Search Results | Clear Search | Previous (in doc) | Next (in doc) | Prev Doc | Next Doc
B.C. Reg. 196/97
Ministerial Regulation M244/97
Deposited June 17, 1997

Securities Act

Securities Regulation

Note: Check the Cumulative Regulation Bulletin 2015 and 2016
for any non-consolidated amendments to this regulation that may be in effect.

[includes amendments up to B.C. Reg. 238/2014, January 11, 2015]

Link to Point in Time

Contents
Part 1 — Interpretation
1Definitions
Part 2
2–6Repealed
Part 3 — Claims Under Section 15.1 of the Act
7.1Definitions
7.2Notification procedure
7.3Claims application
7.4Adjudication of claims
7.5Opportunity to be heard
7.6Advance payments
Part 4 — Investigations and Audits
8Application
9Personal service
10Form of summons or demand
11Affidavit
12Application to Supreme Court to enter premises and obtain information
Part 5 — Designation for Section 155 (1) (g) of the Act
13Offence
Part 6 — Reviews and Appeals
14Application
15Notice
16Receiving evidence
17Representation by counsel
18Decision
19When hearing public
20Sufficiency of notice
21Referral of question to commission
Part 7 — Fees
22Fees payable
23Repealed
24Fee calculation and filing requirements relating to distributions
25Additional requirement relating to distributions
26Discretionary fee reduction
27Incomplete or incorrect filings
28Repealed
29Members of the Mutual Fund Dealers Association

Part 1 — Interpretation

Definitions

1  In this regulation:

"Act" means the Securities Act;

"MTN Program" has the meaning ascribed to that term in National Instrument 44-102 Shelf Distributions;

"PREP prospectus" means a base PREP prospectus or a supplemented PREP prospectus as those terms are defined in National Instrument 44-103 Post-Receipt Pricing;

"Rules" means the Securities Rules.

[am. B.C. Regs. 388/2000, s. 1; 416/2003, s. 1; 43/2008, s. 2 (a); 225/2009, s. 1.]

Part 2

Repealed

2–6  Repealed. [B.C. Reg. 386/2003, s. 1 (a).]

Part 3 — Claims Under Section 15.1 of the Act

Definitions

7.1  In this Part:

"eligible applicant" means a person who

(a) suffered pecuniary loss as a direct result of misconduct that resulted in an order for which the commission gave notice under section 7.2,

(b) did not directly or indirectly engage in the misconduct that resulted in the order, and

(c) has not been denied a claim under section 7.4 (6);

"order" means an order made under section 155.1 (b), 157 (1) (b) or 161 (1) (g) of the Act.

[en. B.C. Reg. 91/2014, Sch. s. 1.]

Notification procedure

7.2  (1) If the commission receives money from an order, for the purpose of giving notice under section 15.1 (1) of the Act, the commission must

(a) issue a press release, and

(b) post a notice on the commission's website.

(2) A notice under subsection (1) (b) must be posted until the earlier of

(a) 3 years from the date that the notice is first posted, and

(b) the date on which all money received under the order has been paid out under this Part.

(3) A press release and a notice under subsection (1) must include the following:

(a) a description of the misconduct that resulted in the order;

(b) the name of each party to the proceeding that resulted in the order;

(c) the amount of money received by the commission from the order;

(d) a statement that a claim for the money can be made by applying to the commission.

(4) If, after the commission has posted a notice under subsection (1) (b), the commission receives additional money under the order, the commission must post on its website the total amount of money received under the order.

[en. B.C. Reg. 91/2014, Sch. s. 1.]

Claims application

7.3  (1) An application for a payment under section 15.1 of the Act must be in the required form.

(2) If a person has made an application under section 15.1 of the Act and the information provided in the application changes in a material respect so that the information provided is false or misleading, the person must report the change to the commission promptly.

[en. B.C. Reg. 91/2014, Sch. s. 1.]

Adjudication of claims

7.4  (1) If the commission determines that an applicant is an eligible applicant in respect of an order, the commission may make a payment to the eligible applicant from money received from the order.

(2) When determining the amount to be paid to an eligible applicant, the commission must consider the following:

(a) the amount of money received from the order;

(b) the loss suffered by the eligible applicant;

(c) the losses suffered by all eligible applicants;

(d) any other information the commission considers appropriate in the circumstances.

