The securities division of The Manitoba Securities Commission protects investors and promotes fair and efficient capital markets throughout the province by conducting operations including registrations, processing of applications and prospectuses, preparing matters for the referral to the Commissioners and conducting investigations, prosecutions and other hearings.
Individuals applying for registration must select one or more registration categories. All individual registrations must be sponsored by a registered firm. Individual registration categories under The Securities Act (Manitoba) are set out in Part 2 of National Instrument 31-103, Registration Requirements, Exemptions and Ongoing Registrant Obligations. Individual registration categories under The Commodity Futures Act (Manitoba) are set out in the Act and in Commodities Rule 2000-11.
| Category | Permitted Activities |
|---|---|
| Dealing Representative | may act as a dealer or an underwriter in respect of a security that the individual’s sponsoring firm is permitted to trade or underwrite. |
| Advising Representative | may act as an adviser in respect of a security that the individual’s sponsoring firm is permitted to advise. |
| Associate Advising Representative | may act as an adviser in respect of a security that the individual’s sponsoring firm is permitted to advise on if the advice has been approved under subsection 4.2(1) {associate advising representatives – pre-approval of advice}. |
| Ultimate Designated Person (UDP) | must do all of the following:(a) supervise the activities of the firm that are directed towards ensuring compliance with securities legislation by the firm and each individual acting on the firm’s behalf;(b) promote compliance by the firm, and individuals acting on its behalf, with securities legislation. |
| Chief Compliance Officer | (a) establish and maintain policies and procedures for assessing compliance by the firm, and individuals acting on its behalf, with securities legislation;(b) monitor and assess compliance by the firm, and individuals acting on its behalf, with securities legislation;(c) report to the ultimate designated person of the firm as soon as possible if the chief compliance officer becomes aware of any circumstances indicating that the firm, or any individual acting on its behalf, may be in non-compliance with securities legislation and any of the following apply:(i) the non-compliance creates, in the opinion of a reasonable person, a risk of harm to a client;(ii) the non-compliance creates, in the opinion of a reasonable person, a risk of harm to the capital markets;(iii) the non-compliance is part of a pattern of noncompliance;(d) submit an annual report to the firm’s board of directors, or individuals acting in a similar capacity for the firm, for the purpose of assessing compliance by the firm, and individuals acting on its behalf, with securities legislation. |
| Permitted Individual | (a) a director, chief executive officer, chief financial officer, or chief operating officer of a firm, or a functional equivalent of any of those positions,(b) an individual who has beneficial ownership of, or direct or indirect control or direction over, 10 percent or more of the voting securities of a firm, or(c) a trustee, executor, administrator or other personal or legal representative, that has direct or indirect control or direction over, 10 percent or more of the voting securities of a firm. |
Registration of Individuals and Review of Permitted Individuals – 33-109F4
Firms applying for registration must select one or more registration categories. Registration categories under The Securities Act (Manitoba) are outlined in Part 7 of National Instrument 31-103, Registration Requirements, Exemptions and Ongoing Registrant Obligations. Firm registration categories under The Commodity Futures Act (Manitoba) are set out in the Act and in Commodities Rule 2000-11.
| Category | Permitted Activities |
|---|---|
| Investment Dealer | may act as a dealer or an underwriter in respect of any security |
| Mutual Fund Dealer | may act as a dealer in respect of any security of (i) a mutual fund, or (ii) an investment fund that is a laboursponsored investment fund corporation or labour sponsored venture capital corporation under legislation of a jurisdiction of Canada. |
| Scholarship Plan Dealer | may act as a dealer in respect of a security of a scholarship plan, an educational plan or an educational trust. |
| Exempt Market Dealer | may (i) act as a dealer by trading a security that is distributed under an exemption from the prospectus requirement, whether or not a prospectus was filed in respect of the distribution, (ii) act as a dealer by trading a security that, if the trade were a distribution, would be exempt from the prospectus requirement, (iii) receive an order from a client to sell a security that was acquired by the client in a circumstance described in subparagraph (i) or (ii), and may act or solicit in furtherance of receiving such an order, and (iv) act as an underwriter in respect of a distribution of securities that is made under an exemption from the prospectus requirement. |
| Restricted Dealer | may act as a dealer or an underwriter in accordance with the terms, conditions, restrictions or requirements applied to its registration. |
| Portfolio Manager | may act as an adviser in respect of any security. |
| Restricted Portfolio Manager | may act as an adviser in respect of any security in accordance with the terms, conditions, restrictions or requirements applied to its registration. |
| Investment Fund Manager | directs the business, operations or affairs on an investment fund. |
Crowdfunding is a process through which an individual or a business can raise small amounts of money from a large number of people, typically using the internet. The objective is to raise sufficient funds in order to carry out a specific project.
