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Bill 157                                                       2014

An Act to regulate financial advisors

CONTENTS

PART I
INTERPRETATION

1.

Interpretation

PART II
OFFICERS

2.

Director

PART III
PROHIBITIONS RE: PRACTICE

3.

Prohibition against acting as a financial advisor unless registered

4.

Exemptions

5.

Change in partnership

6.

Offices of financial advisors

7.

Action for commission

PART IV
REGISTRATION

8.

Registration prohibited

9.

Registration

10.

Disclosure by corporation

11.

Refusal, suspension, etc.

12.

Notice re: refusal, suspension, etc.

13.

Immediate temporary suspension

14.

Service of request for hearing

15.

Suspension without hearing, insurance payments

16.

Further application

17.

Notice of issue or transfer of shares

PART V
COMPLAINTS, INSPECTION AND DISCIPLINE

18.

Complaints

19.

Inspection

20.

Discipline committee and appeals committee

21.

Appointment of investigators

22.

Search warrant

23.

Seizure of things not specified

24.

Searches in exigent circumstances

25.

Appointment of receiver and manager

26.

Freeze orders, registrants and former registrants

27.

Freeze orders, non-registrants

PART VI
CONDUCT AND OFFENCES

28.

Notice of changes to director

29.

Liability for deposits

30.

Falsifying information

31.

Furnishing false information

32.

False advertising

33.

Order of director re: false advertising

34.

Restraining orders

35.

Offence

36.

Orders for compensation or restitution

37.

Default in payment of fines

38.

Liens and charges

PART VII
GENERAL

39.

Confidentiality

40.

Service

41.

Fees

42.

Certificate as evidence

43.

Names and information concerning registrants

PART VIII
REGULATIONS

44.

Minister’s regulations

45.

Lieutenant Governor in Council regulations

PART IX
CONSEQUENTIAL AMENDMENTS

46.

Amendments to this Act

47.

Collection Agencies Act

48.

Licence Appeal Tribunal Act, 1999

49.

Ontario Labour Mobility Act, 2009

50.

Safety and Consumer Statutes Administration Act, 1996

PART X
COMMENCEMENT AND SHORT TITLE

51.

Commencement

52.

Short title

______________

Her Majesty, by and with the advice and consent of the Legislative Assembly of the Province of Ontario, enacts as follows:

Part I
INTERPRETATION

Interpretation

   1.  (1)  In this Act,

“administrative authority” means the administrative authority as designated under section 3 of the Safety and Consumer Statutes Administration Act, 1996 for the purpose of administering this Act; (“organisme d’application”)

“code of ethics” means the code of ethics established by the Minister under clause 44 (1) (a); (“code de déontologie”)

“equity share” means, in respect of a corporation, a share of a class or series of shares of a corporation that carries a voting right either under all circumstances or under circumstances that have occurred and are continuing; (“action participante”)

“financial advice” means advice on investment, financial risk management or financial risk mitigation matters that identifies a client’s financial needs, risks or objectives and establishes strategies to address them; (“conseils financiers”)

“financial advisor” means a person who engages in the business of providing financial advice; (“conseiller financier”)

“investigator” means an investigator appointed under subsection 21 (1); (“enquêteur”)

“Minister” means the Minister of Consumer Services or any other member of the Executive Council to whom the administration of this Act is assigned; (“ministre”)

“prescribed” means prescribed by the regulations; (“prescrit”)

“registrant” means a person who is registered as a financial advisor under this Act; (“personne inscrite”)

“regulations” means the regulations made under this Act; (“règlements”)

“Tribunal” means the Licence Appeal Tribunal established under the Licence Appeal Tribunal Act, 1999. (“Tribunal”)

Associated persons

   (2)  For the purposes of this Act, one person is associated with another person in any of the following circumstances:

    1.  One person is a corporation of which the other person is an officer or director.

    2.  One person is a partnership of which the other person is a partner.

    3.  Both persons are partners of the same partnership.

    4.  One person is a corporation that is controlled directly or indirectly by the other person.

    5.  Both persons are corporations and are controlled directly or indirectly by the same person.

    6.  Both persons are members of the same voting trust relating to shares of a corporation.

    7.  Both persons are associated within the meaning of paragraph 1, 2, 3, 4, 5 or 6 with the sameperson.

Part II
Officers

Director

   2.  (1)  Subject to subsection (2), a director shall be appointed for the purposes of this Act and a maximum of two deputy directors may be appointed,

  (a)  by the board of the administrative authority; or

  (b)  by the Minister if there is no designated administrative authority.

Deputy director, duties

   (2)  A deputy director shall perform any duties assigned by the director and shall act as the director in the director’s absence.

Deputy director

   (3)  If more than one deputy director is appointed, the director shall assign one deputy director to act as the director in the director’s absence.

PART III
Prohibitions re: Practice

Prohibition against acting as a financial advisor unless registered

   3.  No person shall act as a financial advisor, or hold himself, herself or itself out as being available to act as a financial advisor, unless the person is registered as a financial advisor under this Act.

Exemptions

   4.  This Act does not apply to the following persons:

    1.  A person who deals in securities that are exempt from the prospectus requirement under section 73 of the Securities Act.

    2.  A person who is authorized to practise law in Ontario.

    3.  A person who is licensed under the Public Accounting Act, 2004.

    4.  A person who is a member of the Certified General Accountants Association of Ontario.

    5.  A person who is a member of the Society of Management Accountants of Ontario.

    6.  A person who is registered under the Real Estate and Business Brokers Act, 2002.

    7.  A mortgage broker as defined in the Mortgage Brokerages, Lenders and Administrators Act, 2006.

    8.  A person who is registered under the Registered Insurance Brokers Act.

    9.  A person or class of persons exempted from the application of this Act by the regulations.

Change in partnership

   5.  A change in the membership of a partnership is deemed to create a new partnership for the purpose of registration.

Offices of financial advisors

   6.  No financial advisor shall conduct business from a place unless the place is named as an office in the financial advisor’s registration.

Action for commission

   7.  (1)  No action shall be brought for commission or other remuneration for the provision of financial advice by a financial advisor unless the financial advisor was registered or exempt from registration under this Act at the time the financial advice was provided.

Court may stay action

   (2)  The court may, on motion, stay any action prohibited by subsection (1).

Part IV
Registration

Registration prohibited

   8.  (1)  If an applicant for registration or renewal of registration does not meet the prescribed requirements, the director shall refuse to grant or renew the registration.

Non-application of s. 12

   (2)  Section 12 does not apply to a refusal under subsection (1).

Notice of refusal

   (3)  If the director refuses to grant or renew a registration under subsection (1), he or she shall give the applicant written notice that sets out the reasons for the refusal.

