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Canadian Securities Regulators Outline Framework for Crypto Asset Platforms

The Canadian Securities Administrators (CSA) and the Investment Industry Regulatory Organization of Canada (IIROC) today published a notice outlining securities law requirements that apply to crypto asset trading platforms (CTPs) and how they may be tailored by regulators for the CTPs business model.

“The guidance in our notice details steps platform operators need to take to comply with securities legislation as they prepare to fully integrate into the Canadian regulatory structure,” said Louis Morisset, CSA Chair and President and CEO of the Autorité des marchés financiers. “To bring their operations into compliance, CTPs should contact their local securities regulator now to discuss the registration process and address applicable requirements.”

The notice provides guidance on securities law requirements applicable to platforms whether trading crypto assets that are securities or derivatives, or contractual rights or claims to underlying crypto assets such as bitcoin or ether. The notice also outlines interim approaches that may be available to CTPs, that are intended to foster innovation and provide flexibility, while ensuring the CTPs operate in an appropriately regulated environment.

According to Andrew J. Kriegler, President and CEO, IIROC, the framework provides guidance on how the regulatory requirements may be tailored to a platform’s business, without compromising investor protection or market integrity.

In addition, the notice provides an overview of key risks related to CTPs and areas where requirements may be tailored, provided that key risks are addressed and investor protection is not compromised. Finally, the notice outlines the process for submitting an application to the relevant CSA jurisdictions and IIROC.

“We remind all CTPs that are dealing with Canadians, including foreign-based CTPs, that they are expected to comply with Canadian securities legislation,” added Morisset. “Failure to do so could result in CSA members pursuing enforcement action.”

In 2019, the CSA and IIROC published Joint CSA/IIROC Consultation Paper 21-402 Proposed Framework for Crypto-Asset Trading Platforms, which outlined a proposed regulatory framework for CTPs, and solicited comments to better understand the industry, its risks and how regulatory requirements may be tailored. The CSA and IIROC received 52 comment letters in response to the consultation paper and consulted extensively with industry stakeholders on issues specific to CTPs.

The CSA said it was aware of CTPs seeking to become reporting issuers through an initial public offering or through reverse take-overs, changes of business, Capital Pool Company qualifying transactions or similar transactions. There are potential public interest concerns with a CTP that is required to be registered, said CSA, but that is not, becoming a reporting issuer.  CTPs and their representatives should contact their local securities regulator if they intend to become reporting issuers through an intial public offering or other transaction, CSA advised.

Joint Canadian Securities Administrators and Investment Industry Regulatory Organization of Canada Notice 21-329 Guidance for Crypto Asset Trading Platforms: Compliance with Regulatory Requirements is available on the websites of CSA members and IIROC.

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