B.C. Reg. 194/97
British Columbia Securities Commission
Deposited June 12, 1997

Securities Act

Securities Rules

Note: Check the Cumulative Regulation Bulletin 2014
for any non-consolidated amendments to this regulation that may be in effect.

[includes amendments up to B.C. Reg. 104/2010, September 28, 2010]

Point in Time

Contents
Part 1 — Interpretation
1Interpretation
2Repealed
3Preparation of financial statements
4Disclosure of securities beneficially owned
Part 2 — The Commission
Part 3 — Financial Administration
Part 4 — Self Regulatory Bodies and Exchanges
Part 5 — Registration
 Division 1 — General
5Interpretation
 Division 2 — Interpretation of "Limited Dealer"
6Limited Dealer — Mortgage Brokers Act Regulations
7-13Repealed
 Division 3 — Registration — General
14Fair dealing with clients
15-18Repealed
 Division 4 — Capital and Bonding
19-20Repealed
21-22Repealed
23Compensation or contingency trust fund
24-25Repealed
 Division 5
26-42Repealed
 Division 6 — Client Accounts and Statements of Account and Portfolio
43-48Repealed
49-50Repealed
51Repealed
52Change in ownership or sale of account
53Repealed
54Repealed
55-59Repealed
 Division 7
60-63Repealed
 Division 8
64-68Repealed
 Division 9
69-72Repealed
 Division 10
73-74Repealed
 Division 11
75-77Repealed
78Repealed
79-83Repealed
84Repealed
85Repealed
Part 6
86-90Repealed
91Repealed
92Repealed
Part 7 — Trading in Securities Generally
93Representations prohibited
94Submission of advertising
Part 8 — Trading in Exchange Contracts
Part 9 — Prospectus
 Division 1
95-99Repealed
100–105Repealed
106-108Repealed
109–110Repealed
 Division 2
111-114Repealed
115Repealed
116-119Repealed
 Division 3 — Receipts on Filing
120Refusal to issue a receipt for prospectus
 Division 4
121-126Repealed
Part 10 — Exemptions from Prospectus Requirements
 Division 1
127Repealed
 Division 2
128Repealed
129Repealed
130Repealed
131Repealed
132Repealed
 Division 3
133–134Repealed
 Division 4 — Filings
135Repealed
136Repealed
137Reports by control person of a reporting issuer
138Repealed
139Repealed
 Division 5
140–143Repealed
Part 11 — Circulation of Materials
Part 12 — Continuous Disclosure
 Division 1
144–145Repealed
146–149Repealed
150Repealed
 Division 2 — Filing
151–152Repealed
153Filing of material sent to security holders or filed in other jurisdictions
154Filing of records filed in another jurisdiction
 Division 3 — Insider Reporting
155Repealed
155.1Repealed
156-157Repealed
158Early report by control person
159Filing in other jurisdictions
160Repealed
 Division 4
161Repealed
Part 13
162-172Repealed
173Repealed
174Repealed
175Repealed
176-180Repealed
Part 14 — Proxies
 Division 1 — Rights of Beneficial Owner of Securities
181Interpretation
182Meeting information and voting instructions
183–184Repealed
Part 15 — Self Dealing
Part 16 — Civil Liability
184.1Document prescribed for section 132.1 of the Act
184.2Document and time period prescribed for section 135.1 of the Act
184.3Document prescribed for section 138.1 of the Act
184.4Limits on liability
185Amount prescribed for section 139 of the Act
Part 16.1 — Civil Liability For Secondary Market Disclosure
185.1Market capitalization calculation
185.2Definitions
185.3Prescribed trades subject to civil liability remedy
Part 17 — Investigations and Audits
Part 18 — Enforcement
186Reactivation of dormant issuer
187Reactivation of dormant exchange contract
187.1Calculation of profit
Part 19 — Reviews and Appeals
Part 20 — General Provisions
 Division 1 — Miscellaneous
188Escrow agent
189Execution and certification of documents
190Execution and certification of SEDI documents

Part 1 — Interpretation

Interpretation

1  (1) In these rules:

"Act" means the Securities Act;

"branch office", in relation to a dealer or adviser, means a location, including a residence, where the dealer or adviser carries on any business as a dealer or adviser, either alone or through one or more individuals, but does not include

(a) the dealer's or adviser's chief place of business, or

(b) a location where the dealer or adviser carries on business for 50 or fewer days in any calendar year;

"commodity pool" has the meaning ascribed to that term in National Instrument 81-104 Commodity Pools;

"exercise price" means the price at which a holder of an option has the right to buy or sell the specified asset that is the subject of the option;

"forward contract" means a futures contract or an option on a futures contract that is not an exchange contract;

"Joint Regulatory Financial Questionnaire and Report" means a record, in the required form, of the same name;

"market value" means

(a) if used with reference to a security that is listed and posted for trading on an exchange, the bid price or, if sold short, the ask price, as shown on the exchange quotation sheets at the close of business on the relevant date or last trading day before the relevant date, subject to an appropriate adjustment if an unusually large or unusually small quantity of securities is being valued,

(b) if used with reference to a security that is not listed and posted for trading on an exchange,

(i)   a reasonable value determined on the basis of values shown in published market reports or inter-dealer quotation sheets on the relevant date or last trading day before the relevant date,

