Securities Act, 1982

326. (Repealed). 1982, c. 48, s. 326; 1984, c. 41, s. 65; 1988, c. 21, s. 66; 2009, c. 58, s. 136.

327. (Repealed). 1982, c. 48, s. 327; 2009, c. 58, s. 136.

328. (Repealed). 1982, c. 48, s. 328; 2002, c. 45, s. 696; 2009, c. 58, s. 136.

329. (Repealed). 1982, c. 48, s. 329; 1988, c. 21, s. 66; 2002, c. 45, s. 696; 2009, c. 58, s. 136.

330. (Repealed). 1982, c. 48, s. 330; 1984, c. 41, s. 67; 1988, c. 21, s. 66; 1990, c. 77, s. 56; 2009, c. 58, s. 136.

330.1. (Repealed). 1997, c. 36, s. 6; 2002, c. 45, s. 684; 2004, c. 37, s. 90; 2008, c. 7, s. 168.

330.2. The costs incurred by the Government for the administration of this Act, as determined each year by the Government, shall be borne by the Authority. 1997, c. 36, s. 6; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

330.3. (Repealed). 1997, c. 36, s. 6; 2002, c. 45, s. 685; 2004, c. 37, s. 90; 2007, c. 15, s. 14.

330.4. (Repealed). 1997, c. 36, s. 6; 2002, c. 45, s. 696; 2004, c. 37, s. 90; 2007, c. 15, s. 14.

330.5. (Repealed). 1997, c. 36, s. 6; 2000, c. 29, s. 679; 2002, c. 45, s. 686; 2004, c. 37, s. 90; 2008, c. 7, s. 168.

330.6. (Repealed). 1997, c. 36, s. 6; 2002, c. 45, s. 696; 2004, c. 37, s. 36; 2008, c. 7, s. 168.

330.7. (Repealed). 1997, c. 36, s. 6; 2002, c. 45, s. 687.

330.8. (Repealed). 1997, c. 36, s. 6; 2002, c. 45, s. 687.

330.9. The costs incurred by the Authority for the purposes of Title III of the Act respecting the regulation of the financial sector (chapter E-6.1) in respect of an activity governed by this Act shall be borne by the recognized self-regulatory organizations that carry on such activities. Such costs, established for each self-regulatory organization by the Authority at the end of its fiscal year, shall comprise a minimum contribution fixed by the Authority and the amount, if any, by which actual costs exceed the contribution. The actual costs shall be established on the basis of the rate schedule established by regulation. The amount to be paid by each self-regulatory organization is set out in a certificate issued by the Authority. 1997, c. 36, s. 6; 2002, c. 45, s. 688; 2004, c. 37, s. 90; 2008, c. 24, s. 224; 2018, c. 23, s. 811.

330.10. The costs incurred by the Authority or, as the case may be, by a person specially designated by the Authority, for the purposes of section 30 of the Act to establish the Fonds de solidarité des travailleurs et des travailleuses du Québec (FTQ) (chapter F-3.2.1), sections 37 and 38 of the Act to establish Fondaction, le Fonds de développement de la Confédération des syndicats nationaux pour la coopération et l’emploi (chapter F-3.1.2) and section 33 of the Act constituting Capital régional et coopératif Desjardins (chapter C-6.1) shall be borne by those legal persons. The costs shall be determined annually by the Authority, on the basis of the actual costs; in the case of costs incurred by the Authority, the actual costs are established on the basis of the rate schedule established by regulation. The certificate issued by the Authority establishing the amount to be paid by each legal person in respect of the costs incurred is peremptory. 1997, c. 36, s. 6; 2002, c. 45, s. 689; 2004, c. 37, s. 90; 2024, c. 11, s. 197.

