclosures and a reasonable basis for the forecast or conclusion.

225.0.1. A defendant may defeat an action based on a misrepresentation in forward-looking information by proving that (1) the document containing the forward-looking information contained, proximate to that information, (a) reasonable cautionary language identifying the forward-looking information as such, and identifying material factors that could cause actual results to differ materially from a conclusion, forecast or projection in the forward-looking information; and (b) a statement of the material factors or assumptions that were applied in drawing a conclusion or making a forecast or projection; and (2) the defendant had a reasonable basis for drawing the conclusions or making the forecasts or projections set out in the forward-looking information. This section does not apply to forward-looking information in a financial statement required to be filed under this Act or the regulations or in a document released in connection with an initial public offering. 2007, c. 15, s. 10.
Section 225.0.1Verify source
§ 225.0.2Section 225.0.2Provision

Source excerpt

The plaintiff does not have to prove reliance on a misrepresentation document when subscribing for, acquiring, or disposing of a security.

225.0.2. The plaintiff is not required to prove that the plaintiff relied on the document containing a misrepresentation when the plaintiff subscribed for, acquired or disposed of a security. 2007, c. 15, s. 10.
Section 225.0.2Verify source
§ 225.1Section 225.1Repeal

Source excerpt

Section 225.1 is repealed.

225.1. (Repealed). 1987, c. 40, s. 24; 2006, c. 50, s. 74.
Section 225.1Verify source
§ 225.2Section 225.2Provision

Source excerpt

This section applies to people who buy or sell certain securities, but it excludes several specified transactions.

225.2. This division applies to any person who acquires or disposes of a security of a reporting issuer or of any issuer closely connected to Québec whose securities are publicly traded. However, this division does not apply to a person that subscribes for or acquires a security during the period of a distribution of securities made with a prospectus or, unless otherwise provided by regulation, under a prospectus exemption granted by this Act, a regulation made under this Act or a decision of the Authority; nor does it apply to a person that acquires or disposes of a security in connection with or pursuant to a take-over bid or issuer bid, unless otherwise provided by regulation, or to a person that makes any other transaction determined by regulation. 2007, c. 15, s. 11.
Section 225.2Verify source
§ 225.3Section 225.3Provision

Source excerpt

This section defines several terms used in the division, including core document, document, expert, influential person, issuer’s security, management’s discussion and analysis, public oral statement, and release.

225.3. In this division, unless the context indicates otherwise, “core document” means a prospectus, a take-over bid circular, an issuer bid circular, a directors’ circular, a notice of change or variation in respect of a take-over bid circular, issuer bid circular or directors’ circular, a rights offering circular, management’s discussion and analysis, an annual information form, a proxy solicitation circular, the issuer’s annual and interim financial statements and any other document determined by regulation, and a material change report, but only where used in relation to the issuer or the investment fund manager and their officers; “document” means any writing that is filed or required to be filed with the Authority, with a government or an agency of a government under applicable securities or corporate law, or with a stock exchange or quotation and trade reporting system under its by-laws, or the content of which would reasonably be expected to affect the market price or value of a security of the issuer; “expert” means a person whose profession gives authority to a statement made in a professional capacity by the person, including an accountant, actuary, appraiser, auditor, engineer, financial analyst, geologist, advocate or notary, but not including an entity that is a designated credit rating organization defined by regulation; “influential person” means, in respect of an issuer, a control person, a promoter, an insider who is not a director or officer of the issuer, or an investment fund manager, if the issuer is an investment fund; “issuer’s security” means a security of an issuer and includes a security the market price or value of which, or payment obligations under which, are derived from or based on a security of the issuer and which is created by a person acting on behalf of the issuer or is guaranteed by the issuer; “management’s discussion and analysis” means the section of an annual information form, annual report or other document that contains management’s discussion and analysis of the financial situation and operating results of an issuer as required under this Act or the regulations; “public oral statement” means an oral statement made in circumstances in which a reasonable person would believe that information contained in the statement will become generally disclosed; and “release” means, with respect to information or a document, to file with a stock exchange, the Authority or an extra-provincial securities commission within the meaning of section 305.1, or to otherwise make available to the public. 2007, c. 15, s. 11; 2011, c. 18, s. 81.
Section 225.3Verify source
§ 225.4Section 225.4Provision

Source excerpt

A damages action under this division cannot be brought without prior court authorization.