(ii)   a value that would be more appropriate than the value assigned under subparagraph (i) when all the prevailing circumstances are taken into account, or

(iii)   a value determined by the commission if the commission considers that another value is more appropriate in light of all the circumstances, including a value of zero if no published market report or inter-dealer quotation sheet exists for the security, and

(c) if used with reference to an exchange contract, the settlement price on the relevant date or last trading day before the relevant date

"NI 45-102" means National Instrument 45-102 Resale of Securities;

"NI 51-102" means National Instrument 51-102 Continuous Disclosure Obligations;

"NI 52-107" means National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency;

"NI 71-102" means National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers;

"NI 81-101" means National Instrument 81-101 Mutual Fund Prospectus Disclosure;

"NI 81-102" means National Instrument 81-102 Mutual Funds;

"NI 81-106" means National Instrument 81-106 Investment Fund Continuous Disclosure.

(2) In a commission rule, including these rules:

"auditor" means a person that is qualified under section 3 (5) to make an auditor's report;

"auditor's report" means

(a) a Canadian auditor's report, or

(b) in the case of an issuer incorporated or organized in a jurisdiction other than Canada or a province of Canada

(i)   a Canadian auditor's report, or

(ii)   a foreign auditor's report;

"Canadian auditor's report" means an auditor's report prepared in accordance with Canadian GAAS;

"Canadian GAAP" means generally accepted accounting principles determined with reference to the Handbook;

"Canadian GAAS" means generally accepted auditing standards determined with reference to the Handbook;

"foreign auditor's report" means, for an issuer that is incorporated or organized in a jurisdiction other than Canada or a province of Canada, an auditor's report that is required in the incorporating or organizing jurisdiction under the applicable legislation, and, subject to the requirements dealing with auditor's reports in such legislation, if a recommendation has been made by an association in the incorporating or organizing jurisdiction that is the equivalent of the Canadian Institute of Chartered Accountants, the report recommended by that equivalent association;

"foreign GAAP" means, for an issuer that is incorporated or organized in a jurisdiction other than Canada or a province of Canada, the generally accepted accounting principles that are required in the incorporating or organizing jurisdiction under the applicable legislation, and, subject to the requirements dealing with generally accepted accounting principles in such legislation, if a recommendation has been made by an association in the incorporating or organizing jurisdiction that is the equivalent of the Canadian Institute of Chartered Accountants, the principles recommended by that equivalent association;

"foreign GAAS" means, for an issuer that is incorporated or organized in a jurisdiction other than Canada or a province of Canada, the generally accepted auditing standards that are required in the incorporating or organizing jurisdiction under the applicable legislation, and, subject to the requirements dealing with generally accepted auditing standards in such legislation, if a recommendation has been made by an association in the incorporating or organizing jurisdiction that is the equivalent of the Canadian Institute of Chartered Accountants, the standards recommended by that equivalent association;

"generally accepted accounting principles" means

(a) Canadian GAAP, or

(b) in the case of an issuer incorporated or organized in a jurisdiction other than Canada or a province of Canada

(i)   Canadian GAAP, or

(ii)   foreign GAAP;

"generally accepted auditing standards" means

(a) Canadian GAAS, or

(b) in the case of an issuer incorporated or organized in a jurisdiction other than Canada or a province of Canada

(i)   Canadian GAAS, or

(ii)   foreign GAAS;

"Handbook" means the Handbook of the Canadian Institute of Chartered Accountants, as amended from time to time;

"review engagement report" means a review engagement report prepared in accordance with the Handbook.

[am. B.C. Regs. 3/2000, s. 1; 174/2001, Sch. s. 1; 269/2001, s. 1 (a); 69/2002, s. 1; 40/2003, s. 1; 109/2004, s. 1; 113/2004, s. 1; 218/2005, App. H, s. 1; 59/2008, App. B, s. 1; 215/2008, s. 1; 228/2009, Sch. A, s. 1.]

Repealed

2  Repealed. [B.C. Reg. 228/2009, Sch. A, s. 2.]

Preparation of financial statements

3  (1) to (4) Repealed. [B.C. Reg. 228/2009, Sch. A s. 3 (a).]

(5) For the purposes of section 3.3 of NI 52-107, a person is authorized to sign an auditors report if the person is independent of the person that is required to file the financial statements and

(a) the person is a member of, or is a partnership whose partners are members of, and is authorized to carry on the practice of public accounting by, the institute of chartered accountants of a province or territory of Canada,

(b) the person is a member of, or is a partnership whose partners are members of, and is authorized to carry on the practice of public accounting by, the Certified General Accountants Association of British Columbia,

(c) the person is certified as an auditor by the Auditor Certification Board established under section 221 of the Business Corporations Act, or

(d) the person

(i)   has qualifications as an auditor that the executive director considers are similar to the qualifications for membership in the Institute of Chartered Accountants of British Columbia or the Certified General Accountants Association of British Columbia, and

(ii)   is authorized, by the appropriate authority in the jurisdiction in which the auditor is qualified, to carry on the practice of public accounting, and to report on the financial statements of issuers or registrants.

(6) to (8) Repealed. [B.C. Reg. 228/2009, Sch. A, s. 3 (c).]

