On January 22, 2015 the Ontario Securities Commission (“OSC”) published OSC Staff Notice 13-705 (Reduced Late Fee for Certain Outside Business Activities Filings). The Notice addresses late filing fees related to outside business activities not reported on a timely basis and the availability, in certain circumstances, of fee relief in relation to such filings.
Reporting Changes to Outside Business Activities Approved Persons must report outside business activities (“OBA”) on Form 33-109F4 Registration of Individuals and Review of Permitted Individuals (“Form 33-109F4”). Changes to an Approved Person’s previously reported OBA must be reported by submitting to the regulator a completed Form 33-109F5 Change of Registration Information (“Form 33-109F5”). Under OSC Rule 13-502 Fees, a late fee of $100 per business day is payable for the late filing of Form 33-109F5, up to a maximum late fee of $5000 for all documents required to be filed or delivered by a firm in a calendar year.
Recent Amendments to NI 31-103
The Canadian Securities Administrators (“CSA”) recently published final amendments to National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (“NI 31-103”) and the Companion Policy to the Instrument. These amendments became effective on January 11, 2015. Changes to the Companion Policy included additional guidance respecting conflicts of interest in relation to OBA.
As set out in OSC Staff Notice 13-705, some market participants believe that the additional Companion Policy guidance respecting OBAs is a new requirement that would require them to submit a completed Form 33-109F5 in respect of previously existing OBAs. As some of these OBAs have been in place for a number of years, concern has been expressed that significant late filing fees could be incurred. As a result, OSC staff has indicated that late fee relief may be appropriate, in certain circumstances, to allow market participants to “catch up” with Form 33-109F5 filings related to previously existing OBAs.
Eligibility and Procedures for Fee Relief
OSC Staff Notice 13-705 sets out eligibility requirements and procedures for fee relief. To apply for fee relief related to a late OBA filing, the Staff Notice indicates that firms should complete all of the specified steps by no later than March 27, 2015.
To view OSC Staff Notice 13-705, please go to: www.osc.gov.on.ca.