(3) When determining an applicant’s loss for the purposes of this section, the commission must not include any amount claimed by the applicant in respect of a loss of opportunity, including interest on any loss, and must consider the following:

(a) whether the applicant received or is entitled to receive compensation from other sources for the loss arising from the misconduct that resulted in the order;

(b) whether the applicant benefitted from the misconduct that resulted in the order;

(c) the results of any hedging or other risk limitation transactions made by the applicant.

(4) The commission may prorate payments among eligible applicants if, having considered the matters under subsection (2), the commission determines that the money the commission received from the order is insufficient to pay the claims of all eligible applicants.

(5) A prorated payment made to an eligible applicant must be determined in accordance with the following formula:

A X B

C

where

A = the amount of money the commission received under the order,
B = the loss suffered by the eligible applicant, and
C = the losses suffered by all eligible applicants.

(6) The commission may deny an applicant’s claim if the applicant

(a) fails to comply with section 7.3 (2), or

(b) makes a statement or provides information to the commission that, in a material respect and at the time and in the light of the circumstances in which it is made, is false or misleading, or omits facts from the statement or information necessary to make that statement or information not false or misleading.

[en. B.C. Reg. 91/2014, Sch. s. 1.]

Opportunity to be heard

7.5  Except for a decision to prorate payments under section 7.4 (4), the commission must not deny all or part of a claim without giving the applicant an opportunity to be heard.

[en. B.C. Reg. 91/2014, Sch. s. 1.]

Advance payments

7.6  The commission may make a payment to an eligible applicant, including a partial or installment payment, before the period described in section 15.1 (5) of the Act has expired.

[en. B.C. Reg. 91/2014, Sch. s. 1.]

Part 4 — Investigations and Audits

Application

8  The practices and procedures set out in this Part apply to every investigation and audit conducted under Part 17 of the Act.

Personal service

9  (1) A summons or demand for production of records and things issued by a person under section 144 of the Act must be served personally on the individual summoned or from whom the records and things are demanded.

(2) A person summoned under section 144 of the Act must be paid the fees and allowances for the person's attendance before the investigator to which a witness summoned to attend before the Supreme Court is entitled.

Form of summons or demand

10  (1) A summons to a person to appear before an investigator under section 144 (1) (a) of the Act must be in the required form.

(2) A demand for production of records and things under section 144 (1) (c) of the Act must be in the required form.

Affidavit

11  The service of a summons, the payment or tender of fees and allowances to a person summoned, the demand for production of records and things or the service of a notice on a witness may be proved by an affidavit in the required form.

Application to Supreme Court to enter premises and obtain information

12  An application for an order under section 143 (3) of the Act must be made in accordance with the Supreme Court Civil Rules.

[am. B.C. Reg. 166/2010.]

Part 5 — Designation for Section 155 (1) (g) of the Act

Offence

13  Section 24 of the Securities Rules is specified for the purpose of section 155 (1) (e) of the Act.

[am. B.C. Reg. 232/2006, Sch. s. 2.]

Part 6 — Reviews and Appeals

Application

14  This Part applies to a hearing required or permitted to be held under the Act or the regulations other than a hearing held under Part 17 of the Act.

Notice

15  In addition to any other person to whom notice is required to be given, notice in writing of the time, place and purpose of a hearing must be given to any person considered by the person presiding to be directly affected by it.

Receiving evidence

16  (1) All oral evidence received at the hearing may be taken down in writing or preserved as the person presiding directs.

(2) The oral evidence recorded, the documentary evidence and things received in evidence form the record.

Representation by counsel

17  A person attending a hearing or submitting evidence at a hearing under this Part may be represented by counsel.

Decision

18  (1) After a hearing, if the decision made at it adversely affects the right of a person to trade in securities, at the request of the person affected, the person presiding must issue written reasons for the decision.

(2) The person presiding must give notice of every decision and accompanying written reasons as soon as practicable to every person to whom notice of the hearing was given and to every person who is, in the opinion of the person presiding, directly affected by the decision.

When hearing public

19  (1) Subject to subsection (2), every hearing is open to the public.

(2) If the person presiding considers that a public hearing would be unduly prejudicial to a party or a witness and that to do so would not be prejudicial to the public interest, the person presiding may order that the public be excluded for all or part of the hearing.

Sufficiency of notice

20  Any notice required under this Part is sufficiently given if sent to the required person in accordance with section 180 of the Act or to an address directed by the person presiding.