Securities crowdfunding is when a business raises funds in this manner by issuing debt securities (such as bonds) or securities giving the right to participate in future profits (such as shares). In Manitoba, issuing securities offered to the public is subject to legal and financial obligations.
The Manitoba Securities Commission has adopted registration and prospectus exemptions that allows start-up and early stage companies to use securities crowdfunding to raise capital, subject to certain conditions.
| Name | Eligible Portals |
|---|---|
| 1383364 B.C. LTD. (o/a REITIUM.fund) | www.REITIUM.fund |
| Capiche Crowdfunding Inc. | www.capiche.io |
| Crowdco Inc. | www.gotroo.com |
| FrontFundr | www.frontfundr.com |
| Vested Technology Corp. | Vested vested.ca |
| Wayblaze Crowdfunding Inc. | www.wayblaze.com |
Start-up Crowdfunding – Offering Document Form 1
Start-up Crowdfunding – Risk Acknowledgement Form 2
Start-up Crowdfunding – Funding Portal Information Form Form 3
Start-up Crowdfunding – Funding Portal Individual Information Form Form 4
Start-up Crowdfunding – Semi-Annual Financial Resources Certification Form 5
Online platforms offering trading in crypto assets are required to register with The Manitoba Securities Commission.
Currently, registered platforms are subject to terms and conditions on their activities. The following crypto asset trading platforms have received exemptive relief enabling them to offer crypto products to investors in Manitoba
The table below lists the currently registered platforms and has links to the exemptive relief decisions that apply to them.
Unregistered platforms are not allowed to trade with Manitoba residents and may be included in the Investor Alerts Database and subject to regulatory action, including temporary orders.
Operators of registered and unregistered platforms should be aware that Securities Commission staff may review their compliance with securities law requirements, including rules related to advertising and marketing. False or misleading advertising and improper marketing strategies raise concerns about the fitness of a firm and its principals for registration.
For recent guidance, see Joint CSA-IIROC Staff Notice 21-330, Guidance for Crypto-Trading Platforms – Requirements Relating to Advertising, Marketing, and Social Media Use.
The following crypto asset trading platforms have received exemptive relief to offer crypto products to investors in Manitoba:
| Name | Category of Registration | Date of Exemptive Relief (most recent Decision) | Date of Registration |
|---|---|---|---|
| Bitbuy Technologies Inc. (Bitbuy) | Restricted Dealer | November 30, 2023 | November 30, 2021 |
| Bitvo Inc. (Bitvo) | Restricted Dealer | April 25, 2022 | April 26, 2022 |
| Coinberry Limited (Coinberry) | Restricted Dealer | August 19, 2021 | August 19, 2021 |
| Fidelity Clearing Canada ULC (Fidelity Digital Assets) | Investment Dealer | April 18, 2022 | May 8, 2009 |
| Netcoins Inc. (Netcoins) | Restricted Dealer | March 24, 2022 | September 29, 2021 |
| Newton Crypto Ltd. | Restricted Dealer | August 15, 2022 | August 15, 2022 |
| Simply Digital Technologies Inc. (CoinSmart) | Restricted Dealer | December 21, 2021 | October 22, 2021 |
| Virgo CX Inc. (VirgoCX) | Restricted Dealer | May 30, 2022 | May 31, 2022 |
| Wealthsimple Investments Inc. (Wealthsimple) (Wealthsimple) | Restricted Dealer | June 23, 2023 | July 20, 2021 |