Wright Temelini LLP
Wright Temelini LLP
A recent amendment to the Ontario
Securities Act broadens the types of books
and records that market participants must
keep. The amendment passed with no
debate or fanfare, but appears to significantly
expand the obligation to maintain books
and records, and by extension, the powers
of Ontario Securities Commission (OSC)
staff in compliance reviews.
On June 4, 2015, Bill 91, “An Act to
implement Budget measures and to enact
and amend various Acts”, passed the
Ontario Legislature and came into force.
Bill 91 amended approximately 50 different
pieces of legislation, some of which
implemented various measures in the recent
provincial budget, while others, as the title
suggests, bundled together amendments to
assorted acts. It was in every sense, a true
The Bill was introduced and passed in
about six weeks which qualifies as lightning
speed in the world of legislation. It was one of
the last orders of business before the Ontario
Legislature rose for the summer recess.
Tucked away in Schedule 39, in
between changes to the Public Sector Salary
Disclosure Act, 1996, and the Taxation Act,
2007, were amendments to the Securities
Act. One of the amendments added to the
requirements for market participants to
maintain books and records.
Market participants, which include
registrants, as well as persons and
companies exempted from the requirement
to be registered under the Securities Act,
were already required to maintain books,
records and other documents. For the
proper recording of its business transactions
and financial affairs and the transactions
that it executes on behalf of others; and as
may otherwise be required under Ontario
These requirements are similar to those
that exist in various other provinces.
The amendment added language which
now requires market participants to keep
books, records and other documents “as
may reasonably be required to demonstrate
compliance with Ontario securities law.”
It does not appear that there is any
such similar requirement in other securities
legislation in Canada.
This new requirement raises at least two
By Greg Temelini and Janice Wright
important questions: what does this new
language mean, and why does it matter?
Starting with what the new language
means, the short and unsatisfying answer
is, it’s unclear.
From the public record, there is no
evidence that any member of the Ontario
Legislature debated or even commented on
the change to the Securities Act. Further, in
the 6 short days of hearings on the whole of
Bill 91, there were no relevant submissions
on the amendment before the standing
committee tasked with reviewing the Bill.
The logical and perhaps obvious point
OSC Books and Records Requirement Broadened by Recent Amendment