Referral of question to commission

21  (1) If the executive director is of the opinion that a material question affecting the public interest or a novel question of policy or interpretation is raised because of

(a) an application made to the executive director,

(b) a record filed with the executive director, or

(c) a matter arising out of the exercise or performance by the executive director of an authorized power or duty,

the executive director may refer the question to the commission for determination.

(2) If a question is referred under subsection (1), the executive director must

(a) state the question in writing, setting out the facts on which it is based, and

(b) file with the commission the written question together with additional information the executive director considers relevant.

(3) The commission, without delay, must send the material filed under subsection (2) (b) to the person who made the application or who filed the document out of which the question arose.

(4) Notice of any hearing to be held by the commission under this section

(a) must be given to all persons who the commission considers or who, in the opinion of the executive director, are interested parties, and

(b) is sufficiently given if posted on a publicly accessible website maintained by the commission.

(5) The commission must consider and determine a question referred to it under this section by holding a hearing, and may remit any matter to the executive director for a decision in accordance with its determination.

[am. B.C. Reg. 386/2003, s. 1 (b).]

Part 7 — Fees

Fees payable

22  Unless otherwise prescribed, for a matter described in Column 1 the executive director must be paid the fee prescribed in Column 1 or Column 2:

Item Column 1 Column 2
1 (1) (a) Subject to paragraphs (b) and (c), for seeking or maintaining registration in any of the following:  
    (i) any category of dealer; $2 500
    (ii) any category of adviser; $1 500
    (iii) the category of investment fund manager. $1 200
  (b) If a person is seeking or maintaining registration in more than one category, only the highest applicable fee under paragraph (a) is payable.  
  (c) If a person is already registered and is seeking registration in one or more additional categories, the fee is the greater of the following:  
    (i) the highest fee under paragraph (a) for the categories applied for minus any fees already paid for maintaining registration during the calendar year, and  
    (ii) 0.  
(2) For seeking or maintaining registration in one or more of the following categories: $250
  (a) dealing representative;  
  (b) advising representative;  
  (c) associate advising representative.  
(3) A fee for maintaining registration for a calendar year must be paid on or before December 31 of the previous calendar year.  
2 to 7 Repealed. [B.C. Reg. 225/2009, s. 3.]  
8 For each day that the financial statements of a registered dealer, investment fund manager or adviser have not been filed as required under National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, unless the commission or executive director has exempted in writing the registered dealer, investment fund manager or adviser from the requirement to file financial statements $100
9   (a) Subject to paragraphs (b) and (c), for filing a preliminary prospectus, a preliminary base shelf prospectus under National Instrument 44-102 Shelf Distributions, a preliminary base PREP prospectus under National Instrument 44-103 Post-Receipt Pricing or a pro forma prospectus $2 500
  (b) For filing a preliminary or pro forma prospectus for a mutual fund $1 500
  (c) For filing a preliminary exchange offering prospectus $1 500
10 For filing a prospectus, the amount, if any, by which  
  (a) 0.02%, or  
  (b) in the case of a money market fund, 0.01%  
  of the proceeds realized by the issuer or securityholder from the distribution under the prospectus to purchasers in British Columbia exceeds the aggregate of the fees paid under item 9, which amount must be paid in accordance with sections 24 and 25  
11 For filing an annual information form by an issuer other than a mutual fund $1 000
12 For filing an amendment to a preliminary prospectus, prospectus or annual information form $250
13 For filing a technical or engineering report with  
  (a) a preliminary prospectus, pro forma prospectus, prospectus, annual information form, amendment to a preliminary prospectus or prospectus $500
  (b) an application under section 171 of the Act for revocation or variation of a decision in respect of the reactivation of a dormant issuer $500
14 For filing a notice by an issuer of its intention to offer securities under section 2.1 of National Instrument 45-106 Prospectus and Registration Exemptions of the Act, if the notice includes a rights offering memorandum or circular $500
