The Ontario Securities Commission (OSC) recently announced it is implementing a two-year moratorium on late fees for delayed disclosure by registrants of outside business activities (OBAs). Registrants are still required to make OBA filings, but fees will not be charged for late filing notices. The announcement forms part of the OSC’s burden reduction project, aimed at eliminating unnecessary rules and processes.
Individuals registered with the OSC are required to disclose all OBAs in Form 33-109F4 (or Form 33-109F5 for changes in OBAs after registration). Required disclosure includes the following, whether the individual receives compensation or not:
- any employment and business activities outside the registrant's sponsoring firm;
- all officer or director positions, and
- any other equivalent positions held, as well as positions of influence.
The OSC has provided the following examples of OBAs that it would expect to be disclosed:
- paid or unpaid roles with charitable, social or religious organizations where the individual is in a position of power or influence and where the activity places the individual in contact with clients or potential clients, including positions where the registrant handles investments or monies of the organization, and
- being an owner of a holding company.
The purpose of OBA disclosure is to guard against potential conflicts of interest among registrants, by providing the OSC with information by which to identify conflicts of interest and intervene accordingly, when necessary.
Under Ontario securities law, individual registrants are required to file OBA disclosure within 10 days of a new OBA or a change to an existing OBA. During the moratorium the OSC will waive the $100 per business day late filing fee that it normally charges.
The moratorium will begin retroactively on January 1, 2019, and end on December 31, 2021, at the latest.