How to Complete and File Form 33-109F6: Schedule C, UDP and CCO

To complete Form 33-109F6 for firm registration, you fill out nine parts covering your firm’s structure, finances, ownership, regulatory history, and compliance personnel, attach three schedules and a set of supporting documents, and submit the package electronically through the National Registration Database to your principal regulator.¹ The form is the application to become a registered dealer, adviser, or investment fund manager in Canada under National Instrument 33-109, and a single filing extends registration across additional provinces where you apply.²

One boundary worth flagging early: restricted dealers cannot rely on automatic passport registration and must apply directly to each non-principal jurisdiction. Everyone still owes fees in every jurisdiction where they register, even when the passport handles the approval.³

Gather the Supporting Documents First

Most items on the form ask for something attached or referenced. Assembling the package before you open the form saves rework, because the form’s numbered items map directly onto specific documents:

Schedule B, signed, for each province or territory where you seek registration (submission to jurisdiction and appointment of agent for service).
Constating documents: articles of incorporation, partnership agreement, trust agreement, or the equivalent legal document that created the firm (item 3.7).
An organization chart showing the firm’s internal management structure (item 3.11).
An ownership chart showing every parent, specified affiliate, and specified subsidiary, with the name, class, amount, and voting percentage of securities held by each (item 3.12).
Form 31-103F1, the calculation of excess working capital, which also appears as Schedule C (item 5.1).
A directors’ resolution approving the firm’s bonding or insurance coverage (item 5.7).
Audited financial statements for the most recent fiscal year (item 5.13).
A letter of direction authorizing your auditors to communicate with regulators (item 5.14).
A business plan and procedures manual, required if you are registering in British Columbia, Alberta, or Manitoba (item 3.3).

Any business location other than head office needs a separate Form 33-109F3, which captures the location’s address, the NRD number of the designated supervisor or branch manager, and a certification that any individual working from a residence has completed Form 33-109F4.⁴

Working Through the Nine Parts

Parts 1 and 2: Registration Details and Contacts

Part 1 collects the firm’s legal name, its NRD number (assigned when you enroll in the database), the reason for the submission (new registration, or adding a category or jurisdiction), each registration category and jurisdiction you want, and any exemptions you are claiming. The three main categories are dealer, adviser, and investment fund manager, each with subcategories such as investment dealer, restricted dealer, portfolio manager, or exempt market dealer. Your choice sets your capital minimum, insurance floor, and proficiency standards.

Part 2 covers head office and mailing addresses and the contact details for the ultimate designated person and chief compliance officer. If head office sits outside Canada, item 2.2 asks about the firm’s Canadian presence and item 2.4 records the agent for service in each jurisdiction.²

Part 3: Business History and Structure

This is the densest section. It asks for the business description, other names used, business documents (the plan and procedures manual in BC, Alberta, and Manitoba), the date and method of the firm’s creation, predecessors, constating documents, legal structure, business registration number, permitted individuals, and both charts.

The ownership chart is where regulators most often issue deficiency notices. It must show every entity with significant control, meaning any holder of more than 20 percent of outstanding voting securities or anyone who can appoint a majority of directors, together with the name, class, type, amount, and voting percentage of each holder’s securities.² Include too many entities rather than too few.

Parts 4 Through 8: History, Finances, Clients, Regulatory and Legal Actions

Part 4 covers prior securities registrations, exemptions, exchange memberships, and any refusal of registration. Part 5 is the financial section: the excess working capital calculation, sources of capital, guarantors, bonding and insurance details, insurance claims history, any bankruptcy or receivership, fiscal year-end, and auditor information. Part 6 addresses whether the firm holds client assets and how it handles conflicts of interest. Parts 7 and 8 require disclosure of settlement agreements, disciplinary history, investigations, criminal convictions, outstanding charges, pending lawsuits, and judgments against the firm.²

Part 9: Certification

An authorized officer or partner signs to confirm that everything in the form is true and complete after reasonable inquiry.