225.4. No action for damages may be brought under this division without the prior authorization of the court. The request for authorization must state the facts giving rise to the action. It must be filed together with the projected statement of claim and be served by bailiff to the parties concerned, with a notice of at least 10 days of the date of presentation. The court grants authorization if it deems that the action is in good faith and there is a reasonable possibility that it will be resolved in favour of the plaintiff. The request for authorization and, if applicable, the application for authorization to institute a class action required under article 574 of the Code of Civil Procedure (chapter C-25.01) must be made to the court concomitantly. 2007, c. 15, s. 11; I.N. 2016-01-01 (NCCP); 2018, c. 23, s. 699.
Section 225.4Verify source
§ 225.5Section 225.5Provision

Source excerpt

The plaintiff must send copies and notices to the Authority when filing the authorization request and statement of claim, and must promptly disclose a granted authorization by press release.

225.5. On filing the request for authorization with the court, the plaintiff must send a copy to the Authority. If authorization is granted by the court, the plaintiff must promptly issue a press release disclosing that fact. Within seven days after authorization is granted, the plaintiff must send a written notice to the Authority, together with a copy of the press release. In addition, on filing the statement of claim with the court, the plaintiff must send a copy to the Authority. 2007, c. 15, s. 11.
Section 225.5Verify source
§ 225.6Section 225.6Commencement

Source excerpt

Any interested party may ask the court to declare an authorization perempted if the plaintiff has not started the action within three months after authorization is granted.

225.6. Any interested party may request that the court declare an authorization perempted if the plaintiff does not commence the action within three months after authorization is granted. Such a request must be served on the parties together with a notice of at least 30 days of the date of presentation. 2007, c. 15, s. 11.
Section 225.6Verify source
§ 225.7Section 225.7Provision

Source excerpt

An action cannot be abandoned or settled unless the court sets the terms.

225.7. An action may not be abandoned or settled except on the terms set by the court, including terms as to legal costs. When setting the terms, the court considers whether there are any other actions outstanding under this division or under comparable provisions of extra-provincial securities laws within the meaning of section 305.1 in respect of the same misrepresentation or failure to make timely disclosure. 2007, c. 15, s. 11; I.N. 2016-01-01 (NCCP).
Section 225.7Verify source
§ 225.8Section 225.8Provision

Source excerpt

A person who buys or sells an issuer’s security in the stated period may bring an action against specified persons.

225.8. A person that acquires or disposes of an issuer’s security during the period between the time when the issuer or a mandatary or other representative of the issuer released a document containing a misrepresentation and the time when the misrepresentation was publicly corrected may bring an action against (1) the issuer, each director of the issuer at the time the document was released, and each officer of the issuer who authorized, permitted or acquiesced in the release of the document; (2) each influential person, and each director and officer of an influential person, who knowingly influenced the issuer or a mandatary or other representative of the issuer to release the document or a director or officer of the issuer to authorize, permit or acquiesce in the release of the document; and (3) each expert whose report, statement or opinion containing the misrepresentation was included, summarized or quoted from in the document and, if the document was released by a person other than the expert, who consented in writing to the use of the report, statement or opinion in the document. 2007, c. 15, s. 11.
Section 225.8Verify source
§ 225.9Section 225.9Provision

Source excerpt

A person who buys or sells an issuer’s security during the stated period may sue certain related parties if a public oral statement contained a misrepresentation and was later corrected.

225.9. A person that acquires or disposes of an issuer’s security during the period between the time when a mandatary or other representative of the issuer made a public oral statement relating to the issuer’s business or affairs and containing a misrepresentation and the time when the misrepresentation was publicly corrected may bring an action against (1) the issuer and each director and officer of the issuer who authorized, permitted or acquiesced in the making of the public oral statement; (2) the person who made the public oral statement; (3) each influential person, and each director and officer of an influential person, who knowingly influenced the person who made the public oral statement to make the public oral statement or a director or officer of the issuer to authorize, permit or acquiesce in the making of the public oral statement; and (4) each expert whose report, statement or opinion containing the misrepresentation was included, summarized or quoted from in the public oral statement and, if the public oral statement was made by a person other than the expert, who consented in writing to the use of the report, statement or opinion in the public oral statement. 2007, c. 15, s. 11.
Section 225.9Verify source
§ 225.10Section 225.10Provision

Source excerpt

A person who buys or sells an issuer’s security during the misrepresentation period may sue the listed responsible parties.

