Nikolai Timofejev
15 years in FinTech and payments. Maps your business model to the right licence scope and leads the file all the way to the principal regulator's decision, including banking and payment rails.
Get an investment license in Canada.
Canada has no federal securities regulator. It has thirteen provincial and territorial ones, and NI 31-103 lets you deal with one: the province of your head office registers the firm as principal regulator (NP 11-204 s. 3.6(2)) and the passport extends that registration to the other jurisdictions automatically (s. 5.3(2)), with Ontario joining through its interface. Capital is set on Form 31-103F1 at CAD 25,000 for an adviser, CAD 50,000 for a dealer and CAD 100,000 for an investment fund manager - five figures for a market of 41.4 million people and the TSX. Investment dealers add CIRO membership under s. 9.1. No statute sets a decision clock.
27 yrs
on the international marketon the market
60+
in-house specialistsspecialists
400+
Licenses obtainedlicenses obtained
Updated
Canada in brief
Thirteen regulators, one principal, one passport.
Canada regulates securities province by province, and the thirteen regulators harmonise through the Canadian Securities Administrators rather than a federal act. The instrument that matters is National Instrument 31-103, consolidated from 1 January 2026, which sets the categories: dealers under s. 7.1(2) - investment dealer, mutual fund dealer, scholarship plan dealer, exempt market dealer, restricted dealer - advisers under s. 7.2(2) as portfolio manager or restricted portfolio manager, and the investment fund manager under s. 7.3. Investment dealers must join CIRO, the national self-regulatory organisation (s. 9.1, where the text still reads IIROC), and mutual fund dealers likewise under s. 9.2. Capital sits on Form 31-103F1: CAD 25,000 for an adviser, CAD 50,000 for a dealer, CAD 100,000 for an investment fund manager, with excess working capital never below zero under s. 12.1. Each firm names an ultimate designated person and a chief compliance officer (ss. 11.2-11.3).
The mechanism founders miss is the passport. Your head office fixes your principal regulator (NP 11-204 s. 3.6(2)); Form 33-109F6 goes to that regulator through the National Registration Database (s. 5.2(1)); once registered there, the firm is automatically registered in the same category in every passport jurisdiction (s. 5.3(2)). Ontario never signed MI 11-102, so the OSC joins through the interface process (s. 3.1) - one file, one reviewer, national reach. What the instrument does not contain is a clock: no statutory decision period, no published service standard, and OSC and NRD fee amounts that sit in fee rules we confirm before filing rather than quote here. Foreign firms serving permitted clients can stay outside registration under the international dealer and adviser exemptions (ss. 8.18, 8.26). Tax runs at 15% federal plus 11.5% in Ontario, 26.5% combined. We build the file from Toronto.
No federal regulator: the head-office province registers you under NI 31-103 (NP 11-204 s. 3.6(2)) and the passport extends it (s. 5.3(2)), Ontario via interface. Capital CAD 25k adviser, 50k dealer, 100k fund manager; investment dealers join CIRO.
No statutory clock. 15% federal plus 11.5% Ontario, 26.5% combined; Part XIII withholding 25%, treaty-reduced. Built from Toronto.
The two builds
The founder's registrations - or the CIRO dealer.
One instrument, categories by activity: exempt market dealer and portfolio manager registrations at CAD 50,000 and CAD 25,000 for firms selling exempt securities or managing portfolios, the investment dealer with CIRO membership for a full dealing book. We fix the category first, then build once.
The EMD / PM registrations - or the CIRO dealer.
01 - EMD · PORTFOLIO MANAGER
The founder's registrations
Exempt market dealer for trading prospectus-exempt securities (s. 7.1(2)(d)) and portfolio manager for discretionary mandates and advice (s. 7.2(2)(a)) - CAD 50,000 and CAD 25,000 on Form 31-103F1, no SRO membership, the investment fund manager category added at CAD 100,000 when you run your own funds.
