Education · Topic 2 of 6
Registration & the Rules
Who is allowed to sell and manage investments in Canada, what each registration actually permits, and how to read any firm's record like a compliance officer — in plain language.
Why registration exists — and what it buys you
Anyone “in the business” of trading or advising in securities in Canada must generally register with the securities regulator of each province they operate in. Registration is not a business licence formality — it's an ongoing supervisory relationship.
To register, a firm must demonstrate proficiency (qualified people), solvency (minimum capital and insurance), and integrity (background checks on principals). To stay registered, it must maintain compliance systems, keep records, deal fairly, and submit to examinations.
What registration buys you, concretely: a firm with something to lose. Registered firms owe you defined obligations — know-your-client, suitability, conflict disclosure — and a regulator can suspend the firm's ability to exist if it fails badly enough. An unregistered seller offers none of that, and dealing with one usually places you outside most of the recourse system too.
What registration does not buy you: any assurance that an investment is good, that the firm is skilled, or that you won't lose money. Regulators check conduct, not investment quality. Ranking firms is explicitly not what the register does — and not what this site does either.
The single most useful habit in this market: no registration, no conversation. It filters out the majority of outright fraud before any charm can be deployed.
Dealers sell. Advisers manage. Fund managers operate.
Every one of the 21 official categories is a variation on three roles:
Dealers — registered to trade and sell
Investment dealers are the full-service firms (typically CIRO members) that can trade any security for any client. Mutual fund dealers sell mutual funds. Exempt market dealers sell private placements. Scholarship plan dealers sell education savings plans. When someone offers to sell you a security, a dealing registration is what makes that legal.
Advisers — registered to manage and advise
Portfolio managers can manage your investments with discretion — making trades without pre-clearing each one with you. That power comes with the market's highest duty: a fiduciary obligation to put your interests first. Restricted portfolio managers hold the same role limited to specific strategies.
Investment fund managers — registered to run funds
An IFM directs the business of a fund itself — its operations, service providers, valuations and records. You'll rarely deal with an IFM directly, but every fund you're offered should have one, and its name should be easy to find in the documents.
Firms commonly hold several registrations at once — a fund shop might be IFM + portfolio manager + EMD, legally wearing three hats. The category explorer shows all 21 categories with live counts from the register.
Match the pitch to the permission. Someone selling you a fund needs a dealing registration. Someone offering to manage your account needs an advising one. A mismatch between what's offered and what's permitted is a red flag with a paper trail.
Exempt market dealers, up close
The exempt market dealer (EMD) is the registration most relevant to this site: the ~800 firms permitted to sell securities under prospectus exemptions. When a private real estate fund, a mortgage pool, or a startup raise reaches you, an EMD is usually the legal channel it travels through.
EMDs owe you real obligations before any sale:
- Know-your-client — collecting your financial situation, objectives and risk tolerance, and verifying which exemption you legitimately fit.
- Know-your-product — the dealer must itself understand and assess what it sells. You are entitled to ask what their review found.
- Suitability — a genuine determination that this investment fits you, not merely that you're allowed to buy it.
- Conflict disclosure — including compensation. EMD commissions on exempt products can be substantial; you're entitled to the number.
A subtlety worth knowing: many issuers are “connected” to their dealer — the fund and the dealer share ownership. Legal, common, and disclosable. A dealer selling only its own affiliated products isn't neutral shelf-space; weigh its diligence claims accordingly.
Useful question for any EMD: “What did your product-review process conclude about this offering, and what commission do you earn if I invest?” Both have compliance-mandated answers.
Restricted registrations — and where crypto platforms fit
A restricted dealer or restricted portfolio manager is registered subject to specific terms and conditions — a bespoke permission slip rather than the standard one. The restrictions are public, listed on the firm's record, and legally binding.
The category's most visible use today: crypto asset trading platforms. Canadian regulators require platforms that hold clients' crypto to register — most as restricted dealers — with conditions covering custody, insurance, which assets may be listed, and leverage limits. The register currently lists 15 restricted dealers; not all are crypto platforms, but the majors are there.
What this means practically: a registered platform has accountable Canadian obligations around holding your assets. The many offshore platforms a Google search surfaces have none — no Canadian custody rules, no local recourse, nothing. The gap between those two worlds is where a very large share of crypto losses happens.
Registration still doesn't vouch for any coin traded on a platform — the assets themselves remain as volatile as ever. It governs the intermediary, not the investment.
Before funding any crypto platform: find it in the restricted dealer list or the regulator's own search. Absent means unregistered in Canada — full stop.
The international firms — why half the register isn't for you
Over 2,400 of the 3,845 firms in the register hold categories ending in “— Exemption”: international dealers, international advisers, and international fund managers. These are foreign firms — mostly American — operating in Canada under an exemption from full registration.
The trade-off they accept: they may generally deal only with “permitted clients” — pension funds, financial institutions, governments, and individuals with over $5 million in financial assets. Not the public. In exchange, they skip full Canadian registration while still appearing on the public record.
Why this matters to you: if you're an ordinary investor and a firm whose only Canadian status is an international exemption is soliciting you, something is off — either the firm is exceeding its permissions or the approach isn't what it claims. The register entry that looks reassuring actually proves the opposite for a retail relationship.
This is also why our directory's counts deserve context: the register is big, but the slice registered to serve the Canadian public is much smaller than the headline number.
On any firm's record, check the category, not just the presence of a name. “International Dealer — Exemption” and “Investment Dealer” differ by exactly the question that matters: whether they're allowed to deal with you.
Reading a firm's record like a professional
Every registered firm has a public record. Ten minutes with it, in this order:
- Exact legal name and NRD number. Fraudsters trade on near-miss names. Match the name on your documents to the register character-for-character; when in doubt, search by the NRD number shown in our directory.
- Status. Registered — not suspended, not “terminated,” not merely “applied.”
- Categories. Do their permissions cover what they're doing with you? (See every chapter above.)
- Your province. A firm registered only in Alberta isn't registered to deal with you in Ontario.
- Terms and conditions. Any restrictions are listed and binding.
- The individual. People register too. Search the actual human advising you, and glance at their disciplinary history.
Then two supplementary sweeps: the CSA's disciplined list and cease-trade order databases for the firm and its principals, and — for dealers — CIRO's advisor report. The Information page walks each step with links.
Do this before the first meeting, not after the pitch. Enthusiasm is much harder to audit than a database.