(9) Repealed. [B.C. Reg. 218/2005, App. H, s. 4.]

(10) and (11) Repealed. [B.C. Reg. 109/2004, s. 4 (e).]

(12) to (14) Repealed. [B.C. Reg. 218/2005, App. H, s. 4.]

[am. B.C. Regs. 127/2001, s (a); 109/2004, s. 3; 218/2005, App. H, ss. 2 to 4;

59/2008, App. B, s. 2; 228/2009, Sch. A, s. 3.]

Disclosure of securities beneficially owned

4  (1) If the Act or the regulations requires the disclosure of the number or percentage of securities beneficially owned by a person and, under section 1 (4) of the Act, one or more corporations will also have to be shown as beneficially owning the securities, a statement

(a) disclosing all the securities beneficially owned by the person or deemed to be beneficially owned, and

(b) indicating whether the ownership is direct or indirect and, if indirect, indicating

(i)   the name of the controlled corporation or corporation affiliated with the controlled corporation through which the securities are indirectly owned, and

(ii)   the number or percentage of the securities so owned by the corporation,

is sufficient disclosure without disclosing the name of any other corporation which is deemed to beneficially own the same securities.

(2) If the Act or the regulations requires the disclosure of the number or percentage of securities beneficially owned by a corporation and, under section 1 (4) of the Act, one or more other corporations will also have to be shown as beneficially owning the securities, a statement

(a) disclosing all securities beneficially owned or deemed to be beneficially owned by the parent corporation, and

(b) indicating whether the ownership is direct or indirect and, if indirect, indicating

(i)   the name of the subsidiary through which the securities are indirectly owned, and

(ii)   the number or percentage of the securities so owned,

is deemed sufficient disclosure without disclosing the name of any other corporation which is deemed to beneficially own the same securities.

(3) Despite subsections (1) and (2), an insider that is a corporation that is required to report its ownership under National Instrument 55-104 Insider Reporting Requirements and Exemptions must report its ownership in accordance with that instrument.

[am. B.C. Reg. 104/2010, Sch. B, s. 1.]

Part 2 — The Commission

Part 3 — Financial Administration

Part 4 — Self Regulatory Bodies and Exchanges

Part 5 — Registration

Division 1 — General

Interpretation

5  In this Part "risk adjusted capital" means the amount of risk adjusted capital determined under the Joint Regulatory Financial Questionnaire and Report.

Division 2 — Interpretation of "Limited Dealer"

Limited Dealer — Mortgage Brokers Act Regulations

6  In these rules "limited dealer" means a person registered in a category other than the category of investment dealer.

[en. B.C. Reg. 226/2009, Sch. C, s. 1 (b).]

Repealed

7-13  Repealed. [B.C. Reg. 226/2009, Sch. C, s. 1 (c).]

Division 3 — Registration — General

Fair dealing with clients

14  (1) A registrant must deal fairly, honestly and in good faith with the clients of the registrant.

(2) A registered

(a) dealing representative, or

(b) advising representative,

of a dealer or adviser must deal fairly, honestly and in good faith with the clients of the dealer or adviser.

[am. B.C. Reg. 226/2009, Sch. C, s. 2.]

Repealed

15-18  Repealed. [B.C. Reg. 226/2009, Sch. C, s. 3.]

Division 4 — Capital and Bonding

Repealed

19-20  Repealed. [B.C. Reg. 226/2009, s. (c).]

Repealed

21-22  Repealed. [B.C. Reg. 226/2009, s. (b).]

Compensation or contingency trust fund

23  (1) A dealer, other than a security issuer or scholarship plan dealer, must participate in and contribute to a compensation fund or contingency trust fund approved by the executive director and established by

(a) a self regulatory body or an exchange recognized under section 24 (1) or (2) of the Act, or

(b) a trust company.

(2) A dealer must contribute an amount of money to a fund referred to in subsection (1) equal to the amount that the self regulatory body, exchange or, in the case of a fund established by a trust company, the executive director requires.

(3) The executive director may exempt a dealer that does not hold funds or securities of its clients from the requirements of subsection (1).

Repealed

24-25  Repealed. [B.C. Reg. 226/2009, s. (c).]

Division 5

Repealed

26-42  Repealed. [B.C. Reg. 226/2009, Sch. C, s. 9.]

Division 6 — Client Accounts and Statements of Account and Portfolio

Repealed

43-48  Repealed. [B.C. Reg. 226/2009, Sch. C, s. 10.]

Repealed

49-50  Repealed. [B.C. Reg. 226/2009, s. (c).]

Repealed

51  Repealed. [B.C. Reg. 226/2009, Sch. C, s. 13.]

Change in ownership or sale of account

52  (0.1) Spent.

(1) Repealed. [B.C. Reg. 226/2009, s. (c).]

(2) Repealed. [B.C. Reg. 226/2009, Sch. C, s. 14 (ii).]

[am. B.C. Regs. 57/2001, s. 9; 226/2009, Sch. C, s. 14; 226/2009, s. (c).]

Repealed

53  Repealed. [B.C. Reg. 226/2009, s. (b).]

Repealed

54  Repealed. [B.C. Reg. 226/2009, s. (c).]

Repealed

55-59  Repealed. [B.C. Reg. 226/2009, Sch. C, s. 17.]