Registration

   9.  (1)  An applicant that meets the prescribed requirements is entitled to registration or renewal of registration by the director unless,

  (a)  in the case of an applicant who is an individual,

           (i)  having regard to the applicant’s financial position or the financial position of an interested person in respect of the applicant, the applicant cannot reasonably be expected to be financially responsible in the conduct of business,

          (ii)  the past conduct of the applicant or of an interested person in respect of the applicant affords reasonable grounds for belief that the applicant will not carry on business in accordance with the law and with integrity and honesty, or

         (iii)  the applicant or an employee or agent of the applicant makes a false statement in an application for registration or for renewal of registration;

  (b)  in the case of an applicant who is a corporation,

           (i)  having regard to its financial position or the financial position of an interested person in respect of the corporation, the applicant cannot reasonably be expected to be financially responsible in the conduct of its business,

          (ii)  having regard to the financial position of its officers or directors or of an interested person in respect of its officers or directors, the applicant cannot reasonably be expected to be financially responsible in the conduct of its business,

         (iii)  the past conduct of its officers or directors or of an interested person in respect of its officers or directors or of an interested person in respect of the corporation affords reasonable grounds for belief that its business will not be carried on in accordance with the law and with integrity and honesty, or

         (iv)  an officer or director of the corporation makes a false statement in an application for registration or for renewal of registration;

   (c)  the applicant or a person who is an interested person in respect of the applicant is carrying on activities that are, or will be if the applicant is registered, in contravention of this Act or the regulations, other than the code of ethics;

  (d)  in the case of an application for renewal, the applicant is in breach of a condition of the registration; or

  (e)  the applicant fails to comply with a request made by the director under subsection (2).

Request for information

   (2)  The director may request an applicant for registration or renewal of registration to provide to the director, in the form and within the time period he or she specifies,

  (a)  information specified by the director that is relevant to his or her decision as to whether or not to grant the registration or renewal; or

  (b)  verification, by affidavit or otherwise, of any information described in clause (a) that the applicant is providing or has provided to the director.

Same

   (3)  A registrant or applicant is entitled to have any place specified by the registrant or applicant in the registration named as an office unless the office is in contravention of the regulations.

Conditions

   (4)  A registration is subject to the prescribed conditions and any conditions that are,

  (a)  consented to by the applicant or registrant;

  (b)  applied by the director under section 11; or

   (c)  ordered by the Tribunal.

Registration not transferable

   (5)  A registration is not transferable.

Interested person

   (6)  For the purposes of this section, a person is an interested person in respect of another person if the person is associated with the other person or if, in the opinion of the director,

  (a)  the person has or may have a beneficial interest in the other person’s business;

  (b)  the person exercises or may exercise control over the other person, either directly or indirectly; or

   (c)  the person has provided or may have provided financing to the other person’s business, either directly or indirectly.

Disclosure by corporation

   10.  (1)  In every application for registration or renewal of registration, a financial advisor that is a corporation shall disclose to the director the identity of,

  (a)  each person that beneficially owns or controls 10 per cent or more of the equity shares issued and outstanding at the time of the registration or renewal; and

  (b)  persons that are associated with each other and that together beneficially own or control 10 per cent or more of the equity shares issued and outstanding at the time of the registration or renewal.

Calculating number of shares

   (2)  The total number of equity shares of the corporation beneficially owned or controlled shall be calculated, for the purposes of this section, as the total number of all shares beneficially owned or controlled, but each share that carries the right to more than one vote shall be calculated as the number of shares equalling the total number of votes carried.

Refusal, suspension, etc.

   11.  (1)  Subject to section 12, the director may refuse to register an applicant or may suspend, revoke or refuse to renew a registration if, in his or her opinion, the applicant or registrant is not entitled to registration under section 9.

Conditions

   (2)  Subject to section 12, the director may,

  (a)  approve the registration or renewal of a registration on any conditions that he or she considers appropriate; and

  (b)  at any time, impose on a registration any conditions that he or she considers appropriate.

Notice re: refusal, suspension, etc.

   12.  (1)  The director shall notify an applicant or registrant in writing if he or she proposes to,

  (a)  refuse under subsection 11 (1) to grant or renew a registration;

  (b)  suspend or revoke a registration; or

   (c)  impose on a registration or renewal conditions to which the applicant or registrant has not consented.

Content of notice

   (2)  The notice of proposal shall set out the reasons for the proposed action and shall state that the applicant or registrant is entitled to a hearing by the Tribunal if the applicant or registrant mails or delivers to the director and the Tribunal, within 15 days after service of the notice, a written request for a hearing.

Service

   (3)  The notice of proposal shall be served on the applicant or registrant in accordance with section 40.

If no request for hearing

   (4)  If the applicant or registrant does not request a hearing in accordance with subsection (2), the director may carry out the proposal.

Hearing

   (5)  If a hearing is requested, the Tribunal shall hold the hearing and may by order direct the director to carry out the director’s proposal or substitute its opinion for that of the director and the Tribunal may attach conditions to its order or to a registration.

Parties

   (6)  The director, the applicant or registrant and any other person specified by the Tribunal are parties to the proceedings under this section.

Continuation pending renewal

   (7)  If a registrant has applied for renewal of the registration and paid the required fee within the prescribed time or, if no time is prescribed, before the registration expires, the registration is deemed to continue,

  (a)  until the renewal is granted;

  (b)  until the director gives the registrant written notice of his or her refusal under section 8 to grant the renewal; or

   (c)  if the registrant is served with notice that the director proposes to refuse under subsection 11 (1) to grant the renewal, until,

           (i)  the time for requesting a hearing has expired, or

          (ii)  if a hearing is requested, until the Tribunal makes its order.

Immediate effect

   (8)  Even if a registrant appeals an order of the Tribunal under section 11 of the Licence Appeal Tribunal Act, 1999, the order takes effect immediately; however, the Tribunal may grant a stay until the disposition of the appeal.

Voluntary cancellation

   (9)  The director may cancel a registration on the registrant’s written request.

Non-application of subss. (1) to (8)

   (10)  Subsections (1), (2), (3), (4), (5), (6), (7) and (8) do not apply to a cancellation under subsection (9).

Immediate temporary suspension

   13.  (1)  When the director proposes to suspend or revoke a registration under section 12, if he or she considers it in the public interest to suspend the registration immediately on a temporary basis, the director may do so by order.

Effect

   (2)  The order takes effect immediately and expires in accordance with subsection (3), or when the director carries out the proposal under subsection 12 (4), as the case may be.

Expiry of order

   (3)  If a hearing is requested under section 12,

  (a)  the order expires 15 days after the Tribunal receives the written request for a hearing; or

  (b)  the Tribunal may extend the order until the hearing is concluded, if it is commenced within the 15-day period referred to in clause (a).

Same

   (4)  Despite subsection (3), if the Tribunal is satisfied that the registrant’s conduct has delayed the commencement of the hearing, the Tribunal may extend the order,

  (a)  until the hearing commences; and

  (b)  once the hearing commences, until it is concluded.

Service of request for hearing

   14.  (1)  A request for a hearing under section 12 shall be served on the director and the Tribunal in accordance with section 40.

Other methods

   (2)  Despite subsection (1), the Tribunal may order any other method of service it considers appropriate.

Suspension without hearing, insurance payments

   15.  (1)  If a registrant fails to make an insurance payment that is required by the regulations or as a condition of the registrant’s registration, the director shall suspend the registration of the registrant effective as of the date at which the term of the insurance related to the payment would begin.