331. The Authority may, by regulation, (1) define the procedure to be followed in any matter relating to the application of this Act; (1.1) determine the conditions to be met by a company for the purposes of the definition of “closed company” set out in section 5; (2) (subparagraph repealed); (3) (subparagraph repealed); (4) (subparagraph repealed); (5) (subparagraph repealed); (6) establish the rescission rights and the commissions and other sales charges pertaining to a contractual plan for the acquisition of securities; (6.1) determine, for the purposes of section 151.1.1, the other market participants likely to be the subject of an inspection; (7) (subparagraph repealed); (8) (subparagraph repealed); (9) prescribe the fees payable for any formality provided for in this Act or the regulations and for services rendered by the Authority, and the terms and conditions of payment; (10) prescribe the fees payable by an investor for a securities transaction, and the procedure for collecting the fees and remitting them to the Authority; (11) establish the rates referred to in sections 212, 273.2, 330.9 and 330.10; (11.1) determine the provisions of Title II, Title III the contravention of which may be sanctioned by an monetary administrative penalty, and prescribe the amounts and conditions of such a penalty for the purposes of section 274.1; (12) define the terms and expressions used for the purposes of this Act or the regulations under this section. A regulation made under this section shall be submitted to the Government for approval, with or without amendment. The Government may make or amend a regulation under this section if the Authority does not do so within the time specified by the Government. 1982, c. 48, s. 331; 1984, c. 41, s. 68; 1987, c. 40, s. 29; 1990, c. 77, s. 57; 1992, c. 35, s. 16; 1997, c. 36, s. 7; 2001, c. 38, s. 91; 2002, c. 45, s. 690; 2004, c. 37, s. 37; 2006, c. 50, s. 107; 2009, c. 25, s. 44; 2009, c. 58, s. 137; 2016, c. 7, s. 167; 2018, c. 23, s. 809.