Division 7

Repealed

60-63  Repealed. [B.C. Reg. 226/2009, Sch. C, s. 18.]

Division 8

Repealed

64-68  Repealed. [B.C. Reg. 226/2009, Sch. C, s. 18.]

Division 9

Repealed

69-72  Repealed. [B.C. Reg. 226/2009, Sch. C, s. 18.]

Division 10

Repealed

73-74  Repealed. [B.C. Reg. 226/2009, Sch. C, s. 18.]

Division 11

Repealed

75-77  Repealed. [B.C. Reg. 226/2009, Sch. C, s. 18.]

Repealed

78  Repealed. [B.C. Reg. 311/2001, s. 3.]

Repealed

79-83  Repealed. [B.C. Reg. 226/2009, Sch. C, s. 18.]

Repealed

84  Repealed. [B.C. Reg. 174/2001, s. 5.]

Repealed

85  Repealed. [B.C. Reg. 226/2009, Sch. C, s. 18.]

Part 6

Repealed

86-90  Repealed. [B.C. Reg. 226/2009, Sch. C, s. 19.]

Repealed

91  Repealed. [B.C. Reg. 69/2002, s. 5.]

Repealed

92  Repealed. [B.C. Reg. 226/2009, Sch. C, s. 19.]

Part 7 — Trading in Securities Generally

Representations prohibited

93  For the purposes of section 50 (2) of the Act the prescribed amount is $50 000.

Submission of advertising

94  (1) If the executive director has given a person that is a dealer, adviser, underwriter or issuer an opportunity to be heard, and is satisfied that the person's past conduct in the use of advertising and sales literature makes it necessary for the protection of the public, the executive director may order the person to file copies of all advertising and sales literature that the dealer, adviser, underwriter or issuer proposes to use in connection with trading in securities or exchange contracts at least 7 days before the advertising and sales literature is used.

(2) If an order is made under subsection (1), the executive director may, after examining the advertising and literature delivered to the executive director, prohibit their use or require that deletions or changes be made in them.

Part 8 — Trading in Exchange Contracts

Part 9 — Prospectus

Division 1

Repealed

95-99  Repealed. [B.C. Reg. 59/2008, App. B, s. 3.]

Repealed

100–105  Repealed. [B.C. Reg. 3/2000, s. 4.]

Repealed

106-108  Repealed. [B.C. Reg. 59/2008, App. B, s. 3.]

Repealed

109–110  Repealed. [B.C. Reg. 342/2003, s. (h).]

Division 2

Repealed

111-114  Repealed. [B.C. Reg. 59/2008, App. B, s. 3.]

Repealed

115  Repealed. [B.C. Reg. 411/2007, s. (d).]

Repealed

116-119  Repealed. [B.C. Reg. 59/2008, App. B, s. 3.]

Division 3 — Receipts on Filing

Refusal to issue a receipt for prospectus

120  (1) In this section, "underwriter" means an underwriter that has signed a certificate included in a prospectus under section 5.9 (1) of National Instrument 41-101.

(2) The executive director must not issue a receipt for a prospectus if it appears to the executive director that

(a) the prospectus or any document required to be filed with it

(i)   does not comply in any substantial respect with any of the requirements of the Act or the regulations,

(ii)   contains any statement, promise, estimate or forward-looking information that is misleading, false or deceptive, or

(iii)   contains a misrepresentation,

(b) an unconscionable consideration has been paid or given, or is intended to be paid or given, for any services or promotional purposes or for the acquisition of property,

(c) the aggregate of

(i)   the proceeds from the sale of the securities under the prospectus that are to be paid into the treasury of the issuer, and

(ii)   the other resources of the issuer

is insufficient to accomplish the purpose of the issue stated in the prospectus,

(d) the issuer cannot reasonably be expected to be financially responsible in the conduct of its business because of the financial condition of

(i)   the issuer,

(ii)   any of the issuer's officers, directors, promoters, or control persons, or

(iii)   the investment fund manager of the issuer or any of the investment fund manager's officers, directors or control persons,

(e) the business of the issuer may not be conducted with integrity and in the best interests of the security holders of the issuer because of the past conduct of

(i)   the issuer,

(ii)   any of the issuer's officers, directors, promoters or control persons, or

(iii)   the investment fund manager of the issuer or any of the investment fund manager's officers, directors or control persons,

(f) a person that has prepared or certified any part of the prospectus, or that is named as having prepared or certified a report or valuation used in connection with the prospectus, is not acceptable,

(g) an escrow or pooling agreement in the form that the executive director considers necessary or advisable with respect to the securities has not been entered into,

(h) adequate arrangements have not been made for the holding in trust of the proceeds payable to the issuer from the sale of the securities pending the distribution of the securities, or

(i) the directors and officers of the issuer or the directors and officers of the investment fund manager of the issuer lack the knowledge and expertise necessary to conduct the business of the issuer in the best interests of the security holders of the issuer.

(3) to (6) Repealed. [B.C. Reg. 59/2008, App. B, s. 6.]

[am. B.C. Regs. 109/2004, s. 4; 59/2008, App. B, ss. 4 to 6.]

