The Autorité des marchés financiers (“AMF”) has published for comment proposed amendments (the “Proposed Amendments”) that are intended to recalibrate and update certain fees, costs and penalties prescribed under the Securities Act (Québec) and Derivatives Act (Québec). Comments are due by September 19, 2025. If adopted, the Proposed Amendments may come into force as of June 2026.
Proposed Amendments
Under its cost-recovery funding model, the AMF derives its revenue from fees paid by market participants. The AMF has noted that the current fee structure, which has been in effect for several years, requires adjustments to better reflect the changing realities of the financial markets. The Proposed Amendments are stated to have been developed “to allocate regulatory costs fairly and proportionately among market participants, promote the efficiency of Québec’s financial sector and ensure adequate coverage of the costs associated with the emergence of new financial activities.”
Among other things, the Proposed Amendments would:
- reduce fees payable by investment dealers, mutual fund dealers and individuals who act on their behalf to ensure a fair fee structure following the recent delegation of certain functions to the Canadian Investment Regulatory Organization (CIRO), which we discussed in a previous post;
- introduce new participation fees for market structures and over-the-counter (OTC) derivatives to better reflect the costs associated with related regulatory activities, as described below;
- establish fees for international dealers, advisers and investment fund managers carrying on business in Québec under the statutory exemption from registration; and
- update various fees and administrative monetary penalties under the Securities Act (Québec) and Derivatives Act (Québec), which would include the introduction of late fees for an issuer or underwriter’s failure to file Form 45-106F1 Report of Exempt Distribution in connection with certain exempt distributions.
New participation fees
The current fee structure is based primarily on activity fees, which are intended to offset direct costs incurred by the AMF in delivering specific services requested by market participants. These fees, which may be fixed or variable, are based on the average cost of the services to be delivered and the resulting regulatory framework.
The Proposed Amendments would introduce annual participation fees, which attempt to represent the benefit obtained by certain participants from Québec’s financial markets, and which are intended to help fund regulatory activities whose costs cannot be allocated directly to a specific activity or entity through activity fees. Participation fees are already in effect in certain other Canadian jurisdictions, including Ontario. Market participants that would be subject to these new fees also include recognized and exempt exchanges, parallel trading systems registered as dealers, recognized and exempt clearing houses and recognized trade repositories. The fees payable would be determined with reference to market participants’ size or activities, and a progressive fee structure has been proposed.
For more information, please review: (i) Regulation to amend the Securities Regulation; (ii) Regulation to amend the Tariffs for costs and fees payable in respect of derivatives; and (iii) Regulation to amend Regulation 13-103 respecting the System for Electronic Data Analysis and Retrieval + (SEDAR+).
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