No hearing

   (2)  Section 12 does not apply to a suspension of registration under subsection (1).

Notice of suspension

   (3)  The director shall give written notice to the registrant that sets out,

  (a)  the fact that the director has suspended the registration;

  (b)  the reason for the suspension;

   (c)  the date as of which the suspension takes effect;

  (d)  the fact that the registrant is not entitled to request a hearing under section 12 with respect to the suspension; and

  (e)  the registrant’s right to have the registration revived under subsection (4).

Revival

   (4)  The registrant is entitled to have the registration revived for the unexpired balance of its term upon,

  (a)  paying the unpaid amounts whose non-payment resulted in the suspension; and

  (b)  providing written evidence, satisfactory to the director, that the registrant has made all payments required with respect to insurance.

Same

   (5)  On receiving the evidence described in clause (4) (b), the director shall,

  (a)  revive the registration for the unexpired balance of its term effective from the date on which all unpaid amounts were paid as described in clause (4) (a); and

  (b)  give the registrant written notice of the revival and its effective date.

Further application

   16.  A person whose registration is revoked or whose application for registration or renewal is refused may reapply for registration only if,

  (a)  the prescribed waiting period has passed since the refusal, revocation or refusal to renew; and

  (b)  new or other evidence is available or it is clear that material circumstances have changed.

Notice of issue or transfer of shares

   17.  (1)  In addition to the disclosure required under section 10, every registrant that is a corporation shall notify the director in writing within 30 days after the issue or transfer of any equity shares of the corporation, if the issue or transfer results in,

  (a)  any person, or any persons that are associated with each other, acquiring or accumulating beneficial ownership or control of 10 per cent or more of the total number of all issued and outstanding equity shares of the corporation; or

  (b)  an increase in the percentage of issued and outstanding equity shares of the corporation beneficially owned or controlled by any person, or any persons who are associated with each other, if the person or the associated persons already beneficially owned or controlled 10 per cent or more of the total number of all issued and outstanding equity shares of the corporation before the issue or transfer.

Same

   (2)  If no officer or director is aware of a transfer described in subsection (1) at the time it is made,

  (a)  subsection (1) does not apply to the corporation with respect to the transfer; and

  (b)  the corporation shall notify the director in writing within 30 days after any of its officers or directors become aware of the transfer.

Calculation of total number of equity shares

   (3)  In calculating the total number of equity shares beneficially owned or controlled for the purpose of this section, the total number shall be calculated as the total of all the shares beneficially owned or controlled, but each share that carries the right to more than one vote shall be calculated as the number of shares equalling the total number of votes it carries.

PART V
Complaints, Inspection and Discipline

Complaints

   18.  (1)  If the director receives a complaint about a registrant, the director may require the registrant to provide information in relation to the complaint.

Request for information

   (2)  The request shall indicate the nature of the complaint.

Duty to comply with request

   (3)  The registrant shall provide the information as soon as practicable.

Procedures

   (4)  In dealing with a complaint, the director may do one or more of the following, as appropriate:

    1.  Attempt to mediate or resolve the complaint.

    2.  Give the registrant a written warning that if the activity that led to the complaint continues, action may be taken against the registrant.

    3.  Require the registrant to take further educational courses.

    4.  Refer the matter, in whole or in part, to the discipline committee.

    5.  Take action under section 11, subject to section 12.

    6.  Take further action as appropriate in accordance with this Act.

Inspection

   19.  (1)  The director or a person whom the director has designated in writing may conduct an inspection and may, as part of that inspection, enter and inspect a registrant’s office at any reasonable time for the purpose of,

  (a)  ensuring compliance with this Act and the regulations;

  (b)  dealing with a complaint under section 18; or

   (c)  ensuring the registrant remains entitled to registration.

Dwelling

   (2)  The power conferred by subsection (1) shall not be used to enter or inspect any part of the premises that is used as a dwelling.

Powers on inspection

   (3)  While carrying out an inspection, an inspector,

  (a)  is entitled to free access to all money, valuables, documents and records of the person being inspected that are relevant to the inspection;

  (b)  may use any electronic records system used in carrying on business in order to produce information that is relevant to the inspection; and

   (c)  may, on giving a receipt for it, remove for examination and copy anything relevant to the inspection, including any electronic records system, but shall promptly return the thing to the person being inspected.

Identification

   (4)  An inspector shall produce, on request, evidence of his or her authority to carry out an inspection.

Assistance to be given

   (5)  An inspector may, in the course of an inspection, require a person to produce a document or record and to provide whatever assistance is reasonably necessary, including using any electronic records system to produce information that is relevant to the inspection, and the person shall produce the document or record or provide the assistance.

Obstruction prohibited

   (6)  No person shall obstruct an inspector conducting an inspection or withhold from him or her or conceal, alter or destroy any money, valuables, documents or records that are relevant to the inspection.

Use of force prohibited

   (7)  An inspector shall not use force to enter and inspect premises under this section.

Admissibility of copies

   (8)  A copy of a document or record certified by an inspector to be a true copy of the original is admissible in evidence to the same extent as the original and has the same evidentiary value.

Discipline committee and appeals committee

Discipline committee

   20.  (1)  The board of the administrative authority, or the Minister if there is no designated administrative authority, shall establish a discipline committee to hear and determine, in accordance with the prescribed procedures, issues concerning whether registrants have failed to comply with the code of ethics.

Appeals committee

   (2)  The board of the administrative authority, or the Minister if there is no designated administrative authority, shall establish an appeals committee to consider, in accordance with the prescribed procedures, appeals from the discipline committee.

Appointment of members

   (3)  The board of the administrative authority, or the Minister if there is no designated administrative authority, shall appoint the members of the discipline committee and the members of the appeals committee and, in making the appointments, shall ensure that the prescribed requirements for the composition of each committee are met.

Result of a determination

   (4)  If the discipline committee determines under subsection (1) that a registrant has failed to comply with the code of ethics, it may do one or more of the following by order, as appropriate:

    1.  Require the registrant to take further educational courses.

    2.  In accordance with the terms that may be specified by the committee, require the registrant to fund educational courses for the registrant’s employees or to arrange and fund such courses.

    3.  Despite subsection 12 (1) of the Safety and Consumer Statutes Administration Act, 1996, impose any fine that the committee considers appropriate, in accordance with subsection (5), to be paid by the registrant to the administrative authority, or to the Minister of Finance if there is no designated administrative authority.

    4.  Suspend or postpone the taking of further educational courses, the funding or the funding and arranging of educational courses or the imposition of the fine for a period and upon terms that the committee designates.

    5.  Fix and impose costs to be paid by the registrant to the administrative authority, or to the Minister of Finance if there is no designated administrative authority.

    6.  Impose conditions on the registrant’s registration.

    7.  Suspend the registrant’s registration for any length of time or revoke it.

Maximum fine

   (5)  A fine imposed under paragraph 3 of subsection (4) shall not exceed $25,000, or a lesser prescribed amount.

Appeal

   (6)  A party to the discipline proceeding may appeal the discipline committee’s final order to the appeals committee.

Power of appeals committee

   (7)  The appeals committee may by order overturn, affirm or modify the order of the discipline committee and may make an order under subsection (4).

