Autorité des marchés financiers proposes changes to fee structure applicable to firms registered or relying on exemptions in Québec

Background

On June 26, 2025, Québec’s Autorité des marchés financiers (the AMF) published draft amendments to recalibrate the fees payable under securities and derivatives regulations in the province in order to better reflect what the AMF calls “the changing realities of the financial markets”. In particular, the amendments are intended to allocate regulatory costs fairly and proportionally 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. The draft amendments are open for public comment until September 19, 2025.

Set out below are some notable changes contemplated by the proposed amendments that may be relevant to firms conducting securities or derivatives business in Québec, including those that are relying on registration exemptions in the province.

All dollar amounts refer to Canadian dollars.

Firms relying on registration exemptions in Québec

Currently, firms that are relying on the international dealer or international adviser exemptions set out in Regulation 31-103 – Registration Requirements, Exemptions and Ongoing Registrant Obligations, or the registration exemption for non-resident investment fund managers provided by Regulation 32-102 – Registration Exemptions for Non-Resident Investment Fund Managers, are required to provide notice to the AMF by December 1 each year if the firm relied on any of these exemptions in the preceding 12 months. The AMF has proposed an annual fee to accompany these notices of $3,000 per year per exemption.

Firms that are dealer members of the Canadian Investment Regulatory Organization

In recognition of the AMF’s recent delegation of certain registration functions over to the Canadian Investment Regulatory Organization (CIRO), the proposed amendments would reduce the fees that are payable to the AMF directly by investment dealers, mutual fund dealers, and the registered individuals who act on their behalf in connection with their registration.

Reports of exempt distribution

The draft amendments propose a new fine for issuers that fail to file Form 45-106F1 – Report of Exempt Distribution within 10 days of the distribution as required by Regulation 45-106 – Prospectus Exemptions. A penalty of $100 will be levied per report for each business day that the report is late, up to a maximum of $5,000 per issuer during the fiscal year.

Participation fees for over-the-counter derivatives

The draft amendments to the Regulation l-14.01, r. 2 – Tariffs For Costs and Fees Payable in Respect of Derivatives include a new section requiring regulated entities under the Derivatives Act (Québec), and “fee payers”¹ to pay annual participation fees to the AMF. A fee payer would be required to pay a fee corresponding to the average quarterly notional amount outstanding during the applicable derivatives fee year², ranging from $2,250 where the average quarterly notional amount is $3 billion - $7.5 billion, up to $1,425,000 where the amount is $10 trillion or more. A fee payer’s average quarterly notional amount outstanding is calculated with regard to each transaction required to be reported under Regulation 91-507 – Trade Repositories and Derivatives Data Reporting during the derivatives fee year for which the fee payer is a counterparty and must be reported via the new Form – Participation Fees for OTC Derivatives attached as Schedule A to the Regulation.