331.1. The Authority may, by regulation, (1) determine the form and content of the documents, declarations, statements and attestations required under this Act or the regulations; (2) determine, from among the documents referred to in this Act or a regulation made under this Act, those that must be filed or transmitted using the medium or technology it specifies in the regulation; (3) fix various time limits and periods in accordance with the provisions of this Act; (3.1) determine that a person is a non-redeemable investment fund or a mutual fund for the purposes of paragraph 2 of the definition of “non-redeemable investment fund” and paragraph 2 of the definition of “mutual fund” in section 5; (4) determine the portion of the securities of an issuer and establish the terms and conditions for the purposes of paragraph 9 of the definition of “distribution” in section 5; (4.1) determine conditions for transmitting and receiving documents referred to in this Act or a regulation made under this Act; (5) determine the cases and prescribe the information and attestations to which the second paragraph of section 12 and section 40.1 apply; (6) impose conditions or an undertaking for the issue by the Authority of a receipt in respect of a prospectus, and fix the conditions on which a security may be distributed by way of various types of prospectus; (6.0.1) determine the cases in and conditions on which a receipt is deemed issued by the Authority for the purposes of Chapter I of Title II; (6.1) determine conditions for amending a prospectus or a preliminary prospectus and for distributing additional securities through an amendment to a prospectus; (6.1.1) determine conditions relating to the right of rescission provided for in section 30; (6.1.2) provide for a right to cancel the subscription or purchase of securities during a distribution, and determine conditions relating to that right; (6.2) determine conditions relating to the duration or extension of a distribution; (7) establish the rules governing the designation of securities and the changes made to their characteristics; (8) prescribe the information concerning securities or securities transactions that must be transmitted to the Authority, self-regulatory organizations, security holders, investors, clients or the general public, and establish the management rules, including governance rules, to be complied with by a registrant in order to safeguard the interests of clients; (9) define accounting requirements for issuers, dealers, advisers, investment fund managers and self-regulatory organizations, and the requirements relating to the books, registers and other documents they must keep and to the preparation and audit of their financial statements; (9.1) determine 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; (9.2) determine the criteria and conditions in accordance with which the Authority may designate a credit rating organization; (9.2.1) determine the criteria and conditions in accordance with which the Authority may designate a benchmark and the administrator of that benchmark; (9.3) determine the rules applicable to designated credit rating organizations or to designated benchmark administrators and to the disclosure of information to the Authority, the public, the person whose securities are being rated, or users of a designated benchmark; (9.4) prescribe requirements in respect of designated credit rating organizations, including requirements relating to the code of conduct, a prohibition to issue or maintain a credit rating, procedures regarding conflicts of interest between a designated credit rating organization and the person whose securities are being rated, the keeping of the books and registers necessary for the conduct of its business, and the appointment of a compliance officer and of its officers; (9.5) prescribe requirements in respect of a designated benchmark administrator or a person who provides information or data applied to establish a designated benchmark; (9.6) determine the rules applicable to designated benchmarks, which may vary according to the classes the Authority establishes; (10) confer on some of the rules or standards established by a self-regulatory organization or professional association, and any amendments made thereto, the force and effect of a regulation made under this Act; (11) exempt a category of persons, securities or transactions from some or all of the requirements of this Act or the regulations, with or without conditions; (11.1) define the expression “accredited investor” and determine the conditions for the distribution of securities made to an accredited investor for the purposes of section 43; (12) prohibit the use of advertising documents during a distribution; (13) define the cases in which the Authority may refuse to issue a receipt for a prospectus referred to in Title II; (14) establish special disclosure schemes for securities distributions based on the nature of the securities involved or the categories of issuers, fix the new conditions for the use of such schemes and prescribe the documents that may stand in lieu of a prospectus in the circumstances and on the other conditions determined by the Authority; (15) prohibit or impose conditions applicable to any operation designed to fix, stabilize or influence the quoted price of a security; (16) establish operating rules for the management, stewardship, safekeeping and composition of the assets of investment funds, in particular, governance rules and conflict of interest management rules, including rules applicable to a committee formed for those purposes, and prohibit certain transactions for the protection of the holders of securities; (17) prohibit or impose conditions applicable to securities transactions with and loans made to persons who are not entirely independent of an investment fund; (18) (paragraph repealed); (18.1) determine the issuers to which subparagraph 7 of the second paragraph of section 68 applies; (18.2) determine the criteria to be used by the Authority to designate an issuer as an issuer deemed to have made a distribution of securities to the public under subparagraph 8 of the second paragraph of section 68; (18.3) determine that a person is an insider for the purposes of subparagraph 5 of the first paragraph of section 89; (19) establish rules concerning the financial statements and auditor’s reports required under this Act or the regulations; (19.1) determine the rules applicable to an accountant’s audit of the affairs of any person subject to this Act, particularly the requirements that must be met by an accounting firm and the notices it must file with the Authority and the audit committee of such a person; (19.2) determine the rules applicable to a committee auditing the affairs of an issuer governed by this Act; (19.3) prescribe the obligations of reporting issuers and their signing officers with respect to information release controls and procedures and to internal control of financial information, in particular concerning the design, implementation and maintenance of such controls, the assessment of their effectiveness and the disclosure of assessment results, their documentation, the monitoring