Payment of fine

   (8)  The registrant shall pay any fine imposed under subsection (4),

  (a)  on or before the day specified in the discipline committee’s order or, if the fine is appealed, on or before the day specified in the appeals committee’s order; or

  (b)  on or before the 60th day after the date of the last order made in respect of the fine, if no day is specified in that order.

Educational course

   (9)  The registrant shall take any educational course required under subsection (4),

  (a)  within the time period specified in the discipline committee’s order or, if the requirement is appealed, within the time period specified in the appeals committee’s order; or

  (b)  at the first reasonable opportunity after the last order made in respect of the educational course, if no time period is specified in that order.

Arranging and funding educational courses

   (10)  The registrant shall arrange and fund any educational courses for employees as required under subsection (4) within the time period specified in the discipline committee’s order or, if the requirement is the subject of an appeal, within the time period specified in the appeals committee’s order.

Funding educational courses

   (11)  The registrant shall fund any educational courses for employees as required under subsection (4),

  (a)  within the time period specified in the discipline committee’s order or, if the requirement is the subject of an appeal, within the time period specified in the appeals committee’s order; or

  (b)  at the first reasonable opportunity after the last order made in respect of the educational courses, if no time period is specified in that order.

Public access

   (12)  Decisions of the discipline committee and the appeals committee shall be made available to the public in the prescribed manner.

Appointment of investigators

   21.  (1)  The director may appoint persons to be investigators for the purposes of conducting investigations.

Certificate of appointment

   (2)  The director shall issue to every investigator a certificate of appointment bearing the director’s signature or a facsimile of it.

Production of certificate of appointment

   (3)  Every investigator who is conducting an investigation, including under section 22, shall, on request, produce his or her certificate of appointment.

Search warrant

   22.  (1)  On application made without notice by an investigator, a justice of the peace may issue a warrant, if he or she is satisfied on information under oath that there is reasonable ground for believing that a person has contravened or is contravening this Act or the regulations or has committed an offence under the law of any jurisdiction that is relevant to the person’s fitness for registration under this Act, and that,

  (a)  there is in any building, dwelling or place anything relating to the contravention of this Act or the regulations or to the person’s fitness for registration; or

  (b)  there is information or evidence relating to the contravention of this Act or the regulations or the person’s fitness for registration that may be obtained by using an investigative technique or by doing anything else described in the warrant.

Powers under warrant

   (2)  Subject to any conditions contained in it, a warrant obtained under subsection (1) authorizes an investigator to,

  (a)  enter the building, dwelling or place specified in the warrant and examine and seize anything described in the warrant;

  (b)  use any electronic records system used in carrying on business in order to produce information or evidence described in the warrant;

   (c)  exercise any of the powers specified in subsection (10); and

  (d)  use any investigative technique or procedure or do anything else described in the warrant.

Entry into dwelling

   (3)  Despite subsection (2), an investigator shall not exercise the power under a warrant to enter a place, or part of a place, used as a dwelling, unless the justice of the peace,

  (a)  is informed that the warrant is being sought to authorize entry into a dwelling; and

  (b)  authorizes the entry.

Conditions on warrant

   (4)  A warrant obtained under subsection (1) shall contain the conditions that the justice of the peace considers advisable to ensure that any search authorized by the warrant is reasonable in the circumstances.

Expert help

   (5)  The warrant may authorize persons who have special, expert or professional knowledge and other persons as necessary to accompany and assist the investigator in executing the warrant.

Time of execution

   (6)  An entry under a warrant issued under this section shall not be made outside the hours of 6 a.m. to 9 p.m., unless the warrant specifies otherwise.

Expiry of warrant

   (7)  A warrant issued under this section shall name a date of expiry, which shall be no later than 30 days after its issue, but a justice of the peace may extend the date of expiry for an additional period of no more than 30 days, on an investigator’s application without notice.

Use of force

   (8)  An investigator may call upon police officers for assistance in executing the warrant and may use whatever force is reasonably necessary to execute the warrant.

Obstruction

   (9)  No person shall obstruct an investigator executing a warrant under this section or withhold from him or her or conceal, alter or destroy anything relevant to the investigation being conducted under the warrant.

Assistance

   (10)  An investigator may, in the course of executing a warrant, require a person to produce the evidence or information described in the warrant and to provide whatever assistance is reasonably necessary, including using any electronic records system to produce the evidence or information described in the warrant, and the person shall produce the evidence or information or provide the assistance.

Return of seized items

   (11)  An investigator who seizes anything under this section, section 23 or section 24 may make a copy of it and shall return it within a reasonable time.

Admissibility

   (12)  A copy of a document or record certified by an investigator as being a true copy of the original is admissible in evidence to the same extent as the original and has the same evidentiary value.

Seizure of things not specified

   23.  An investigator who is lawfully present in a place under a warrant or otherwise in the execution of his or her duties may, without a warrant, seize anything in plain view that the investigator believes on reasonable grounds will afford evidence relating to a contravention of this Act or the regulations.

Searches in exigent circumstances

   24.  (1)  An investigator may exercise any of the powers described in subsection 22 (2) without a warrant if the conditions for obtaining the warrant exist but by reason of exigent circumstances it would be impracticable to obtain the warrant.

Dwellings

   (2)  Subsection (1) does not apply to a building or part of a building that is being used as a dwelling.

Use of force

   (3)  The investigator may, in exercising any power given by this section, call on police officers for assistance and use whatever force is reasonably necessary.

Applicability of s. 22

   (4)  Subsections 22 (5), (9), (10), (11) and (12) apply to a search under this section, with necessary modifications.

Appointment of receiver and manager

   25.  (1)  The director may apply to the Superior Court of Justice for the appointment of a receiver and manager to take possession and control of a registrant’s business if,

  (a)  an investigation of the registrant has been undertaken under this Act;

  (b)  the director has made or is about to make an order under section 26; or

   (c)  the director has reasonable grounds to believe that a registrant has failed to provide financial advice that a client has paid for.

Order

   (2)  The court may make an order for the appointment of a receiver and manager, if it is satisfied that it is in the public interest to have a receiver and manager take control of the registrant’s business.

Notice

   (3)  The court may make an order under subsection (2) without notice or, if it considers that notice should be given, on the notice stipulated by the court.

60 day maximum

   (4)  The order of the court shall provide for the term of the receiver and manager, which shall not be longer than 60 days.

Extensions

   (5)  Despite subsection (4), the director may, without notice, apply to the court to extend the receiver and manager’s term for further terms of not more than 60 days each in accordance with the regulations.

Duties of receiver and manager

   (6)  The receiver and manager shall,

  (a)  take possession and control of the assets of the registrant’s business;

  (b)  conduct the registrant’s business; and

   (c)  take any steps that are, in the receiver and manager’s opinion, necessary for the rehabilitation of the business.

Powers of receiver and manager

   (7)  The receiver and manager has all the powers of the board of directors of the corporation, if the registrant is a corporation, or of a sole proprietor or all partners if the registrant is not a corporation.

May exclude directors, etc.