Exempt market dealer for trading prospectus-exempt securities (s. 7.1(2)(d)) and portfolio manager for discretionary mandates and advice (s. 7.2(2)(a)) - CAD 50,000 and CAD 25,000 on Form 31-103F1, no SRO membership, the investment fund manager category added at CAD 100,000 when you run your own funds.
- ✓Exempt market dealer - CAD 50,000
- ✓Portfolio manager - CAD 25,000
- ✓Investment fund manager - CAD 100,000
- ✓UDP and CCO named (ss. 11.2-11.3)
- ✓No CIRO membership required
- ✓Passport across the provinces
02 - INVESTMENT DEALER
CIRO member · Form 1 capitalThe CIRO dealer
The full dealing house: trading, underwriting and advice incidental to dealing, registered under s. 7.1(2)(a) and admitted to CIRO under s. 9.1 - risk-adjusted capital on CIRO's Form 1 instead of Form 31-103F1 (s. 9.3), CIPF cover behind client accounts, and the same passport.
Full trading and underwriting with CIRO membership under s. 9.1 and Form 1 capital - CIPF behind the accounts, the same passport.
- ✓Full trading and underwriting
- ✓CIRO membership - s. 9.1
- ✓Form 1 risk-adjusted capital
- ✓CIPF protection for clients
- ✓CSC and CPH dealing representatives
- ✓Mutual fund dealer variant - s. 9.2
Costs and timelines are confirmed for your case before any work begins. Regulator and NRD fees follow the provincial fee rules (OSC Rule 13-502 in Ontario, MI 13-102 for the system) - we quote the current amounts rather than print them here.
Why Canada
National reach from a single provincial file.
Canada sells a large domestic market through a registration mechanism built for one filing, and it hides nothing about the clock.
✓
Head office picks the regulator
NP 11-204 s. 3.6(2): the province of your head office is your principal regulator - Ontario for the OSC and Toronto's market, another province for a different reviewer.Picks the principal regulator.
✓
The passport does the rest
Registered with the principal regulator, the firm is automatically registered in every passport jurisdiction in the same category (s. 5.3(2)); Ontario joins through its interface (s. 3.1).One file, national reach.
✓
Five-figure capital
CAD 25,000 adviser, CAD 50,000 dealer, CAD 100,000 investment fund manager on Form 31-103F1 - capital scaled to the category, not to the size of the country.CAD 25k / 50k / 100k.
✓
Categories cut to the model
Exempt market dealer, restricted dealer and restricted portfolio manager exist for models that do not fit the full categories (ss. 7.1(2), 7.2(2)) - terms and conditions instead of over-licensing.Cut to the model.
✓
CIRO, CIPF and OBSI
A national SRO for dealers, an investor protection fund behind their accounts and an ombudsman for complaints - counterparties recognise the architecture.Architecture counterparties know.
✓
No clock, said plainly
NI 31-103 sets no decision period and the regulators publish no service standard; the pace is the completeness of the file and the reviewer's queue. Plan for it rather than around it.Said plainly, planned for.
How it compares
How Canada differs from other routes.
The honest comparison: a large onshore market reached through one provincial file - against island regimes that are cheaper, faster and without a domestic pool.