225.10. A person that acquires or disposes of an issuer’s security during the period between the time when an influential person or a mandatary or other representative of the influential person released a document or made a public oral statement relating to the issuer and containing a misrepresentation and the time when the misrepresentation was publicly corrected may bring an action against (1) the issuer, if a director or officer of the issuer or the investment fund manager authorized, permitted or acquiesced in the release of the document or the making of the public oral statement; (2) the person who made the public oral statement; (3) each director and officer of the issuer who authorized, permitted or acquiesced in the release of the document or the making of the public oral statement; (4) the influential person and each director and officer of the influential person who authorized, permitted or acquiesced in the release of the document or the making of the public oral statement; and (5) each expert whose report, statement or opinion containing the misrepresentation was included, summarized or quoted from in the document or public oral statement and, if the document was released or the public oral statement was made by a person other than the expert, who consented in writing to the use of the report, statement or opinion in the document or public oral statement. 2007, c. 15, s. 11.
Section 225.10Verify source
§ 225.11Section 225.11Provision

Source excerpt

A person who trades an issuer’s security during the period after a material change was not timely disclosed, but before it was disclosed as required, may sue the issuer and certain directors, officers, and influential persons.

225.11. A person that acquires or disposes of an issuer’s security during the period between the time when the issuer failed to make timely disclosure of a material change and the time when the material change was disclosed in the manner required under this Act or the regulations may bring an action against (1) the issuer and each director and officer of the issuer who authorized, permitted or acquiesced in the failure to make timely disclosure; and (2) each influential person, and each director and officer of an influential person, who knowingly influenced the issuer or a mandatary or other representative of the issuer in the failure to make timely disclosure or a director or officer of the issuer to authorize, permit or acquiesce in the failure to make timely disclosure. 2007, c. 15, s. 11.
Section 225.11Verify source
§ 225.12Section 225.12Provision

Source excerpt

The plaintiff does not have to prove reliance on the misrepresentation or compliance with timely disclosure when acquiring or disposing of the issuer’s security.

225.12. The plaintiff is not required to prove that the plaintiff relied on the document or public oral statement containing a misrepresentation or on the issuer having complied with its timely disclosure obligations when the plaintiff acquired or disposed of the issuer’s security. 2007, c. 15, s. 11.
Section 225.12Verify source
§ 225.13Section 225.13Provision

Source excerpt

The plaintiff must prove the defendant’s knowledge or gross fault, subject to an exception for experts and core documents.

225.13. For the purposes of sections 225.8 to 225.10, unless the defendant is an expert or the misrepresentation was contained in a core document, the plaintiff must prove that the defendant (1) knew, at the time that the document was released or the public oral statement was made, that the document or public oral statement contained a misrepresentation or deliberately avoided acquiring such knowledge at or before that time; or (2) was guilty of a gross fault in connection with the release of the document or the making of the public oral statement. 2007, c. 15, s. 11.
Section 225.13Verify source
§ 225.14Section 225.14Provision

Source excerpt

This section says that, for section 225.11, the plaintiff must prove certain knowledge or gross fault by the defendant, unless the defendant is the issuer, the investment fund manager, or an officer of either.

225.14. For the purposes of section 225.11, unless the defendant is the issuer, the investment fund manager or an officer of the issuer or the investment fund manager, the plaintiff must prove that the defendant (1) knew, at the time that a material change report should have been filed, of the change and that the change was a material change, or deliberately avoided acquiring such knowledge at or before that time; or (2) was guilty of a gross fault in connection with the failure to make timely disclosure. 2007, c. 15, s. 11.
Section 225.14Verify source
§ 225.15Section 225.15Provision

Source excerpt

The court must consider all relevant circumstances when deciding whether a gross fault was committed.

225.15. In determining whether a gross fault was committed, the court must consider all relevant circumstances, including (1) the nature of the issuer; (2) the knowledge, experience and function of the defendant; (3) the office held, if the defendant was an officer; (4) the presence or absence of another relationship with the issuer, if the defendant was a director; (5) the existence and the nature of any system designed to ensure that the issuer meets its continuous disclosure obligations, and the reasonableness of reliance by the defendant on that system; (6) the reasonableness of reliance by the defendant on the issuer’s officers and employees and on others whose duties would in the ordinary course have given them knowledge of the relevant facts; (7) the period within which disclosure was required to be made under this Act or the regulations; (8) in respect of a report, statement or opinion of an expert, any standards, rules or practices applicable to the expert; (9) the extent to which the defendant knew, or should reasonably have known, the content and medium of dissemination of the document or public oral statement; (10) the role and responsibility of the defendant in the preparation and release of the document or the making of the public oral statement containing the misrepresentation or in the ascertaining of the facts contained in that document or public oral statement; and (11) the role and responsibility of the defendant in the decision not to disclose the material change. 2007, c. 15, s. 11.
Section 225.15Verify source
§ 225.16Section 225.16Provision