Division 4

Repealed

121-126  Repealed. [B.C. Reg. 59/2008, App. B, s. 7.]

Part 10 — Exemptions from Prospectus Requirements

Division 1

Repealed

127  Repealed. [B.C. Reg. 269/2001, s. 1 (d).]

Division 2

Repealed

128 

(a) to (c) Repealed. [B.C. Reg. 69/2002, s. 7 (a).]

(d) Repealed. [B.C. Reg. 269/2001, s. 1 (d).]

(e) to (g) Repealed. [B.C. Reg. 227/2009, App. s. 1 (f) (i).]

(h) and (i) Repealed. [B.C. Reg. 269/2002, s. 7 (c).]

[am. B.C. Regs. 269/2001, s. 1 (d); 69/2002, s. 7; 227/2009, App. s. 1 (f) (i).]

Repealed

129  Repealed. [B.C. Reg. 227/2009, App. s. 1 (f) (i).]

Repealed

130  Repealed. [B.C. Reg. 69/2002, s. 8.]

Repealed

131  Repealed. [B.C. Reg. 227/2009, App. s. 1 (f) (i).]

Repealed

132  Repealed. [B.C. Reg. 269/2001, s. 1 (d).]

Division 3

Repealed

133–134  Repealed. [B.C. Reg. 69/2002, s. 10.]

Division 4 — Filings

Repealed

135  Repealed. [B.C. Reg. 69/2002, s. 10.]

Repealed

136  Repealed. [B.C. Reg. 227/2009, App. s. 1 (f) (i).]

Reports by control person of a reporting issuer

137  (1) If a control person of a reporting issuer distributes a security under an order issued under section 76 (1) of the Act, the control person must file a report in the form required under section 87 of the Act on or before the 3rd day after the distribution.

(2) On application by a control person of a reporting issuer or on the commission's or executive director's own motion, the commission or executive director, if the commission or executive director considers that to do so would not be prejudicial to the public interest, may order that section 137 (1) does not apply to a trade, intended trade or control person or class of trades, intended trades or control persons.

[am. B.C. Regs. 230/2001, Sch. s. 1; 227/2009, s. App. s. 1 (f) (ii).]

Repealed

138  Repealed. [B.C. Reg. 69/2002, s. 10.]

Repealed

139  Repealed. [B.C. Reg. 227/2009, s. 1 (f) (i).]

Division 5

Repealed

140–143  Repealed. [B.C. Reg. 269/2001, s. 1 (f).]

Part 11 — Circulation of Materials

Part 12 — Continuous Disclosure

Division 1

Repealed

144–145  Repealed. [B.C. Reg. 57/2008, s. (f).]

Repealed

146–149  Repealed. [B.C. Reg. 218/2005, App. H, s. 17.]

Repealed

150  Repealed. [B.C. Reg. 113/2004, s. 4.]

Division 2 — Filing

Repealed

151–152  Repealed. [B.C. Reg. 218/2005, s. (j) and App. H, s. 17.]

Filing of material sent to security holders or filed in other jurisdictions

153  (1) Subject to subsection (3), an investment fund that is a reporting issuer must file a copy of any record that it

(a) Repealed. [B.C. Reg. 218/2005, App. H, s. 18.]

(b) files with a government of another jurisdiction, or an agency of that government, or with an exchange wherever situate, under the securities or corporate law of that jurisdiction or under the bylaws, rules, other regulatory instruments or policies of that exchange, if the record contains information that is

(i)   not already filed with the commission, whether in the same or a different form, and

(ii)   material to investors.

(2) An investment fund that is a reporting issuer must file the records under subsection (1) within 7 days after the issuer

(a) Repealed. [B.C. Reg. 218/2005, App. H, s. 18.]

(b) files the records referred to in subsection (1) (b) with the comparable body or exchange.

(3) Repealed. [B.C. Reg. 218/2005, App. H, s. 18.]

[am. B.C. Regs. 113/2004, s. 5; 218/2005, App. H, s. 18.]

Filing of records filed in another jurisdiction

154  If an investment fund is a reporting issuer, and the laws of the jurisdiction in which the investment fund carries on business, or in which the investment fund was incorporated, organized or continued, require the investment fund to file substantially the same information in that jurisdiction as is required by these rules, the investment fund may comply with the filing requirements of these rules by filing a copy of the press release, timely disclosure report, information circular or financial statements and auditor's report, as the case may be, required by that jurisdiction, if those records are signed and certified in accordance with section 189.

[en. B.C. Reg. 113/2004, s. 6.]

Division 3 — Insider Reporting

Repealed

155  Repealed. [B.C. Reg. 72/2004.]

Repealed

155.1  Repealed. [B.C. Reg. 104/2010, Sch. B, s. 2.]

Repealed

156-157  Repealed. [B.C. Reg. 104/2010, Sch. B, s. 2.]

Early report by control person

158  If a control person files a report under section 137 the control person is not required to file a report under section 87 of the Act.

[am. B.C. Reg. 230/2001, Sch. s. 3.]

Filing in other jurisdictions

159  (1) Subject to subsection (2), if the laws of the jurisdiction in which the reporting issuer carries on business or in which the reporting issuer was incorporated, organized or continued require substantially the same reports in that jurisdiction as are required by section 87 of the Act, the filing requirements of section 87 of the Act are satisfied by filing the reports which are required by the laws of the other jurisdiction and which are signed or certified as set out in section 189.

