On September 30, 2004, the ministers responsible for securities regulation in all provinces and territories in Canada, except Ontario, signed a memorandum of understanding under which they agreed to implement a passport system in certain areas of securities regulation. Under the passport system, market participants can generally gain access to markets across Canada by dealing only with their principal regulator and complying with harmonized legislative provisions. Since the Ontario government has not adopted Regulation 11-102 respecting passport system, streamlined interfaces have been developed to ensure that the passport system is as effective as possible for all market participants.

Prospectuses, Discretionary Exemptions and Continuous Disclosure

Regulation 11-102 respecting Passport System, CQLR, chapter V-1.1, r. 1(Regulation 11-102) came into force on March 17, 2008. The passport system is an initiative promoted by provincial and territorial governments, excluding Ontario, that are part of the Provincial/Territorial Memorandum of Understanding Regarding Securities Regulation signed in September 2004.

This regulatory system is further to efforts to harmonize securities regulation across Canada and replaces Regulation 11-101 respecting Principal Regulator System that came into force on September 19, 2005. The purpose of Regulation 11-102 is to implement, in the areas of prospectuses, discretionary exemptions and continuous disclosure, a system that gives a market participant access to the capital markets in multiple jurisdictions by dealing only with its principal regulator and meeting the requirements of one set of harmonized laws. Regulation 11-102 will be amended at a later date in order to cover other areas. The Autorité des marchés financiers (the AMF or the Authority) ensures the implementation of the passport system in Québec.

Regulations and Policy Statements

Regulation 11-102, as well as the related policy statements and the consequential regulations were published in the AMF Bulletin of March 14, 2008. This version of the documents reproduces the version that was published in the Gazette officielle du Québec dated March 12, 2008.

The CSA Notice and Request for Comment, as well as the consultation versions of Regulation 11-102, the related policy statements and the consequential regulations are available on the page “History relating to Regulation 11-102”.

Publication dated January 25, 2008:

Registration

Regulation to amend Regulation 11-102 respecting Passport System ("Regulation to amend 11-102") came into force on September 28, 2009. It incorporates the registration phase into the passport system, already in effect since March 17, 2008, with respect to prospectuses, discretionary exemptions and continuous disclosure.

Regulation to amend 11-102 further simplifies securities regulations by enabling a registrant to access clients in multiple jurisdictions by dealing only with its principal regulator and meeting the requirements of one set of harmonized laws. Moreover, Policy Statement 11-204 respecting Process for Registration in Multiple Jurisdictions, which sets out the interfaces for Ontario market participants, makes the securities regulatory system as efficient and effective as possible in the circumstances for all market participants who want to gain access to the capital markets in both passport jurisdictions and Ontario. Regulation to amend 11-102 also repeals Part 2 of the passport regulation dealing with continuous disclosure given that this area is highly harmonized across the provinces and territories.

Since the registration phase in the passport system is essentially based on a set of regulations harmonized across Canada, its implementation was dependent on the coming into force of a new Canada-wide regulation, namely, Regulation 31-103 respecting Registration Requirements and Exemptions, CQLR, chapter V-1.1, r. 10("Regulation 31-103"), which also came into force on September 28, 2009.

The addition of a registration phase to the passport system and the implementation of interfaces with Ontario replaced the National Registration System.

Regulations and Policy Statements

Regulation to amend 11-102, Policy Statement to Regulation 11-102 respecting Passport System, as well as the related policy statements and the consequential regulation were published in the AMF Bulletin of September 25, 2009. This version of the documents reproduces the version that was published in the Gazette officielle du Québec dated September 25, 2009.

The CSA Notice and Request for Comment, as well as the consultation versions of Regulation to amend 11-102, the related policy statements and the consequential regulation are available on the page “History relating to Regulation 11-102”.

Publication dated July 17, 2009:

Publication dated December 19, 2008:

Designated Rating Agencies

Regulation to amend Regulation 11-102 respecting Passport System ("Regulation to amend 11-102") came into force on April 20, 2012. It incorporates the designation of credit rating organizations into the passport system, already in effect since March 17, 2008, with respect to prospectuses and discretionary exemptions, and since September 28, 2009 with respect to registration.

Regulation to amend 11-102 permits the use of the passport system for designation applications by credit rating organizations and exemptive relief applications by designated rating organizations. Regulation 25-101 respecting Designated Rating Organizations, CQLR, chapter V-1.1, r. 8.1, also in force since April 20, 2012, imposes requirements (notably designation) on those credit rating organizations that wish to have their credit ratings eligible for use in securities legislation.

Regulations and Policy Statements

Regulation to amend 11-102, Policy Statement to Regulation 11-102 respecting Passport System and Policy Statement 11-205 respecting Process for Designation of Credit Rating Organizations in Multiple Jurisdictions were published in the AMF Bulletin of April 20, 2012. This version of the documents reproduces the version that was published in the Gazette officielle du Québec dated April 18, 2012.

The CSA Notice and Request for Comment, as well as the consultation versions of Regulation to amend 11-102 and the related policy statements available on the page “History relating to Regulation 11-102”.

Publication dated January 27, 2012:

Applications to Cease to be a Reporting Issuer

Regulation to amend Regulation 11-102 respecting Passport System ("Regulation to amend 11-102") came into force on June 23, 2016. It incorporates applications to cease to be a reporting issuer into the passport system, already in effect since March 17, 2008, with respect to prospectuses and discretionary exemptions, since September 28, 2009 with respect to registration and since April 20, 2012 with respect to designated rating organizations.

Prior to June 23, 2016, these applications were filed with and reviewed by each provincial or territorial securities regulator (where the issuer is a reporting issuer) under the coordinated review procedure provided in Policy Statement 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions. By bringing the process surrounding these applications into passport, an issuer will generally be able to deal only with its principal regulator to obtain an order to cease to be a reporting issuer in all jurisdictions of Canada where it has this status.

Regulations and Policy Statements

Regulation to amend 11-102, Policy Statement to Regulation 11-102 respecting Passport System and Policy Statement 11-206 respecting Process for Cease to be a Reporting Issuer Applications were published in the AMF Bulletin of June 16, 2016. This version of the documents reproduces the version that was published in the Gazette officielle du Québec dated June 15, 2016.

The CSA Notice and Request for Comment, as well as the consultation versions of Regulation to amend 11-102 and the related policy statements available on the page “History relating to Regulation 11-102”.

Publication dated March 3, 2016: