In January 2015, regulators amended NI 31­103 – Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31­103), to change the language  in Sections 11.9 and 11.10 (the sections associated with providing advance notice to  a regulator regarding changes  in ownership), to simplify and clarify these   provisions.

Prior to the January 2015 amendments, if Individual A owned 100% of a registrant    and then decided to interpose a holding company between the individual and the registrant, no advance notice was required, as Individual A still beneficially/indirectly owned 100% of the registrant and could rely on exemption language in these provisions.

The January  2015 amendments  removed the exemption language.  Accordingly, advance notice may  now be required,  even when beneficial/indirect  ownership has  not changed.

Implications. We often advise registrants that are transferring their ownership in a registrant to a holding company  for tax planning purposes  or other corporate reasons.  As mentioned,  prior to January  2015,  the transfer was expressly exempt from the advance notice requirement in Sections 11.9 and 11.10. However, with the removal of the exemption language, things are somewhat murky since there is no clear policy rationale for    the removal of  the exemption language.