Excess Working Capital: Schedule C

Schedule C reproduces Form 31-103F1. It is where regulators check that the firm can meet its obligations without exposing client funds. The minimum capital by category is $25,000 for an adviser, $50,000 for a dealer, and $100,000 for an investment fund manager.⁵

The calculation starts with current assets, removes anything not readily convertible to cash (such as prepaid expenses), and produces adjusted current assets. You then subtract adjusted current liabilities, which include 100 percent of non-current related-party debt unless a subordination agreement is in place. That gives adjusted working capital. From there you subtract the minimum capital for your category, market risk, any insurance deductible, guarantees, and unresolved accounting differences. The final figure, excess working capital, must be positive.⁵

If related-party loans would push the number negative, a subordination agreement lets you exclude the debt. The agreement has to make the lender’s repayment rights subordinate to all other creditors, prohibit the firm from lending back to the lender, and require ten days’ notice to the securities regulatory authority before any repayment. Interest at the agreed rate is allowed, but only if the payment would not create a capital deficiency.⁶

Insurance and Bonding Figures for Part 5

Items 5.5 through 5.8 want specific dollar amounts of coverage, the insurer’s name, and the directors’ resolution approving the policy. The minimums under NI 31-103 depend on category and are calculated with formulas tied to employee count, client assets, and total assets.

For dealers, coverage for each required clause must be the highest of: $50,000 per employee, agent, and dealing representative (capped at $200,000); one percent of total client assets the dealer holds or can access (capped at $25,000,000); one percent of the dealer’s total assets (also capped at $25,000,000); or an amount set by board resolution.⁷

For advisers who do not hold or access client assets, the minimum is $50,000 per clause. For advisers who do hold client assets, and for investment fund managers, the floor is the highest of: one percent of assets under management (capped at $25,000,000); one percent of total assets (capped at $25,000,000); $200,000; or a board-determined amount.⁷ The policies must cover the clauses in Appendix A of NI 31-103, which address employee dishonesty, forgery, and other financial losses.

Naming the UDP and CCO

Items 2.5 and 2.6 require the firm to name an ultimate designated person and a chief compliance officer. Every registered firm must have both in place before filing.

The UDP is responsible for promoting a culture of compliance and overseeing the compliance system. The role must be filled by the CEO or equivalent senior decision-maker (a managing partner or president), the sole proprietor, or the officer in charge of a division that carries on all registerable activity. The UDP does not run compliance day-to-day but is accountable for its effectiveness.⁸

The CCO handles day-to-day compliance monitoring: building and updating policies, managing compliance reporting, and resolving issues as they arise. The CCO must be an officer, partner, or sole proprietor of the firm and must meet the proficiency requirements for the firm’s registration category. If the firm is registered in more than one category, the CCO must meet the most demanding proficiency standard among them.⁸

Filing and What Happens Next

Submission is electronic through the National Registration Database, and you have to enroll in NRD before you can file. NI 33-109 treats NRD format as the standard method; paper or alternative-format filing is available only under a temporary hardship exemption.⁹ In Ontario, the OSC also runs an electronic filing portal for the application and supporting documents.¹⁰

Fees vary by province, registration category, and the number of jurisdictions in the filing. The Canadian Securities Administrators publish a Regulatory Fee Guide that calculates the applicable fees and displays the legislative reference for each jurisdiction.¹¹ Run the numbers there before you file.

After submission, the principal regulator reviews the package for completeness and substance. Deficiency notices are common, usually on the ownership chart, the working capital calculation, or the insurance details. How fast you respond to those notices is the single biggest driver of how long approval takes; slow responses can add months. Once the regulator approves, the firm is registered, and ongoing obligations under NI 31-103 begin: excess working capital above zero at all times, current insurance coverage, annual audited financial statements, and prompt reporting of any change to the information disclosed on the original Form 33-109F6.

1
Autorité des marchés financiers. Policy Statement to Regulation 33-109 Respecting Registration Information
2
British Columbia Securities Commission. Form 33-109F6 Firm Registration
3
Ontario Securities Commission. CSA Notice of Publication of MI 11-102 Passport System
4
Ontario Securities Commission. Form 33-109F3 Business Locations Other Than Head Office
5
Ontario Securities Commission. Form 31-103F1 Calculation of Excess Working Capital
6
Ontario Securities Commission. Appendix B – Subordination Agreement
7
Alberta Securities Commission. National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations
8
Ontario Securities Commission. Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations
9
British Columbia Securities Commission. National Instrument 33-109 Registration Information
10
Ontario Securities Commission. Guide to Completing and Filing a Firm Application
11
Canadian Securities Administrators. SEDAR+ Regulatory Fee Guide