Canada vs other jurisdictions
| Feature |  Canada | Other jurisdictions |
|---|---|---|
| Regime | NI 31-103 - principal regulator | Single-regulator licences |
| Capital | CAD 25k / 50k / 100k | £10k-£25k Jersey · Bermuda per 2022 Rules |
| Passport | Interprovincial · Ontario interface | None - single jurisdiction |
| Timeline | No statutory clock | ≤ 3 months Bermuda · ≈ 6 weeks Jersey |
Regime
CanadaNI 31-103 - principal regulator
Other jurisdictionsSingle-regulator licences
Capital
CanadaCAD 25k / 50k / 100k
Other jurisdictions£10k-£25k Jersey · Bermuda per 2022 Rules
Passport
CanadaInterprovincial · Ontario interface
Other jurisdictionsNone - single jurisdiction
Timeline
CanadaNo statutory clock
Other jurisdictions≤ 3 months Bermuda · ≈ 6 weeks Jersey
Country by country
| Country | License type | Taxation | Requirements |
|---|---|---|---|
| Canada | NI 31-103 registration | 26.5% Ontario combined | CAD 25k-100k, UDP and CCO |
 Bermuda | BMA licence - IBA 2003 | 0% · 15% MNE groups | Principal place of business, USD 2,840 to apply |
 Jersey | JFSC registration A-D | 0% · 10% financial services | £25k paid-up, four eyes |
 Isle of Man | IOMFSA Class 2 licence | 0% · 10% banking | Two resident directors, £4,283 to apply |
CanadaLicense typeNI 31-103 registration
Taxation26.5% Ontario combined
RequirementsCAD 25k-100k, UDP and CCO
BermudaLicense typeBMA licence - IBA 2003
Taxation0% · 15% MNE groups
RequirementsPrincipal place of business, USD 2,840 to apply
JerseyLicense typeJFSC registration A-D
Taxation0% · 10% financial services
Requirements£25k paid-up, four eyes
Isle of ManLicense typeIOMFSA Class 2 licence
Taxation0% · 10% banking
RequirementsTwo resident directors, £4,283 to apply
Before you apply
Requirements for the Canadian registration.Requirements for the registration.
The principal regulator reviews a file it has seen many times; the craft is completeness on Form 33-109F6 and a capital computation that already works. The checklist below is what a passing application contains.
01
Canadian firm with a head office - the head-office province fixes the principal regulator under NP 11-204 s. 3.6(2), so the address is a regulatory choice.
02
Category map - dealer categories under s. 7.1(2), adviser categories under s. 7.2(2), investment fund manager under s. 7.3, each with its own capital line.
03
Minimum capital - CAD 25,000 for an adviser, CAD 50,000 for a dealer, CAD 100,000 for an investment fund manager on Form 31-103F1.
04
Excess working capital - the Form 31-103F1 result must never fall below zero (s. 12.1), with the regulator notified if it does.
05
Bonding and insurance - fidelity bonding under ss. 12.3-12.5 in the Appendix A amounts, which we confirm for your category before filing.
06
UDP and CCO - an ultimate designated person and a chief compliance officer under ss. 11.2-11.3, running a compliance system under s. 11.1.
07
Proficiency - CFA or CIM for advising representatives, CSC and CPH for dealing representatives (Part 3), each registered on Form 33-109F4.
08
The NRD filing - Form 33-109F6 for the firm and 33-109F4 per individual, submitted through the National Registration Database to the principal regulator (NP 11-204 s. 5.2(1)).
09
Client assets - held in trust under s. 14.6 with a qualified Canadian custodian under s. 14.6.1; self-custody is restricted by s. 14.5.2.
10
CIRO membership - mandatory for investment dealers (s. 9.1) and mutual fund dealers (s. 9.2), with capital on CIRO's Form 1 rather than Form 31-103F1.
01
Head office picks regulator.
02
Category map fixed.
03
CAD 25k/50k/100k capital.
04
Excess working capital above zero.
05
Bonding per Appendix A.
06
UDP and CCO named.
07
Proficiency per Part 3.
08
NRD forms F6 and F4.
09
Client assets in trust.
10
CIRO for dealers.
Reflects NI 31-103 as consolidated on 1 January 2026 and NP 11-204 as of 9 October 2024.NI 31-103 (1 Jan 2026) + NP 11-204, as of 2026.
How it works
From first call to the NRD register.
01
Category and province
EMD, PM, IFM or investment dealer - and the head-office province that will review it, fixed in writing.Fixed in writing.
02
Company and bench
Canadian entity, capital on Form 31-103F1 in place, UDP and CCO named with their proficiency.Capital and people.
