The Alberta Securities Act (the Act) and the regulations contained therein include several requirements applicable to firms and individuals. Under section 213 of the Act, affected individuals and entities can apply for relief from meeting applicable requirements; the Alberta Securities Commission is authorized to grant relief from any requirements created by or under the Act.
A prospective applicant is responsible for determining whether relief should be sought and seeking legal advice if required. Some exemptions do not need an application if the conditions of the exemption are met. In other cases, the ASC has discretion to grant an exemption from any registration requirement if registration is required but specific circumstances indicate that it is not otherwise necessary for investor protection or market integrity.
This page will describe three different types of relief that are available in the securities regime:
- Relief is available without application if a party meets all the criteria listed in the Act and regulations.
- Relief from the registration proficiency requirements that must be applied for through the NRD; and
- Discretionary relief from all other requirements.
The fees associated with seeking each type of exemptive relief are set out in ASC Rule 13-501 Fees.
Exemptions from the registration requirement are set out under Part 8 of NI 31-103. In general, these exemptions are conditions that allow a firm or individual to avoid the requirement to register. They do not require the firm or individual to file an application with the ASC. For example, a portfolio manager firm that is registered in Saskatchewan and wants to advise a small number of clients in Alberta may be able to use the client mobility exemption set out in Part 8.30 of NI 31-103. After determining that the exemption applies to its specific case, the firm would be able to conduct business in Alberta, as specified under the terms of the exemption. Some exemptions do not require an application but require a filing with the ASC.
It is a firm’s responsibility to evaluate whether its circumstances meet all the exemption eligibility criteria. Conducting registrable activity without registration or an applicable exemption could lead to legal enforcement action against you. You may need to seek legal advice to get certainty on exemption applicability. As a regulator, the ASC cannot provide legal or other professional advice.
Some exemptions require an application by the firm during the initial application for registration. ASC staff will review the application and supporting material and make a recommendation to the Executive Director of the ASC about whether to grant the exemption.
For example, individuals unable to comply with the proficiency requirements set out in part 3 of NI 31-103 for a category of registration must submit an application through the NRD when they submit their application for registration in that category. The exemption application must include a detailed description of the individual’s experience and other qualifications. Individuals may also be required to provide reference letters and proof of completion of any relevant educational accomplishments. These supporting documents can be submitted digitally to the assigned registration staff indicated on the NRD.
See NI 31-103 and the NRD Info for more details about exemption applications on the NRD.
The ASC has the authority to grant discretionary relief from securities law requirements. To obtain relief, an applicant must make an application to the ASC setting out the request for relief, explaining why the relief is necessary and providing arguments in support of the relief being granted. Applications for relief are reviewed on a case-by-case basis. Consideration of relief applications is based on the purpose of the securities regime in Canada, the purpose of the specific regulation or law applicable and any specific factors that the ASC is legally required to consider in granting the exemptive relief. Consideration will be given to the applicant’s arguments about how the underlying policy rationale for the rule can otherwise be satisfied or why the policy rationale is not applicable in the specific circumstances of the applicant. The consideration and time required to process an application will increase if relief is needed from more than one securities law requirement or if the relief is required in more than one Canadian jurisdiction. The time to process an application may be reduced if the relief requested is similar to relief previously granted by the ASC or other Canadian jurisdictions and the applicant tailors its request to be similar to that previously granted relief.
An example of a commonly received application for relief is one in which a registrant requests that it be allowed to provide less frequent trade reporting. When making this request, the registrant would ask the ASC to allow alternative trade reporting tailored to the registrant’s circumstances, but that still provides enough information for regulatory oversight.
For relief that is required only in Alberta, an applicant would refer to ASC Policy 12-601 Applications to the ASC (ASC Policy 12-601) for information about what to include in an application, how to submit an application, the fee for an application, and the process for review.
For relief that is required in Alberta and additional Canadian jurisdictions, an applicant would refer to National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions (NP 11-203) and Multilateral Instrument 11-202 Passport (MI 11-202). Where the application meets the requirements of MI 11-202, an applicant can obtain relief in multiple jurisdictions by submitting a single application to their principal regulator (in Alberta, this would be the ASC) or to their principal regulator and the Ontario Securities Commission.Rules and orders regarding exemptions
| NI 31-103 | Registration Requirements, Exemptions and Ongoing Registrant Obligations (relevant sections: 8, 15, 16) |
| NI 35-101 | Conditional Exemption from Registration for United States Broker-Dealers and Agents |
| NP 11-203 | Process for Exemptive Relief Applications in Multiple Jurisdictions |
| Blanket Order 31-530 | Trades and Advice for US-Resident Clients: Dealer and Adviser Registration Exemptions |
| Blanket Order 31-536 |
Alberta Small Business Finder’s Exemption |
| ASC Policy 12-601 | Applications to the ASC |