   (8)  Without limiting the generality of subsection (7), the receiver and manager may exclude from the premises and property of the registrant the directors, officers, employees and agents of the registrant, interested persons in respect of the registrant and any other persons connected with the registrant.

Interested persons

   (9)  Subsection 9 (6) applies for the purposes of subsection (8), except that the opinion as to whether a person is an interested person in respect of another person is that of the receiver and manager.

Freeze orders, registrants and former registrants

   26.  (1)  If the conditions in subsection (2) are met, the director may, in writing,

  (a)  order any person to hold any asset or trust fund of a registrant or former registrant that the person has on deposit or controls;

  (b)  order a registrant or former registrant to refrain from withdrawing any asset or trust fund from a person who has it on deposit or controls it; or

   (c)  order a registrant or former registrant to hold any asset or trust fund of a client or other person in trust for the person entitled to it.

Conditions

   (2)  The director may make an order under subsection (1) if he or she believes that it is advisable for the protection of a registrant’s or former registrant’s clients and,

  (a)  a search warrant has been issued under this Act; or

  (b)  criminal proceedings or proceedings in relation to a contravention under this Act or under any other Act are about to be or have been instituted against the registrant or former registrant in connection with or arising out of conducting business for which registration is required under this Act.

Limitation

   (3)  In the case of a bank or authorized foreign bank within the meaning of section 2 of the Bank Act (Canada), a credit union within the meaning of the Credit Unions and Caisses Populaires Act, 1994, or a loan corporation or trust corporation within the meaning of the Loan and Trust Corporations Act, the order under subsection (1) applies only to the offices and branches named in the order.

Release of asset or trust fund

   (4)  The director may consent to the release of any particular asset or trust fund from the order or may wholly revoke the order.

Exception

   (5)  Subsection (1) does not apply if the registrant or former registrant files with the director, in the manner and amount that the director determines,

  (a)  a personal bond accompanied by collateral security;

  (b)  a bond of an insurer licensed under the Insurance Act to write surety and fidelity insurance;

   (c)  a bond of a guarantor accompanied by collateral security; or

  (d)  another prescribed form of security.

Application to court

   (6)  An application may be made to the Superior Court of Justice for a determination in respect of the disposition of any asset or trust fund,

  (a)  by a person to whom an order under subsection (1) is addressed, if that person is in doubt as to whether the order applies to the asset or trust fund; or

  (b)  by a person who claims an interest in the asset or trust fund that is subject to the order.

Notice

   (7)  If an order is made under subsection (1), the director may register in the appropriate land registry office a notice that the order has been issued and that it may affect land belonging to the person referred to in the notice, and the notice has the same effect as the registration of a certificate of pending litigation, except that the director may revoke or modify the notice, in writing.

Cancellation or discharge

   (8)  A registrant or former registrant in respect of which an order has been made under subsection (1) or any person having an interest in land in respect of which a notice is registered under subsection (7) may apply to the Tribunal for cancellation of the order or discharge of the registration.

Disposition by Tribunal

   (9)  The Tribunal shall dispose of the application after a hearing and may cancel the order or discharge the registration, in whole or in part, if it finds that,

  (a)  the order or registration is not required, in whole or in part, for the protection of the applicant’s clients or of other persons having an interest in the land; or

  (b)  the interests of other persons are unduly prejudiced by the order or registration.

Parties

   (10)  The applicant, the director and any other persons that the Tribunal specifies are parties to the proceeding before the Tribunal.

Court application

   (11)  If the director has made an order under subsection (1) or registered a notice under subsection (7), he or she may apply to the Superior Court of Justice, without notice, for direction or an order as to the disposition of any asset or trust fund affected by the order or notice.

Freeze orders, non-registrants

   27.  (1)  The director may make an order described in subsection (2) in respect of the money or assets of a person who is not registered under this Act and who is alleged to have conducted business for which registration is required under this Act at a time when the person was not registered to do so if the following conditions are satisfied:

    1.  The director receives an affidavit alleging that the person who is not registered under this Act,

            i.  is subject to criminal proceedings or proceedings in relation to a contravention under this Act or any other Act that are about to be or have been instituted against the person in connection with or arising out of conducting business for which registration is required under this Act, or

           ii.  owns a building, dwelling or place, or carries on activities in a building, dwelling or place, in respect of which a search warrant has been issued under section 22.

    2.  The affidavit sets out facts supporting the allegation.

    3.  Based on the affidavit, the director finds reasonable grounds to believe that,

            i.  in the course of conducting business for which registration is required under this Act, the person who is the subject of the allegation has received money or assets from clients; and

           ii.  the interests of those clients require protection.

Order

   (2)  In the circumstances described in subsection (1), the director may, in writing,

  (a)  order any person that has on deposit or controls any money or asset of the person who is the subject of the allegation to hold the money or asset; or

  (b)  order the person who is the subject of the allegation,

           (i)  to refrain from withdrawing any money or asset from a person having it on deposit or controlling it, or

          (ii)  to hold any money or asset of a client or other person in trust for the person who is entitled to it.

Application

   (3)  Subsections 26 (3) to (11) apply with necessary modifications to an order made under this section.

PART VI
Conduct and OFFENCES

Notice of changes to director

   28.  (1)  Every registrant shall, within five days after the following changes, notify the director in writing of,

  (a)  any change in address for service; or

  (b)  in the case of a corporation or partnership, any change in the officers or directors.

Timing

   (2)  The director is deemed to have been notified on the day on which he or she is actually notified or, if the notification is by mail, on the day the notification was mailed.

Financial statements

   (3)  Every registrant shall, when the director so requires, file a financial statement that,

  (a)  shows the matters specified by the director;

  (b)  is signed by the registrant in the case of a sole proprietorship or by an officer of the registrant if the registrant is a partnership or corporation; and

   (c)  is certified by a person licensed under the Public Accounting Act, 2004.

Confidential

   (4)  The information contained in a financial statement filed under subsection (3) is confidential and no person shall, except in the ordinary course of the person’s duties, communicate the information or allow access to the financial statement.

Liability for deposits

   29.  (1)  If any person is entitled to the repayment of money paid for or on account of financial advice, any financial advisor who received the money or any part of it is liable jointly and severally with any other person who is liable for the repayment of the money.

Exception

   (2)  Subsection (1) does not apply if,

  (a)  the financial advisor has acted in good faith and at arm’s length with the person with whom the financial advisor would be jointly and severally liable under subsection (1); and

  (b)  the person with whom the financial advisor would be jointly and severally liable under subsection (1) is not in breach of a requirement to be registered under this Act.

Falsifying information

   30.  No registrant shall falsify, assist in falsifying or induce or counsel another person to falsify or assist in falsifying any information or document relating to the provision of financial advice.

Furnishing false information

   31.  No registrant shall furnish, assist in furnishing or induce or counsel another person to furnish or assist in furnishing any false or deceptive information or documents relating to the provision of financial advice.

False advertising

   32.  No registrant shall make false, misleading or deceptive statements in any advertisement, circular, pamphlet or other material published by any means relating to the provision of financial advice.