(2) Subsection (1) does not apply to insiders that are required to file insider reports in electronic format under National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI).

[en. B.C. Reg. 230/2001, Sch. s. 4.]

Repealed

160  Repealed. [B.C. Reg. 139/2001.]

Division 4

Repealed

161  Repealed. [B.C. Reg. 397/2007, s. 3.]

Part 13

Repealed

162-172  Repealed. [B.C. Reg. 21/2008, Sch. B. s. 1.]

Repealed

173  Repealed. [B.C. Reg. 84/2000.]

Repealed

174  Repealed. [B.C. Reg. 21/2008, Sch. B. s. 1.]

Repealed

175  Repealed. [B.C. Reg. 84/2000.]

Repealed

176-180  Repealed. [B.C. Reg. 21/2008, Sch. B. s.1.]

Part 14 — Proxies

Division 1 — Rights of Beneficial Owner of Securities

Interpretation

181  (1) In this Part:

"securityholder" has the same meaning as in section 116 of the Act;

"solicit" has the same meaning as in section 1.1 of National Instrument 51-102 Continuous Disclosure Obligations.

(2) In section 182:

"custodian" means a custodian of securities issued by an investment fund and held for the benefit of plan holders under a custodial agreement or other arrangement;

"record date" means the date determined under section 171 of the Business Corporations Act.

[am. B.C. Regs. 218/2005, App. H, s. 19; 59/2008, App. B, s. 9.]

Meeting information and voting instructions

182  (1) In this section:

"NI 54-101" means National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer;

"other relevant material" includes a bid circular, a director's circular and a director's or officer's circular within the meaning of Part 13 of the Act.

(2) Subject to subsections (3) and (4), if

(a) a registrant or custodian receives a notice of a meeting of an issuer's securityholders or other relevant material,

(b) the registrant or custodian, or its nominee, as the case may be, is a registered securityholder of that issuer at the record date for notice of that meeting or at the date of the other relevant material, as the case may be,

(c) the security is not beneficially owned by the registrant or custodian, and

(d) the registrant or custodian knows the name and address of the beneficial owner of the security,

the registrant or custodian must send, without delay, a copy of any notice, financial statement, information circular or other relevant material received from the reporting issuer or its agent to the beneficial owner.

(3) Subsection (2) does not apply to a registrant or custodian if the beneficial owner of the security referred to in subsection (2) has not declined to receive the material and has not agreed to pay the reasonable costs of sending the material under that subsection.

(4) On request, the reporting issuer or its agent, at its own expense, must send the required number of copies of the notice, statement, circular or other relevant material referred to in subsection (2) to the registrant or custodian, as the case may be.

(5) If the beneficial owner instructs or requests the registrant or custodian to do so, the registrant or custodian must, in accordance with the instructions or request,

(a) vote the security or give a proxy requiring a nominee to vote the security, or

(b) if requested in the instructions, give the beneficial owner or beneficial owner's nominee a proxy enabling one of them, as specified in the request, to vote the security.

(6) Subsections (2), (4) and (5) do not apply to a registrant if the registrant has been notified that the notice, financial statement, information circular or other relevant material will be sent under National Instrument 54-101.

[am. B.C. Reg. 154/2002, s. 2.]

Repealed

183–184  Repealed. [B.C. Reg. 218/2005, App. H, s. 20.]

Part 15 — Self Dealing

Part 16 — Civil Liability

Document prescribed for section 132.1 of the Act

184.1  For the purpose of section 132.1 of the Act, the prescribed disclosure document is the offering memorandum required to be delivered to a purchaser of a security under section 2.9 of National Instrument 45-106 Prospectus and Registration Exemptions.

[en. B.C. Reg. 260/2002; am. B.C. Reg. 269/2005, Sch. E, s. 4.]

Document and time period prescribed for section 135.1 of the Act

184.2  For the purpose of section 135.1 of the Act,

(a) the prescribed disclosure document is an offering memorandum required to be delivered to a purchaser of a security under section 2.9 of National Instrument 45-106 Prospectus and Registration Exemptions, and

(b) the prescribed time is two business days after the purchaser signs the agreement to purchase the securities.

[en. B.C. Reg. 260/2002; am. B.C. Reg. 269/2005, Sch. E, s. 5.]

Document prescribed for section 138.1 of the Act

184.3  For the purpose of section 138.1 of the Act, the prescribed disclosure document is the offering memorandum required to be delivered to a purchaser of a security under section 2.9 of National Instrument 45-106 Prospectus and Registration Exemptions.

[en. B.C. Reg. 260/2002; am. B.C. Reg. 269/2005, Sch. E, s. 6.]

Limits on liability

184.4  For the purpose of section 136 (3) (b) of the Act, the amount is equal to triple the profit made by all persons, or the losses avoided by all persons, because of the misconduct.

[en. B.C. Reg. 397/2007, s. 5.]