of their modifications, any fraud related to them, and audit of internal control assessment; (19.4) establish rules relating to attestations that reporting issuers and their signing officers must provide concerning the internal control of financial information and information release controls and procedures; (19.5) establish rules pertaining to reporting issuer governance; (20) determine continuous disclosure requirements for the purposes of sections 73 and 74; (20.1) determine the rules applicable to insiders for the purposes of Chapter IV of Title III; (21) determine the rules applicable to take-over bids for the purposes of Title IV; (22) determine disclosure requirements and impose prohibitions on securities transactions for the purposes of section 115; (23) (paragraph repealed); (24) prescribe measures to protect minority shareholders with respect to the transactions determined by the Authority that are carried out by issuers or other persons having access to the financial market and that are likely to give rise to situations of conflict of interest; (25) determine the conditions subject to which a person resident outside Québec may apply for registration or hold an interest in the capital of a registrant; (26) establish categories of registration, the conditions to be met by applicants, the duration of registration and the rules governing the activities of registrants; (27) determine, for the purposes of section 159, the changes that must be notified to the Authority and those for which approval must be obtained from the Authority; (27.0.1) determine the natural persons referred to in section 159.0.1; (27.0.2) determine the information and documents that must be disclosed under section 159.0.1; (27.0.3) determine the manner in which a commission is to be shared under section 160.1.1; (27.0.4) determine the policy that dealers and advisers must adopt under section 168.1.1, or elements of that policy. (27.1) (paragraph repealed); (28) establish the obligations incumbent on registrants, persons recognized under section 169 and self-regulatory organizations following a transaction in counterfeit, lost or stolen securities; (29) determine the cases and circumstances in which a dealer must participate in a contingency fund; (30) establish the rules and procedures that apply to the transmission of documents referred to in section 165; (31) (paragraph repealed); (32) establish the rules governing a listed market or an over-the-counter market; (32.0.1) make rules concerning securities offers and trades or other securities transactions, including for the purpose of promoting market efficiency and transparency or preventing fraud and manipulation; (32.1) prescribe the cases in which Division II of Chapter II of Title VIII applies to a person that has subscribed for or acquired a security in a distribution of securities made under a prospectus exemption or in a take-over bid or issuer bid, or that makes any other transaction determined by regulation; (32.2) determine documents other than those referred to in the definition of “core document” in section 225.3 to be core documents for the purposes of that definition; (33) establish a mechanism for consulting with an organization pursuing similar objects, concerning matters coming under the authority of this Act and of the legislation of the legislative authority having jurisdiction over such organization; (33.1) determine any Québec authority that may be delegated to an extra-provincial securities commission and any extra-provincial authority that may be exercised by the Authority in accordance with section 307, and the conditions for exercising such authorities; (33.2) determine the extent and conditions applicable to the order or decision made by the Authority, for the purposes of section 307.1; (33.3) incorporate by reference into Québec securities laws any or all provisions of extra-provincial securities laws, determine the cases in and conditions on which provisions of extra-provincial securities laws may be so incorporated for the purposes of section 308, and determine the conditions applicable to the order or decision made by the Authority, for the purposes of section 308.0.1; (33.4) determine the conditions on which the Authority, the Financial Markets Administrative Tribunal or a recognized self-regulatory organization may make a decision or order under a Québec authority on the basis of a decision made by an extra-provincial securities commission and the cases in which the decision may not be made without again giving the interested person an opportunity to be heard, for the purposes of section 308.0.3; (33.5) allow, in accordance with sections 308.1.1 to 308.2.1, an extra-provincial authority to be recognized in Québec in the areas specifically listed in the regulations, with respect to the persons or organizations subject to such authority; (33.6) determine the cases in and conditions on which a receipt is deemed, under paragraph 1 of section 308.2.1, to have been issued for the purposes of Québec securities laws, including when a receipt has been issued for a prospectus or an amendment to a prospectus under extra-provincial securities laws; (33.6.1) determine the cases in and conditions on which the status of an issuer or a category of issuer as a reporting issuer is deemed to be revoked for the purposes of Québec securities laws, including where that status is revoked under extra-provincial securities laws for the purposes of paragraph 1.1 of section 308.2.1; (33.7) determine the cases in and conditions on which a person or class of persons is deemed, under paragraphs 2 and 3 of section 308.2.1, to be recognized, designated or authorized to carry on an activity for the purposes of Québec securities laws, including when the person or class of persons is recognized, designated or authorized under extra-provincial securities laws; (33.8) determine the cases in and conditions on which an exemption from Québec securities laws is deemed, under paragraph 4 of section 308.2.1, to be granted by the Authority, including when an exemption has been granted under extra-provincial securities laws; (33.9) determine the circumstances in which an activity in respect of transactions in securities or in a particular security is deemed to be prohibited under paragraph 5 of section 308.2.1, including when an extra-provincial securities commission has imposed the same prohibition under a power similar to the Authority’s power under section 265; (33.10) prescribe that a person is a securities authority in Canada for the purposes of the definition of “securities authority in Canada” in section 308.2.1.1; (34) define the terms and expressions used for the purposes of this Act or the regulations under this section. 1997, c. 36, s. 8; 2001, c. 38, s. 92; 2002, c. 45, s. 691; 2004, c. 37, s. 38; 2006, c. 50, s. 108; 2007, c. 15, s. 15; 2006, c. 50, s. 108; 2008, c. 7, s. 170; 2006, c. 50, s. 108; 2008, c. 24, s. 225; 2009, c. 25, s. 115; 2009, c. 25, s. 45; 2009, c. 58, s. 138; 2006, c. 50, s. 108; 2011, c. 18, s. 83; 2011, c. 26, s. 84; 2009, c. 58, s. 138; 2013, c. 18, s. 117; 2016, c. 7, ss. 168 and 179; 2018, c. 23, s. 710; 2021, c. 15, s. 107; 2024, c. 15, s. 113.

