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V-1.1 - Securities Act

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2024-05-09 Show full text at this date

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. 152021, c. 15, s. 107112021, c. 152021, c. 15, s. 107122021, c. 152021, c. 15, s. 10713; 2024, c. 152024, c. 15, s. 1131.

2021-06-02 Show full text at this date