15 For filing an application, other than an application to revoke a cease-trade order in effect for less than 91 days, to the commission or the executive director for a decision under the Act, this regulation, the Rules, another enactment or a policy statement, if no other fee for that filing is prescribed $750
16 For filing a report  
(1) (a) Repealed. [B.C. Reg. 225/2009, s. 7.]  
  (b) pursuant to the terms of an order made under section 76 of the Act, or  
  (c) under National Instrument 45-106 Prospectus and Registration Exemptions, the greater of  
    (i) $100, or  
    (ii) 0.03% or, in the case of a money market fund, 0.01%, of the proceeds realized by the issuer from the distribution of the securities described in the report to purchasers in British Columbia  
(2) Repealed. [B.C. Reg. 225/2009, s. 7.]  
17 For filing an annual financial statement by a reporting issuer, as required under National Instrument 51-102 Continuous Disclosure Obligations or National Instrument 81-106 Investment Fund Continuous Disclosure, if the statement is filed  
  (a) within the prescribed time period $600
  (b) outside the prescribed time period $800
  (c) outside the prescribed time period and the commission or the executive director has ordered, in respect of the failure to file, that trading in the securities of the issuer cease $1 100
18 For filing an interim financial statement by a reporting issuer, as required under National Instrument 51-102 Continuous Disclosure Obligations or National Instrument 81-106 Investment Fund Continuous Disclosure, if the statement is filed  
  (a) within the prescribed time period No fee
  (b) outside the prescribed time period $200
  (c) outside the prescribed time period and the commission or the executive director has ordered, in respect of the failure to file, that trading in the securities of the issuer cease $500
19 For filing a report required under section 87 of the Act, if the statement is filed  
  (a) within the prescribed time period No fee
  (b) outside the prescribed time period $50
20 For filing a take over bid circular or issuer bid circular $750
21 For filing an application under section 171 of the Act for revocation or variation of a decision in respect of the reactivation of a dormant issuer $2 500
22 For an on-site search of a paper file $6
23 For a copy of a record in the public file of the commission, for each page $0.50
24 For the certification of a record  
  (a) for the number of pages, up to and including 10, included in the record $10
  (b) for each additional page over 10 included in the record $1
25 The fees and charges for an examination or investigation by a person appointed under section 13 or 153 of the Act are an amount equal to the amount paid by the commission for the examination or investigation, not exceeding fees of $2 000 for each day of the examination or investigation plus disbursements properly incurred for the examination or investigation  
26 The fees and charges for the costs of or related to a compliance review under section 141.1, 141.2 or 141.3 of the Act are  
  (a) $100 per hour for each person involved in the compliance review  
  (b) disbursements properly incurred by the commission or the executive director or the staff of either of them  
27 The fees and charges for an investigation by a person appointed under section 142 or 147 of the Act are an amount equal to the amount paid by the commission or the minister for the investigation, not exceeding fees of $2 000 for each day of the investigation plus disbursements properly incurred for the investigation  
28 The fees and charges for the costs of or related to a hearing are  
  (a) $2 000 for each day or partial day of hearing  
  (b) $100 per hour for each person for time spent by the commission or the executive director or the staff of either of them  
  (c) disbursements properly incurred by the commission or the executive director or the staff of either of them  
  (d) fees paid to an expert or witness, to a maximum of $600 per hour for each person involved  
  (e) disbursements properly incurred by an expert retained by the commission  
  (f) fees paid for legal services, to a maximum of $400 per hour for each person involved  
  (g) disbursements properly incurred in connection with the provision of legal services to the commission  
29 For filing an application for a certificate confirming that a reporting issuer is not in default of  
  (a) filing financial statements required by the Act or the regulations $100
  (b) paying prescribed fees and charges $100
30 For filing an application for an approval of a waiver of the appointment of an auditor under section 179 (3) (b) of the Company Act $100
31 For filing an application for a consent to the restoration of a company or extraprovincial company to the register under section 262 (4) (c) of the Company Act $100

[en. B.C. Reg. 416/2003, s. 2; am. B.C. Regs. 232/2006, Sch. s. 3; 43/2008, s. 2 (b); 225/2009, ss. 2 to 8; 238/2014, App. D, s. 1.]