331.2. Every regulation made under section 331.1 must be approved, with or without amendment, by the Minister. The Minister may make a regulation under this section if the Authority does not do so within the time specified by the Minister. A draft regulation shall be published in the Bulletin of the Authority, accompanied with the notice required under section 10 of the Regulations Act (chapter R‐18.1). A draft regulation may not be submitted for approval or be made before 30 days have elapsed since its publication. The regulation comes into force on the date of its publication in the Gazette officielle du Québec or on any later date specified in the regulation. It shall also be published in the Bulletin. A draft regulation under Chapter II of Title X and paragraphs 33.1 to 33.9 of section 331.1 may be submitted for approval only if accompanied by a favourable notice from the Minister responsible for Canadian Intergovernmental Affairs. The same applies if such a draft regulation is made under the second paragraph Sections 4 to 8, 11 and 17 to 19 of the Regulations Act do not apply to a regulation made under section 331.1. 2001, c. 38, s. 93; 2002, c. 45, s. 696; 2004, c. 37, s. 90; 2006, c. 50, s. 109.

332. The Government may, by regulation, (1) determine the other forms of investment subject to this Act; (2) determine the remunerated business to which section 149 applies; (3) (paragraph repealed). 1982, c. 48, s. 332; 2001, c. 38, s. 94; 2002, c. 45, s. 692; 2009, c. 25, s. 46; 2018, c. 23, s. 711.

333. In exercising their regulatory powers, the Government, the Minister or the Authority may establish various classes of persons, securities and transactions and prescribe appropriate rules for each class. 1982, c. 48, s. 333; 1997, c. 36, s. 9; 2001, c. 38, s. 95; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

334. A regulation made under this Act may confer a discretionary power on the Authority. 1982, c. 48, s. 334; 2002, c. 45, s. 693; 2004, c. 37, s. 90.

335. Draft regulations and regulations made under section 331 shall be published in the Bulletin of the Authority. 1982, c. 48, s. 335; 1982, c. 62, s. 143; 1984, c. 41, s. 69; 1997, c. 36, s. 10; 2001, c. 38, s. 96; 2002, c. 45, s. 696; 2004, c. 37, s. 90.

335.1. The Authority shall, not later than 31 July, submit to the Minister an annual report on its regulation activities under this Act for the period ending at the end of its last fiscal year. The report must describe regulatory amendments and their impact on the securities market and on investors, and contain any other information required by the Minister. 2006, c. 50, s. 110.

335.2. The Minister shall table the report submitted under section 335.1 in the National Assembly within 30 days of its receipt or, if the Assembly is not sitting, within 30 days of resumption. 2006, c. 50, s. 110.