Order of director re: false advertising

   33.  (1)  If the director believes on reasonable grounds that a registrant is making a false, misleading or deceptive statement in any advertisement, circular, pamphlet or other material published by any means, the director may do one or both of the following:

    1.  Order the registrant to cease using the material.

    2.  Order the registrant to publish a retraction or correction, which must be as prominent as the original publication.

Procedures

   (2)  Section 12 applies to an order made under subsection (1) as if the order were a proposal by the director to refuse a registration.

Effect

   (3)  The order of the director takes effect immediately, but the Tribunal may grant a stay until the director’s order becomes final.

Pre-approval

   (4)  If the registrant does not appeal an order under this section or if the order or a variation of it is upheld by the Tribunal, the registrant shall, on the director’s request, submit all statements in any advertisement, circular, pamphlet or other material to be published by any means to the director for approval, before publication, for the period that the director specifies.

Specified period

   (5)  The period that the director specifies under subsection (4) shall not exceed the prescribed period.

Restraining orders

   34.  (1)  If it appears to the director that a person is not complying with this Act, the regulations or an order made under this Act, the director may apply to the Superior Court of Justice for an order directing the person to comply, and the court may make any order that it thinks fit.

Same

   (2)  Subsection (1) applies in addition to any other procedures that may be available to the director, whether or not the director has exercised his or her rights under them.

Appeal

   (3)  An appeal lies to the Divisional Court from an order made under subsection (1).

Offence

   35.  (1)  A person is guilty of an offence who,

  (a)  knowingly furnishes false information in any application under this Act or in any statement or return required under this Act;

  (b)  fails to comply with any order (other than an order made by a committee under section 20), direction or other requirement under this Act; or

   (c)  contravenes or fails to comply with any provision of this Act or the regulations, other than the code of ethics.

Corporations

   (2)  An officer or director of a corporation is guilty of an offence if he or she fails to take reasonable care to prevent the corporation from committing an offence mentioned in subsection (1).

Penalties

   (3)  An individual who is convicted of an offence under this Act is liable to a fine of not more than $50,000, to imprisonment for a term of not more than two years less a day, or to both, and a corporation that is convicted of an offence under this Act is liable to a fine of not more than $250,000.

Limitation

   (4)  No proceeding under this section shall be commenced more than two years after the facts on which the proceeding is based first came to the director’s knowledge.

Orders for compensation or restitution

   36.  (1)  A court that convicts a person of an offence under this Act may, in addition to any other penalty, order the person convicted to pay compensation or make restitution.

If insurance has paid

   (2)  If an order is made under subsection (1) in favour of a person who has already received compensation or restitution from an insurer or compensation fund, the person ordered to pay the compensation or make restitution shall pay the amount to the insurer or compensation fund, as the case may be.

Default in payment of fines

   37.  (1)  If a fine payable as a result of a conviction for an offence under this Act is in default for at least 60 days, the director may disclose to a consumer reporting agency the defaulter’s name, the amount of the fine and the date it went into default.

If payment made

   (2)  Within 10 days after the director receives notice that the fine has been paid in full, the director shall inform the consumer reporting agency of the payment.

Liens and charges

   38.  (1)  If a fine payable as a result of a conviction for an offence under this Act is in default for at least 60 days, the director may, by order, create a lien against the defaulter’s property.

Liens on personal property

   (2)  If the lien created by the director under subsection (1) relates to personal property,

  (a)  the Personal Property Security Act, except Part V, applies to the lien with necessary modifications, despite clause 4 (1) (a) of that Act;

  (b)  the lien is deemed to be a security interest that has attached for the purposes of the Personal Property Security Act; and

   (c)  the director may perfect the security interest referred to in clause (b) for the purposes of the Personal Property Security Act by registering a financing statement under that Act.

Liens and charges on real property

   (3)  If the lien created by the director under subsection (1) relates to real property, the director may register the lien against the defaulter’s property in the proper land registry office and, on registration, the obligation under the lien becomes a charge on the property.

Initiation of sale proceedings prohibited

   (4)  The director shall not initiate sale proceedings in respect of any real property against which a lien is registered under subsection (3).

Proceeds of sale

   (5)  If a lien is perfected by registration under subsection (2) or is registered against real property under subsection (3) and the related real or personal property is sold, the director shall ensure that the funds the director receives as a result of the sale are used to pay the fine.

Discharge of lien

   (6)  Within 10 days after the director receives notice that the fine has been paid in full, the director shall,

  (a)  discharge the registration of any financing statement registered under clause (2) (c); and

  (b)  register a discharge of any charge created on registration of a lien under subsection (3).

PART VII
General

Confidentiality

   39.  (1)  A person who obtains information in the course of exercising a power or carrying out a duty related to the administration of this Act or the regulations shall preserve secrecy with respect to the information and shall not communicate the information to any person except,

  (a)  as may be required in connection with a proceeding under this Act or in connection with the administration of this Act or the regulations;

  (b)  to a ministry, department or agency of a government engaged in the administration of legislation similar to this Act or legislation that protects consumers or to any other entity to which the administration of legislation similar to this Act or legislation that protects consumers has been assigned;

   (c)  as authorized under the Regulatory Modernization Act, 2007;

  (d)  to a prescribed entity or organization, if the purpose of the communication is consumer protection;

  (e)  to a law enforcement agency;

   (f)  to the person’s counsel; or

  (g)  with the consent of the person to whom the information relates.

Testimony

   (2)  Except in a proceeding under this Act, no person shall be required to give testimony in a civil proceeding with regard to information obtained in the course of exercising a power or carrying out a duty related to the administration of this Act or the regulations.

Service

   40.  (1)  Any notice, order or request is sufficiently given or served if it is,

  (a)  delivered personally;

  (b)  sent by registered mail; or

   (c)  sent by another manner if the sender can prove receipt.

Deemed service

   (2)  If service is made by registered mail, the service is deemed to be made on the third day after the day of mailing unless the person being served establishes that the person did not, acting in good faith, through absence, accident, illness or other cause beyond the person’s control, receive the notice, order or request until a later date.

Exception

   (3)  Despite subsections (1) and (2), the Tribunal may order any other method of service it considers appropriate in the circumstances for any notice, order or request given or served by the Tribunal.

Fees

   41.  (1)  The board of the administrative authority, or the Minister if there is no designated administrative authority, may, by order, establish fees that are payable under this Act in respect of applications for registration and for renewal of registration, late filings and other administrative matters.

Legislation Act, 2006, Part III

   (2)  An order made under this section is not a regulation for the purposes of Part III (Regulations) of the Legislation Act, 2006.

Certificate as evidence

   42.  (1)  For all purposes in any proceeding, a statement purporting to be certified by the director is, without proof of the director’s office or signature, admissible in evidence as proof, in the absence of evidence to the contrary, of the facts stated in it in relation to,

  (a)  the registration or non-registration of any person;

  (b)  the filing or non-filing of any document or material that is required or permitted to be filed with the director;

   (c)  the time when the facts upon which the proceedings are based first came to the director’s knowledge; or

  (d)  any other matter pertaining to registration or non-registration of persons or to filing or non-filing of information.