Repealed

23  Repealed. [B.C. Reg. 225/2009, s. 9.]

Fee calculation and filing requirements relating to distributions

24  For the purposes of the fee payable under item 10 of the table in section 22,

(a) if the prospectus relates to securities that are not distributed continuously, in circumstances where National Instrument 44-102 Shelf Distributions does not apply, the issuer or securityholder must file

(i) with the prospectus, an estimate of the proceeds that will be realized from the distribution under the prospectus to purchasers in British Columbia, accompanied by

(A) if the executive director so requires, an advance of the prescribed fee based on the estimate of the proceeds, or

(B) in any other case, an undertaking to pay the prescribed fee not more than 30 days after the completion of the distribution under the prospectus, and

(ii) not more than 30 days after the completion of the distribution under the prospectus, a notice of the proceeds realized from the distribution under the prospectus to purchasers in British Columbia and, subject to section 25, the notice must be accompanied by the prescribed fee,

(b) if the prospectus relates to securities that are distributed continuously, in circumstances where National Instrument 44-102 Shelf Distributions does not apply, the issuer or securityholder must file a notice of the proceeds realized from the distribution under the prospectus to purchasers in British Columbia, accompanied by the prescribed fee, on the date a new prospectus relating to the securities is filed,

(c) if the prospectus relates to securities that are distributed under National Instrument 44-102 Shelf Distributions the issuer or securityholder must file

(i) with the base shelf prospectus, an undertaking to pay the prescribed fee

(A) within 5 business days after the end of each month with respect to the securities sold during that month, for securities distributed continuously in circumstances other than through an MTN Program,

(B) together with the monthly filing of pricing supplements, for securities distributed continuously through an MTN Program, or

(C) within 30 days after the completion of the offering of securities for each tranche, for securities distributed on a delayed basis,

(ii) a notice stating the proceeds realized in British Columbia accompanied by the prescribed fee

(A) not more than 5 business days after the end of each month with respect to the securities sold during that month, for securities distributed continuously in circumstances other than through an MTN Program,

(B) together with the monthly filing of pricing supplements, for securities distributed continuously through an MTN Program, or

(C) within 30 days after the completion of the offering of securities for each tranche, for securities distributed on a delayed basis, and

(iii) a notice stating the proceeds realized in British Columbia, accompanied by the required fee, if any, within 30 days after the earlier of

(A) the completion of all offerings of securities under the base shelf prospectus, and

(B) the date that is 25 months after the date of filing the base shelf prospectus, or

(d) if the prospectus relates to securities that are distributed under National Instrument 44-103 Post-Receipt Pricing, the issuer or securityholder must file

(i) with the base PREP prospectus, an undertaking to pay the prescribed fee within 30 days after the completion of the distribution under the supplemented PREP prospectus, and

(ii) within 30 days after the completion of the distribution under the supplemented PREP prospectus, a notice stating the proceeds realized in British Columbia accompanied by the required fee.

[en. B.C. Reg. 416/2003, s. 3; am. B.C. Regs. 43/2008, s. 2 (c); 225/2009, s. 10.]

Additional requirement relating to distributions

25  If an advance was paid as required under section 24 (a) (i) (A), the notice filed under section 24 (a) (ii) must be accompanied by

(a) the amount by which the prescribed fee exceeds the advance, or

(b) a request for a refund of the amount by which the advance exceeds the prescribed fee.

[en. B.C. Reg. 416/2003, s. 3.]

Discretionary fee reduction

26  If the commission or the executive director considers it to be in the public interest, the commission or the executive director may order that

(a) either or both of items 22 and 23 of the table in section 22

(i) be varied by reducing the fee payable, or

(ii) do not apply in respect of a person who is a representative of the media or any class of persons who are representatives of the media, or

(b) any or all of items 25 through 28 of the table in section 22

(i) be varied by reducing the fees and charges payable, or

(ii) do not apply.

[en. B.C. Reg. 416/2003, s. 3.]

Incomplete or incorrect filings

27  If a record is filed with the commission, the executive director or a designated organization and the record has not been completed in accordance with the Act or this regulation, the commission, the executive director or the designated organization may return the record to the person by whom it has been filed, and a refund of the fee or any part of it paid upon the filing of the record must not be made unless the commission, the executive director or the designated organization otherwise directs.

[en. B.C. Reg. 416/2003, s. 3.]

Repealed

28  Repealed. [B.C. Reg. 225/2009, s. 11. ]

Members of the Mutual Fund Dealers Association

29  Until January 1, 2010, the fees prescribed for item 1 of the table in section 22 do not apply to a person who is a member of the Mutual Fund Dealers Association of Canada.

[en. B.C. Reg. 416/2003, s. 3.]

Note: this regulation revises and replaces B.C. Reg. 478/95.

[Provisions relevant to the enactment of this regulation: Securities Act, R.S.B.C. 1996, c. 418, section 183; Regulations Regulation, B.C. Reg. 394/83, Part 2]