Amount prescribed for section 139 of the Act

185  For the purpose of section 139 (1) of the Act, the prescribed amount is $50 000.

Part 16.1 — Civil Liability For Secondary Market Disclosure

Market capitalization calculation

185.1  In this Part, "equity security" means any security of an issuer that carries a residual right to participate in the earnings of the issuer and, on the liquidation or winding up of the issuer, in its assets.

[en. B.C. Reg. 215/2008, s. 4.]

Definitions

185.2  For the purposes of Part 16.1 of the Act and this Part,

"market capitalization" means, in respect of an issuer, the amount determined as follows:

(a) For each class of equity securities for which there is a published market, determine the sum of the number of outstanding securities of the class at the close of trading on each of the 10 trading days before the day on which the misrepresentation was made or the failure to make timely disclosure first occurred;

(b) Divide the sum determined under paragraph (a) by 10;

(c) Multiply the quotient determined under paragraph (b) for each class by the trading price of the securities of the class on the principal market for the securities for the 10 trading days before the day on which the misrepresentation was made or the failure to make timely disclosure first occurred;

(d) Add the amounts determined under paragraph (c) for each class of equity securities for which there is a published market;

(e) For each class of equity securities not traded on a published market, determine the fair market value of the outstanding securities of that class as of the day on which the misrepresentation was made or the failure to make timely disclosure first occurred;

(f) Add the amounts determined under paragraph (e) for each class of equity securities not traded on a published market;

(g) Add the amount determined under paragraph (d) to the amount determined under paragraph (f) to determine the "market capitalization" of the issuer.

"principal market" means, in respect of a class of securities of a responsible issuer,

(a) the published market in Canada on which the greatest volume of trading in securities of that class occurred during the 10 trading days before the day on which the misrepresentation was made or the failure to make timely disclosure first occurred, or

(b) the published market on which the greatest volume of trading in securities of that class occurred during the 10 trading days before the day on which the misrepresentation was made or the failure to make timely disclosure first occurred, if securities of that class are not traded during those 10 trading days on a published market in Canada.

"trading price" means, in respect of a security of a class of securities for which there is a published market, the amount determined as follows:

(a) Subject to paragraphs (b) and (c), the trading price of the security is the volume weighted average price of securities of that class on the published market during the period for which the trading price is to be determined;

(b) Subject to paragraph (c), if there was trading in the securities of that class on the published market on fewer than half of the trading days during the period for which the trading price of the securities is to be determined, the trading price of the security is determined as follows:

(i)   Calculate the sum of the average of the highest bid and lowest ask prices for each trading day in the period on which there were no trades in securities of that class in the published market;

(ii)   Divide the amount determined under subparagraph (i) by the number of trading days on which there were no trades in securities of that class in the published market;

(iii)   Add to the amount determined under subparagraph (ii) the volume weighted average price of securities of that class on the published market for those trading days on which securities of that class were traded;

(iv)   Divide by two the amount determined under subparagraph (iii);

(c) If there were no trades of securities of that class in the published market during the period for which the trading price is to be determined, the trading price of the security is the fair market value of the security.

[en. B.C. Reg. 215/2008, s. 4.]

Prescribed trades subject to civil liability remedy

185.3  (1) Part 16.1 of the Act applies to an acquisition of an issuer's security pursuant to an exemption from section 61 of the Act that is set out in section 2.8 of NI 45-102 and, for greater certainty, the class of acquisitions described in this subsection is prescribed for the purposes of section 140.2 (b) of the Act.

(2) Part 16.1 of the Act applies to the acquisition or disposition of an issuer's security in connection with or pursuant to a take-over bid that is exempt under section 4.1, 4.4 or 4.5 of Multilateral Instrument 62-104 Take-Over Bids and Issuer Bids or an issuer bid that is exempt under section 4.8, 4.10 or 4.11 of Multilateral Instrument 62-104 Take-Over Bids and Issuer Bids and, for greater certainty, the class of acquisitions and the class of dispositions described in this subsection are prescribed for the purposes of clause 140.2 (c) of the Act.

[en. B.C. Reg. 215/2008, s. 4.]

Part 17 — Investigations and Audits

Part 18 — Enforcement

Reactivation of dormant issuer

186  If the commission or the executive director has ordered under section 164 (1) of the Act that all persons cease trading in a specified security or class of securities and that order has been in effect for more than 90 days, the issuer, concurrently with filing the required record or information referred to in the order, must file additional records or additional information about the issuer that the commission or the executive director considers necessary to determine whether trading in the specified security or class of securities, as the case may be, is prejudicial to the public interest.

Reactivation of dormant exchange contract

187  If the commission or the executive director has ordered under section 164 (1) of the Act that all persons cease trading in a specified exchange contract or class of exchange contract and that order has been in effect for more than 90 days, the exchange on which the exchange contract is traded, concurrently with filing the required record or information referred to in the order, must file additional records or additional information about the exchange contract that the commission or the executive director considers necessary to determine whether trading in the specified exchange contract or class of exchange contract, as the case may be, is prejudicial to the public interest.

