Substantial Shareholders

A Substantial Shareholder is an individual who owns 10% or more of a Broker-Dealer, Investment Adviser, or Underwriter.  A substantial shareholder is an individual or natural person, and not a company. Such an individual must be approved by the Commission as “fit and proper.”

Section 54 of the Act indicates that subject to

  • Where a person becomes a substantial shareholder under a will, by intestacy or in any other manner, such a person shall apply to the Commission for approval within one month of this fact coming to his knowledge.
  • A financial institution or a registrant under section 51(1)— (a) is deemed approved by the Commission for the purposes of subsection (1); and (b) shall notify the Commission in writing within one month upon its becoming a substantial shareholder,

a person shall not become a substantial shareholder without first being approved by the Commission as being fit and proper.

The Checklist for the approval of a Substantial Shareholder provides a detailed list of the documents, forms and fees that are generally required in support of applications for registration of sponsored persons.

Application Requirements

Applicants must:

  • Apply for approval as a Substantial Shareholder in accordance with Section 54 of the Act by completing and submitting the Form 5 (Please see this Checklist for the approval of a Substantial Shareholder which outlines the documents typically required for the approval of Substantial Shareholders.);
  • Be Fit and Proper

The above is a summary of the requirements for an application for the registration of a Substantial Shareholder, however, please note that the list is non-exhaustive.

The detailed break-down of requirements are provided within the checklist that was identified above.

Application Fees

Type of Registrant

Annual Registration Fee (TTD)

Substantial Shareholder

$1,000

Please see here for a detailed list of the Commission’s fees: Fee Schedule

Kindly note that fees are payable in advance and are non-refundable. 

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