Source excerpt

225.16. The court seized of the action may decide that multiple misrepresentations having common subject matter or content may be treated as a single misrepresentation or that multiple instances of failure to make timely disclosure

225.16. The court seized of the action may decide that multiple misrepresentations having common subject matter or content may be treated as a single misrepresentation or that multiple instances of failure to make timely disclosure concerning common subject matter may be treated as a single failure to make timely disclosure. 2007, c. 15, s. 11.
Section 225.16Verify source
§ 225.17Section 225.17Provision

Source excerpt

A defendant may defeat an action by proving the plaintiff knew about a misrepresentation or material change, or by proving a reasonable investigation and no reasonable grounds to expect misrepresentation or delayed disclosure.

225.17. A defendant may defeat an action by proving that, at the time of the transaction, the plaintiff knew that the document or public oral statement contained a misrepresentation or was aware of the material change that should have been disclosed. An action may also be defeated by proving that the defendant conducted or caused to be conducted a reasonable investigation and had no reasonable grounds to believe that the document or public oral statement would contain a misrepresentation or that the failure to make timely disclosure would occur. 2007, c. 15, s. 11.
Section 225.17Verify source
§ 225.18Section 225.18Provision

Source excerpt

When deciding if an investigation was reasonable under section 225.17, the court must consider all relevant circumstances, including those listed in section 225.15(1) to (11).

225.18. In determining whether an investigation was reasonable under the second paragraph of section 225.17, the court must consider all relevant circumstances, including those listed in paragraphs 1 to 11 of section 225.15. 2007, c. 15, s. 11.
Section 225.18Verify source
§ 225.19Section 225.19Provision

Source excerpt

A defendant may defeat an action by proving three conditions about a misrepresentation in a third party document and the defendant’s lack of knowledge.

225.19. A defendant may defeat an action by proving that (1) the misrepresentation was also contained in a document filed by or on behalf of a third person, other than the issuer, with the Authority or an extra-provincial securities commission within the meaning of section 305.1 or a stock exchange, and was not corrected in another document filed by or on behalf of that third person with the Authority, commission or stock exchange before the issuer or the mandatary or other representative of the issuer released the document or made the public oral statement; (2) the document or public oral statement contained a reference identifying the document that was the source of the misrepresentation; and (3) when the document was released or the public oral statement was made, the defendant did not know and had no reasonable grounds to believe that the document or public oral statement contained a misrepresentation. 2007, c. 15, s. 11.
Section 225.19Verify source
§ 225.20Section 225.20Provision

Source excerpt

A defendant other than the issuer may defeat an action by proving lack of knowledge or consent, then prompt notice to the issuer’s board, and if the issuer does not correct or disclose within two working days, prompt written notice to the Authority unless barred by law or professional confidentiality rules.

225.20. A defendant, other than the issuer, may defeat an action by proving that (1) the document was released, the public oral statement was made or the failure to make timely disclosure occurred without the defendant’s knowledge or consent; and (2) after the defendant became aware of the misrepresentation or the failure to make timely disclosure but before the misrepresentation was corrected or the material change was disclosed in the manner required under this Act or the regulations, (a) the defendant promptly notified the board of directors of the issuer or other persons acting in a similar capacity of the misrepresentation or the failure to make timely disclosure; and (b) if no correction of the misrepresentation or no subsequent disclosure of the material change in the manner required under this Act or the regulations was made by the issuer within two working days after the notification under subparagraph a, the defendant, unless prohibited by law or by professional confidentiality rules, promptly notified the Authority, in wriating, of the misrepresentation in the document or public oral statement or failure to make timely disclosure. 2007, c. 15, s. 11; I.N. 2016-01-01 (NCCP).
Section 225.20Verify source
§ 225.21Section 225.21Provision

Source excerpt

A defendant other than the maker of the public oral statement may defeat an action by proving lack of awareness of the misrepresentation before the plaintiff bought or sold the issuer’s securities, and by proving the speaker had no authority beyond apparent authority.