Calculation of profit

187.1  (1) For the purpose of section 155 (5) of the Act, profit is to be determined as follows:

(a) for a purchase of securities in contravention of section 57.2 (2) of the Act, the profit is the aggregate of the gains associated with all securities purchased in contravention of that section where, for the purpose of the calculation, the gain per security purchased is

A - B

where

A equals, if the security was

(i)   subsequently sold before the 10th trading day immediately following general disclosure of the inside information, the price at which the security was sold, or

(ii)   not subsequently sold before the 10th trading day immediately following general disclosure of the inside information, the volume- weighted average market price of the security for the 10 trading days immediately following general disclosure of the inside information, and

B equals the amount paid for the security by the person who contravened section 57.2 (2);

(b) for a sale of securities in contravention of section 57.2 (2) of the Act, the profit is the aggregate of the gains associated with all securities sold in contravention of that section where, for the purpose of the calculation, the gain per security sold is

A - B

where

A equals the proceeds from the sale of the security, and

B equals, if the contravention was

(i)   a short sale and the short sale has been covered, the price at which the purchase covering the short sale was made,

(ii)   a short sale and the short sale has not been covered, the volume- weighted average market price of the security for the 10 trading days immediately following general disclosure of the inside information, or

(iii)   not a short sale, the volume-weighted average market price of the security over the 10 trading days immediately following general disclosure of the inside information;

(c) for a purchase of securities in contravention of section 57.3 (3) (a) of the Act, the profit is the aggregate of the gains associated with all securities purchased in contravention of that section where, for the purpose of the calculation, the gain per security purchased is

A - B

where

A equals, if the security

(i)   was subsequently sold before the execution of the last trade that was the subject of the material order information, the price at which the security was sold, or

(ii)   was not subsequently sold before the execution of the last trade that was the subject of the material order information, the last price paid in the execution of the order that is the subject of the material order information, and

B equals the amount paid for the security by the person who contravened section 57.3 (3) (a);

(d) for a sale of securities in contravention of section 57.3 (3) (a) of the Act, the profit is the aggregate of the gains associated with all securities sold in contravention of that section where, for the purpose of the calculation, the gain per security purchased is

A - B

where

A equals the proceeds from the sale of the security, and

B equals, if the contravention was

(i)   a short sale, and the short sale has been covered, the price at which the purchase covering the short sale was made,

(ii)   a short sale, and the short sale has not been covered, the last price paid in the execution of the order that is the subject of the material order information, or

(iii)   not a short sale, the last price paid in the execution of the order that is the subject of the material order information;

(e) for a contravention of

(i)   section 57.2 (3) or (4) of the Act,

(ii)   section 57.2 (5) of the Act,

(iii)   section 57.3 (4) of the Act, or

(iv)   section 57.3 (5) of the Act,

the profit is

A + B

where

A equals the value of the consideration received by the person for providing the information or recommendation, and

B equals the aggregate profit of all persons who received the information or recommendation, calculated under paragraph (a), (b), (c), (d), or (f) (ii), (iii) or (iv), as applicable;

(f) for a contravention of

(i)   section 57 of the Act,

(ii)   section 57.2 (2) of the Act in connection with a related financial instrument,

(iii)   section 57.3 (3) (a) in connection with an exchange contract,

(iv)   section 57.3 (3) (b) of the Act, or

(v)   a provision referred to in section 155 (5) of the Act that is not otherwise referred to in this subsection,

the amount determined by the court.

(2) For the purpose of calculating profit under subsection (1) (a) to (d) or (f), the court may take into account the commissions paid by the person who contravened the Act in respect of the securities purchased or sold in relation to the contravention.

[en. B.C. Reg. 397/2007, s. 6.]

Part 19 — Reviews and Appeals

Part 20 — General Provisions

Division 1 — Miscellaneous

Escrow agent

188  A person must not act as an escrow agent with respect to any agreement filed with the executive director without the permission of the executive director.

Execution and certification of documents

189  Except as otherwise provided in the Act or the regulations,

(a) subject to paragraph (f), if a record is required or permitted to be filed by an individual and required to be signed or certified, it must be manually signed by the individual immediately above the individual's typewritten or printed name,

(b) subject to paragraphs (c), (d) and (f), if a record is required or permitted to be filed by a person other than an individual and required to be signed or certified, it must be manually signed by an officer or director of that person or, subject to paragraph (e), by the attorney or agent of that person, immediately above the typewritten or printed name of the officer, director, attorney or agent signing it,

(c) if a partner signs or certifies on behalf of a professional partnership, the partner is not required to sign the partner's name,

(d) if an individual other than a partner signs or certifies on behalf of a professional partnership, the individual must manually sign the individual's name immediately above the individual's typewritten or printed name,

(e) if a record required or permitted to be filed by a person has been executed by an attorney or agent of that person, a duly completed power of attorney or document of authority authorizing the signing of the record must be filed with the record, and

(f) if a record is filed electronically, and required to be signed or certified, a typewritten signature must be substituted for a manual signature.

[am. B.C. Reg. 230/2001, Sch. s. 5.]

Execution and certification of SEDI documents

190  Section 189 does not apply to a filing required to be made in electronic format under National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI).

[en. B.C. Reg. 230/2001, Sch. s. 6.]

Note: this regulation replaces B.C. Reg. 479/95.

[Provisions of the Securities Act, R.S.B.C. 1996, c. 418, relevant to the enactment of this regulation: sections 183 (52) and 184; regulation revised pursuant to Part 2 of B.C. Reg. 394/83 under the Regulations Act]