03
The NRD filing
Form 33-109F6 and the individual F4s through the National Registration Database - complete at submission.Complete, first time.
04
Principal-regulator review
Queries answered on schedule; no statutory clock, so the file's completeness sets the pace.No clock - prepared.
05
Registration and passport
Registered with the principal regulator, automatically registered across the passport jurisdictions (s. 5.3(2)), CIRO admitted where needed.Passport applied.
Quick facts
RegulatorPrincipal regulator by head office
FrameworkNI 31-103 · 1 Jan 2026
Adviser capitalCAD 25,000
Dealer capitalCAD 50,000
Fund manager capitalCAD 100,000
PassportNP 11-204 s. 5.3(2)
Statutory clockNone
Corporate tax26.5% Ontario combined
Thirteen regulators sounds like thirteen files; the instrument makes it one. The craft is choosing the province and getting Form 31-103F1 right before anyone asks.
On the ground in Canada
Run from our Toronto office.
Prifinance - Canada
Toronto · Canada
Toronto, Canada
01
Province and category
Head-office province chosen for its regulator, categories mapped to the model - fixed in writing before drafting.Fixed in writing.
02
The NRD file
Form 33-109F6, the Form 31-103F1 computation, policies and the compliance manual - complete at submission and defended through the queries.Complete at submission.
03
UDP, CCO and representatives
The named people with the proficiency the instrument demands, filed on Form 33-109F4 alongside the firm.Proficiency met.
04
CIRO and passport
Membership for dealers, passport registration in the other provinces, banking and custody sequenced with the decision.Run in parallel.
We also have offices in
Tallinn
Estonia
Roseni 13
Vilnius
Lithuania
Gedimino pr. 2
Prague
Czech Republic
Vlkova 532/8, Žižkov
Dubai
UAE
33 Level, Al Saqr Business Tower
Madeira
Portugal
Rua da Alegria 31, 1F
Budapest
Hungary
Korányi Sándor u. 4
Istanbul
Turkey
Perpa Ticaret Merkezi, A Blok
Good to know
Taxation of investment firms in Canada.
A two-layer system: a federal rate the province adds to - Ontario lands at 26.5% - and a treaty network that cuts the withholding.
Federal 15% net
38% headline, 28% after the federal abatement, 15% after the general tax reduction - the federal layer on a registered firm's profit.Net of reductions.
Ontario adds 11.5%
26.5% combined for a Toronto firm; British Columbia charges 12%; Québec and Alberta collect their own corporate tax.Combined rate.
9% small-business rate
For Canadian-controlled private corporations only (Ontario 3.2% alongside) - a foreign-owned firm pays the general rate.Not for foreign-owned.
Part XIII withholding 25%
Dividends and management fees to non-residents carry 25% unless a treaty reduces it - the treaty map decides the holding structure.Treaty-reduced.
GST 5% · HST 13% Ontario
Most financial services are exempt supplies; the 13% Ontario HST touches overheads, not mandates.Finance exempt.
Province is a tax choice
The head office that picks your principal regulator also picks your provincial rate - one decision, two consequences.A tax choice too.
Tax summary
Federal rate15% net
Ontario combined26.5%
Part XIII withholding25% · treaty-reduced
GST / HST5% · 13% Ontario
Financial servicesExempt supplies
*Figures as of 2026 per the Canada Revenue Agency. Provincial and founder-level outcomes are modelled per structure.
Turnkey professional support
Experienced lawyers and international consultants.
We provide end-to-end support, from company registration and the application file to regulatory interaction and compliance oversight - with an individualized approach to each client.
Oleksii Kindratenko
Builds the application itself: Canadian company, AML/KYC policy pack, capital structure and tax registrations. His document sets are the reason reviews finish in months, not years.
Eugeniu Bevziuc
First point of contact for international founders. Runs the whole setup remotely, across time zones and languages - from the first call to a live, licensed firm.