335.3. The competent parliamentary committee of the National Assembly may hear the Authority at least once a year to discuss the report submitted under section 335.1 and the Authority’s regulation activities. 2006, c. 50, s. 110.

336. (Omitted). 1982, c. 48, s. 336.

337. Every registration made and permission granted to distribute securities or a prospectus under the Securities Act (chapter V-1) continues to have full effect notwithstanding the replacement of the said Act by this Act. The first paragraph also applies to other decisions rendered under the said Act. Every proceeding for an offence against the Securities Act (chapter V-1) is brought or continued in accordance with the said Act. 1982, c. 48, s. 337.

338. For the application of section 68, every issuer is deemed to have made a distribution of its securities to the public (1) that was authorized by the Commission, at any time from 1 May 1955 to 19 January 1983, to make a distribution of securities under a prospectus filed with the Commission; (2) that has filed a securities exchange take-over bid circular with the Commission, at any time from 6 July 1973 to 19 January 1983. 1982, c. 48, s. 338; 2011, c. 26, s. 85.

338.1. In the case of distributions made before 6 April 1983 without observing the formalities prescribed by the Act applicable at the time of the transaction, the Authority may regularize the situation of the securities so distributed if it deems that the Authority would have issued a receipt for the prospectus if it had been submitted or would have granted a prospectus exemption if it had been applied for. 1984, c. 41, s. 70; 2004, c. 37, s. 39.

339. (Amendment integrated into section 3 of this Act). 1982, c. 48, s. 339.

340. (Amendment integrated into c. A-24, s. 19). 1982, c. 48, s. 340.

341. (Amendment integrated into c. I-3, s. 965.1). 1982, c. 48, s. 341.

342. (Amendment integrated into c. I-3, s. 965.2). 1982, c. 48, s. 342.

343. (Amendment integrated into c. I-3, s. 965.3). 1982, c. 48, s. 343.

344. (Amendment integrated into c. I-3, s. 965.6). 1982, c. 48, s. 344.

345. (Omitted). 1982, c. 48, s. 345.

346. (Amendment integrated into c. R-22, ss. 1, 2). 1982, c. 48, s. 346.

347. (Amendment integrated into c. S-24, s. 9). 1982, c. 48, s. 347.

348. The Minister of Finance is responsible for the application of this Act. 1982, c. 48, s. 348; 2002, c. 45, s. 695.

349. The appropriations voted for the application of the Securities Act (chapter V-1) are transferred to permit the application of this Act. Supplementary appropriations for the application of this Act voted for the fiscal period 1982-1983 are taken out of the Consolidated Revenue Fund. For subsequent periods, the moneys are taken out of the moneys granted annually by Parliament. 1982, c. 48, s. 349.

350. (Repealed). 1982, c. 48, s. 350; 1997, c. 36, s. 11.

351. (Repealed). 1982, c. 48, s. 351; 1984, c. 41, s. 71; 1989, c. 48, s. 256; 2002, c. 45, s. 694.

352. (Repealed). 1982, c. 48, s. 352; 1982, c. 62, s. 143; 2009, c. 25, s. 47; 2026, c. 5, s. 358.

353. (This section ceased to have effect on 19 January 1988). 1982, c. 48, s. 353; U. K., 1982, c. 11, Sch. B, Part I, s. 33.

354. (Omitted). 1982, c. 48, s. 354.

In accordance with section 17 of the Act respecting the consolidation of the statutes and regulations (chapter R-3), chapter 48 of the statutes of 1982, in force on 1 July 1983, is repealed, except the second paragraph of section 336 and section 354, effective from the coming into force of chapter V-1.1 of the Revised Statutes. In accordance with section 17 of the Act respecting the consolidation of the statutes and regulations (chapter R-3), section 339 of chapter 48 of the statutes of 1982, in force on 1 January 1984, is repealed effective from the coming into force of the updating to 1 January 1984 of chapter V-1.1 of the Revised Statutes.