Proof of document

   (2)  Any document made under this Act that purports to be signed by the director or a certified copy of the document is admissible in evidence in any proceeding as proof, in the absence of evidence to the contrary, that the document is signed by the director, without proof of the director’s office or signature.

Names and information concerning registrants

   43.  The director shall, in the prescribed form and manner, make available to the public any prescribed registrant information.

PART VIII
REGULATIONS

Minister’s regulations

   44.  (1)  The Minister may make regulations,

  (a)  establishing the code of ethics;

  (b)  governing the jurisdiction and procedures of any committee established under this Act;

   (c)  respecting any matter that is delegated by the Lieutenant Governor in Council to the Minister under clause 45 (1) (z.2).

Code of ethics

   (2)  A regulation under clause (1) (c) may be made as part of the code of ethics.

Delegation

   (3)  Despite subsection 3 (4) of the Safety and Consumer Statutes Administration Act, 1996, if there is a designated administrative authority, the Minister may, by regulation, delegate to its board the power to make some or all of the regulations under subsection (1), subject to the Minister’s approval.

Approval

   (4)  If a delegation under subsection (3) is in effect,

  (a)  the Minister may approve or refuse to approve the regulations, subject to clause (b); and

  (b)  approval shall be given only if, in the Minister’s opinion, the regulations have been made in accordance with the consultation criteria and process set out in the administrative agreement described in subsection 4 (1) of the Safety and Consumer Statutes Administration Act, 1996.

Revocation, transition

   (5)  The Minister may, by regulation, revoke a delegation under subsection (3), but the revocation of the delegation does not result in the revocation of any regulation made by the board of the administrative authority under the delegated power before the revocation of the delegation, and the board’s regulation remains valid until revoked by the Minister.

Residual authority to act

   (6)  Despite any delegation under subsection (3) and without having to revoke the delegation, the Minister continues to have authority to make regulations in respect of the matter that is the subject of the delegation.

Making regulation not a revocation

   (7)  The Minister’s making of a regulation does not constitute the revocation of a delegation under this section unless the regulation so specifies.

Conflicts

   (8)  If there is a conflict between a regulation made under this section and a regulation made by the Lieutenant Governor in Council under section 45, the latter prevails.

Lieutenant Governor in Council regulations

   45.  (1)  The Lieutenant Governor in Council may make regulations,

  (a)  exempting any person or class of persons from any provision of this Act or the regulations and attaching conditions to an exemption;

  (b)  respecting applications for registration or renewal of registration and prescribing conditions of registration;

   (c)  governing educational requirements for applicants for registration, applicants for renewal of registration and registrants, including,

           (i)  establishing areas of specialization and prescribing different educational requirements for each area,

          (ii)  establishing a certification process in respect of an area of specialization,

         (iii)  requiring the applicants or registrants to meet educational requirements specified by the board of the administrative authority, the Minister, the director or to complete a program of studies that has been, or take one or more courses that have been, designated by the board of the administrative authority, the Minister, or the director,

         (iv)  authorizing the board of the administrative authority, the Minister, or the director to designate organizations that are authorized to provide the programs and courses designated under subclause (iii), and

          (v)  requiring that all educational requirements specified under subclause (i) and the list of all programs and courses designated under subclause (iii) be made available to the public;

  (d)  providing for the expiration and renewal of registrations;

  (e)  prescribing requirements for the purposes of subsections 8 (1) and 9 (1);

   (f)  requiring registrants to provide information to the director concerning persons other than the registrants in order to assist in determining whether they are or may be interested persons;

  (g)  prescribing rules for offices and requiring registrants or classes of registrants to maintain offices that comply with the rules;

  (h)  prescribing the responsibilities of registrants or any class of registrant;

    (i)  requiring registrants to provide proof of registration on request and in the prescribed circumstances, and prescribing the nature of the proof and the manner in which it is to be provided;

    (j)  governing procedures for hearings held by the Tribunal, providing for the responsibility for the payment of witness fees and expenses at proceedings before the Tribunal and prescribing the amounts of the fees and expenses;

   (k)  respecting procedures and other matters related to complaints under section 18;

    (l)  respecting inspections and investigations under this Act;

(m)  governing the composition of the discipline committee and the appeals committee and, subject to subsection 20 (3), governing matters relating to the appointment of the members of those committees;

  (n)  prescribing a maximum fine to be imposed for contravention of the code of ethics;

  (o)  respecting the manner in which and the frequency with which decisions of the discipline committee and appeals committee are made available to the public;

  (p)  respecting financial security requirements for registrants or any class of registrants, including requiring them to be bonded or insured to have collateral security, including,

           (i)  prescribing the minimum amount of insurance coverage that they must have and prescribing the insurers with which they must be insured, and

          (ii)  prescribing the forfeiture of bonds, the disposition of proceeds and other matters related to the financial security requirements;

  (q)  requiring and governing the maintenance of trust accounts by registrants or any class of registrants, prescribing the money or other property that shall be held in trust and the conditions of the trust and authorizing the director to specify the location at which the trust accounts must be kept;

   (r)  setting out the manner in which trust accounts are wound down when a registration ends;

   (s)  governing applications to extend a receiver and manager’s term under subsection 25 (5);

    (t)  governing the documents and records that must be kept by registrants or any class of registrants, including the manner and location in which they are kept and the time periods for retaining them and authorizing the director to specify the location at which they must be kept;

  (u)  prescribing information that a financial advisor must disclose to a client or to another registrant;

   (v)  governing the disclosure of registrants’ names and other information concerning them;

  (w)  prescribing information that must be provided to the director and requiring that specified information be verified by affidavit;

   (x)  prescribing registrant information that the director shall make available to the public and prescribing the form and manner in which the information shall be made available to the public;

   (y)  requiring that any information required under this Act be in a form approved by the director, or the Minister, as specified in the regulation;

   (z)  regulating advertising and representations or promises intended to induce the purchase of financial advice;

(z.1) authorizing the director or the board of the administrative authority to conduct quality assurance programs in relation to the administration of this Act or the regulations and to use information collected under this Act for the purposes of those programs.

(z.2) delegating to the Minister any matter that may be the subject of a regulation under this section;

(z.3) prescribing rules relating to addresses for service under this Act;

(z.4) varying the manner in which a notice under subsection 26 (7) or a lien under subsection 38 (3) is registered as a result of technological or electronic changes in the filing of documents in the land registry office;

(z.5) governing the application of the Electronic Commerce Act, 2000 or any part of that Act to this Act;

(z.6) providing for any transitional matter necessary for the effective implementation of this Act or the regulations;

(z.7) prescribing any matter or thing that this Act refers to as being prescribed or as being in accordance with the regulations.

Revocation, transition

   (2)  The Lieutenant Governor in Council may, by regulation, revoke a delegation under clause (1) (z.2), but the revocation of a delegation does not result in the revocation of any regulation that was made before the revocation of the delegation,

  (a)  by the Minister under the delegated power;

  (b)  by the board of the administrative authority under a further delegation by the Minister under subsection 44 (3).

Regulation remains valid

   (3)  A regulation made by the Minister or the board of the administrative authority before the revocation of a delegation under subsection (2) remains valid until revoked by the Lieutenant Governor in Council.