225.21. For the purposes of sections 225.9 and 225.10, a defendant other than the person who made the public oral statement may defeat an action by proving that the defendant did not become, or should not reasonably have become, aware of the misrepresentation before the plaintiff acquired or disposed of the issuer’s securities and by proving that the person who made the public oral statement had no authority other than apparent authority to do so. 2007, c. 15, s. 11.
Section 225.21Verify source
§ 225.22Section 225.22Provision

Source excerpt

A defendant can defeat a misrepresentation claim about forward-looking information by proving specific cautionary disclosures and a reasonable basis, subject to stated exceptions.

225.22. A defendant may defeat an action for a misrepresentation in forward-looking information in a document or a public oral statement by proving that (1) the document or public oral statement containing the forward-looking information contained, proximate to that information, (a) reasonable cautionary language clearly identifying the forward-looking information as such, and identifying material factors that could cause actual results to differ materially from a conclusion, forecast or projection in the forward-looking information; and (b) a statement of the material factors or assumptions that were applied in drawing a conclusion or making a forecast or projection; and (2) the defendant had a reasonable basis for drawing the conclusions or making the forecasts or projections set out in the forward-looking information. This section does not apply to forward-looking information in a financial statement required to be filed under this Act or the regulations or in a document released in connection with an initial public offering. 2007, c. 15, s. 11.
Section 225.22Verify source
§ 225.23Section 225.23Provision

Source excerpt

A defendant is treated as having met the referenced requirement for a public oral statement with forward-looking information if the statement includes a cautionary note, explains that actual results could differ materially, and identifies a readily available document with further information.

225.23. A defendant is deemed to have satisfied the requirements of subparagraph 1 of the first paragraph of section 225.22 with respect to a public oral statement containing forward-looking information if the person who made the public oral statement (1) made a cautionary statement that the public oral statement contains forward-looking information; (2) stated that the actual results could differ materially from a conclusion, forecast or projection in the forward-looking information and that certain material factors or assumptions were applied in drawing a conclusion or making a forecast or projection as reflected in the forward-looking information; and (3) stated that additional information about the material factors that could cause actual results to differ materially from the conclusion, forecast or projection in the forward-looking information and about the material factors or assumptions applied in drawing a conclusion or making a forecast or projection as reflected in the forward-looking information is contained in a readily-available document, and has identified that document. For the purposes of subparagraph 3 of the first paragraph, a document filed with the Authority, or otherwise generally disclosed, is deemed to be readily available. 2007, c. 15, s. 11.
Section 225.23Verify source
§ 225.24Section 225.24Provision

Source excerpt

A non-expert defendant may defeat a misrepresentation action over a document or public oral statement based on an expert’s report, statement, or opinion if the expert consented in writing, that consent was not withdrawn before publication or the statement, and the defendant proves lack of knowledge, no reasonable grounds to believe there was a misrepresentation, and fair representation.

225.24. A defendant, other than an expert, may defeat an action for a misrepresentation in a document or public oral statement that includes, summarizes or quotes from a report, statement or opinion made by the expert, with the expert’s written consent to the use of the report, statement or opinion, if the consent had not been withdrawn in writing before the document was released or the public oral statement was made, by proving that (1) the defendant did not know and had no reasonable grounds to believe that there was a misrepresentation in the report, statement or opinion of the expert that was included, summarized or quoted from in the document or public oral statement; and (2) that the report, statement or opinion of the expert was fairly represented in the document or public oral statement. 2007, c. 15, s. 11.
Section 225.24Verify source
§ 225.25Section 225.25Provision

Source excerpt

An expert defendant in an action may defeat the action by proving the expert’s prior written consent was withdrawn in writing before the document was released or the public oral statement was made.

225.25. An expert who is the defendant in an action may defeat the action by proving that the written consent previously provided to the use of a report, statement or opinion made by the expert was withdrawn in writing before the document was released or the public oral statement was made. 2007, c. 15, s. 11.
Section 225.25Verify source

Legislative relationships

4 referenced instruments

Names are derived from the stored provision headings and citation-enrichment layer. Treat this as a research index and verify each relationship against the source text.

A–F

3 instruments

  • Authority in the course of activities governed by this Act

    Section 195

  • Deposit Institutions and Deposit Protection Act

    Section 148.3

  • Derivatives Act

    Section 189.1

G–M

1 instrument

  • Insurers Act

    Section 168.1

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Statute information is organised from identified legislative sources for professional research. Corrections can be reported to hello@esheria.ai.