Follow Prifinance
Active across our channels.
Canada · CSA
Launch your investment firm in Canada with expert support.
Full-service assistance - from the Canadian company and category choice to the NRD filing, CIRO membership where needed and passport registration - run through our Toronto office.
Get a consultation →Free legal opinion
Is Canada the right fit for your project?
Our legal team will analyze your case at no cost and provide a written legal opinion: which jurisdiction, licence scope, or route fits your business.
Written assessment within 2-5 business days
Request a free conclusion →FAQ
The Canadian investment licence, answered.
Is there a federal investment licence in Canada?+
No. Securities regulation is provincial: thirteen regulators harmonised through the CSA and NI 31-103. You register with the principal regulator of your head-office province (NP 11-204 s. 3.6(2)) and the passport carries the registration to the other jurisdictions.
Which registration category do I need?+
One of the NI 31-103 categories: dealers under s. 7.1(2) (investment, mutual fund, exempt market, restricted), advisers under s. 7.2(2) (portfolio manager, restricted portfolio manager) or investment fund manager under s. 7.3. Most founder-led firms start as exempt market dealer, portfolio manager or both.
What capital is required?+
Form 31-103F1 minimums: CAD 25,000 for an adviser, CAD 50,000 for a dealer, CAD 100,000 for an investment fund manager - and excess working capital that never falls below zero (s. 12.1). CIRO investment dealers compute risk-adjusted capital on Form 1 instead.
How long does registration take?+
NI 31-103 sets no decision period and the regulators publish no service standard, so the timeline is set by the file itself. The pace is the completeness of Form 33-109F6, the capital computation and the individuals' files - we build those to be answered once.
How does the passport work?+
Registered in the principal jurisdiction, the firm is automatically registered in the same category in each passport jurisdiction on the same NI 33-109 form (NP 11-204 s. 5.3(2)). Ontario is outside MI 11-102 and joins through the interface process (s. 3.1).
Do I need CIRO membership?+
Only as an investment dealer (s. 9.1) or mutual fund dealer (s. 9.2). Exempt market dealers, portfolio managers and investment fund managers register without an SRO - which is why they are the usual founder routes.
What people does the regulator require?+
An ultimate designated person and a chief compliance officer (ss. 11.2-11.3), advising representatives with CFA or CIM proficiency and dealing representatives with CSC and CPH (Part 3), each filed on Form 33-109F4.
Can a foreign firm serve Canadian clients without registering?+
Sometimes: the international dealer and international adviser exemptions (ss. 8.18, 8.26) let a foreign firm serve permitted clients without registration. Retail or discretionary business for the general public needs the registration - we map which side of the line your book falls.
Canada or Jersey for a new firm?+
Different purchases: Canada buys a 41.4-million-person domestic market with CIRO and CIPF behind it, at 26.5% tax and with no clock; Jersey buys a six-week indicative timetable, £25,000 capital and a 10% rate for a cross-border book with no domestic pool. Global managers often hold both.
Why Prifinance for Canada?+
A Toronto office for the OSC file, the Form 31-103F1 computation built before submission, UDP and CCO sourced to the instrument's proficiency rules, and the passport and CIRO workstreams run in parallel with the review.
Federal licence?+
None - provincial.
Category?+
EMD, PM, IFM or dealer.
Capital?+
CAD 25k/50k/100k.
How long?+
No clock - file decides.
Passport?+
Automatic, s. 5.3(2).
CIRO?+
Dealers only.
People?+
UDP, CCO, proficiency.
Foreign firm?+
Exemptions ss. 8.18, 8.26.
Or Jersey?+
Market vs speed.
Why you?+
Toronto, file built right.
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Prifinance is an independent law and advisory firm. We are not a regulator and are not affiliated with, endorsed by, or acting on behalf of the Ontario Securities Commission or any other member of the Canadian Securities Administrators or any other public authority. Authorisations are granted by, and obtained directly from, the competent authorities.