Residual authority to act

   (4)  Despite any delegation under clause (1) (z.2) and without having to revoke the delegation, the Lieutenant Governor in Council continues to have authority to make regulations in respect of the matter that is the subject of the delegation.

Making regulation not a revocation

   (5)  The Lieutenant Governor in Council’s making of a regulation does not constitute the revocation of a delegation under this section unless the regulation so specifies.

PART IX
consequential amendments

Amendments to this Act

   46.  (1)  The definition of “administrative authority” in subsection 1 (1) of this Act is repealed and the following substituted:

“administrative authority” means the administrative authority prescribed under clause 4 (1) (b) of the Delegated Administrative Authorities Act, 2012to administer specified provisions of this Act and the regulations; (“organisme d’application”)

   (2)  Paragraph 3 of subsection 20 (4) of this Act is repealed and the following substituted:

    3.  Despite subsection 35 (1) of the Delegated Administrative Authorities Act, 2012, impose any fine that the committee considers appropriate, in accordance with subsection (5), to be paid by the registrant to the administrative authority or to the Minister of Finance if there is no delegated administrative authority.

   (3)  Subsections 44 (3), (4), (5) and (6) of this Act are repealed.

   (4)  This Act is amended by striking out “designated administrative authority” in the following provisions and substituting in each case “delegated administrative authority”:

    1.  Clause 2 (1) (b).

    2.  Subsections 20 (1), (2) and (3).

    3.  Paragraphs 3 and 5 of subsection 20 (4).

    4.  Subsection 41 (1).

Collection Agencies Act

   47.  Section 2 of the Collection Agencies Act is amended by striking out “or” at the end of clause (f), by adding “or” at the end of clause (g) and by adding the following clause:

  (h)  to a financial advisor registered under the Financial Advisors Act, 2014 or to his or her employees to the extent of the business authorized by the registration.

Licence Appeal Tribunal Act, 1999

   48.  Subsection 11 (1) of the Licence Appeal Tribunal Act, 1999 is amended by adding “Financial Advisors Act, 2014”.

Ontario Labour Mobility Act, 2009

   49.  (1)  Table 1 of the Ontario Labour Mobility Act, 2009 is amended by adding the following item:

 

60.

Financial Advisors Act, 2014

The administrative authority designated under subsection 3 (2) of the Safety and Consumer Statutes Administration Act, 1996 or, if there is no designated administrative authority, the Minister responsible for the administration of the authorizing statute

   (2)  Item 60 of Table 1 of the Act is repealed and the following substituted:

 

60.

Financial Advisors Act, 2014

The delegated administrative authority prescribed under clause 4 (1) (b) of the Delegated Administrative Authorities Act, 2012 in relation to the authorizing statute or, if there is no administrative authority, the Minister responsible for the administration of the authorizing statute

Safety and Consumer Statutes Administration Act, 1996

   50.  The Schedule to the Safety and Consumer Statutes Administration Act, 1996 is amended by adding “Financial Advisors Act, 2014”.

PART X
commencement and short title

Commencement

   51.  (1)  Subject to subsections (2), (3), (4), (5) and (6), this Act comes into force on a day to be named by proclamation of the Lieutenant Governor.

Same

   (2)  Subsection 46 (1) comes into force on the later of the day subsection 4 (1) of the Delegated Administrative Authorities Act, 2012 comes into force and the day subsection 1 (1) of this Act comes into force.

Same

   (3)  Subsection 46 (2) comes into force on the later of the day subsection 4 (1) of the Delegated Administrative Authorities Act, 2012 comes into force and the day subsection 20 (4) of this Act comes into force.

Same

   (4)  Subsection 46 (3) comes into force on the later of the day subsection 4 (1) of the Delegated Administrative Authorities Act, 2012 comes into force and the day section 44 of this Act comes into force.

Same

   (5)  Subsection 46 (4) comes into force on the later of the day subsection 4 (1) of the Delegated Administrative Authorities Act, 2012 comes into force and the day subsection 2 (1) of this Act comes into force.

Same

   (6)  Subsection 49 (2) comes into force on the later of the day subsection 4 (1) of the Delegated Administrative Authorities Act, 2012 comes into force and the day subsection 49 (1) of this Act comes into force.

Short title

   52.  The short title of this Act is the Financial Advisors Act, 2014.

 

EXPLANATORY NOTE

The Bill enacts a new Act, the Financial Advisors Act, 2014, to regulate financial advisors in Ontario.

The Act establishes the office of the director to administer the Act. The director may be appointed by the board of an administrative authority designated under the Safety and Consumer Statutes Administration Act, 1996 to administer the Act. If no administrative authority is designated, the Minister of Consumer Services appoints the director.

The Act requires that persons who act or hold themselves out as financial advisors be registered. A person who wishes to bring an action for commission or other remuneration for services in connection with the sale of financial advice must be registered, or the action may be stayed. Registrations are not transferable.

The Act gives the director power to deal with complaints made about registrants, and provides powers to inspect registrants and conduct investigations. Inspectors are authorized to enter and inspect registrants’ offices, other than offices used as a dwelling. Investigators may obtain warrants authorizing them to search dwellings, buildings or places containing anything that relates to an investigation or authorizing them to use additional investigative techniques. In addition, investigators may search premises other than dwellings without warrants in exigent circumstances.

The Minister has the power to establish a code of ethics for financial advisors. A discipline committee and an appeals committee are to be established to determine whether registrants have failed to comply with the code. Registrants who have failed to comply with the code may be subject to penalties including fines of up to $25,000 and revocation of their licences.

The director may freeze the assets of registrants and former registrants in certain circumstances if he or she determines this is advisable to protect their clients. The director may also apply to the Superior Court of Justice for the appointment of a receiver and manager to take control of a registrant’s business in certain circumstances.

Falsifying information, furnishing false information and false advertising are all prohibited. The director may make orders in respect of false advertising and may require that advertising be pre-approved before publication. The director may apply for a restraining order if a person is not complying with the Act.

An individual who contravenes the Act is guilty of an offence and, on conviction, is liable to a fine of up to $50,000 or imprisonment of up to two years less a day. A corporation is liable to a fine of up to $250,000. The courts may also order restitution or compensation upon conviction. If a fine is not paid, a lien may be registered against the person’s property.

The Act contains general provisions dealing with matters such as confidentiality, service of documents and the setting of fees by the Minister.

The Lieutenant Governor in Council may make regulations dealing with a broad range of matters to regulate financial advisors. The Lieutenant Governor in Council’s powers to make regulations may be delegated to the Minister. The Minister may make regulations establishing the code of ethics and governing the jurisdiction of committees. The Minister’s regulatory powers may be delegated to the administrative authority. Regulations made by the administrative authority must be approved by the Minister.

The Bill contains amendments that will update the Act when the Delegated Administrative Authorities Act, 2012 comes into force. It also contains consequential amendments to the Collection Agencies Act, the Licence Appeal Tribunal Act, 1999, the Ontario Labour Mobility Act, 2009 and the Safety and Consumer Statutes Administration Act, 1996.

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