Canadian securities regulators have made clear that social media investment content may constitute regulated securities activity when it crosses the line from general commentary into promotion, advice or solicitation. The publication of Canadian Securities Administrators (CSA)/Canadian Investment Regulatory Organization (CIRO) Staff Notice 31-369 — Guidance on the Application of Securities Legislation to Finfluencer Activity (the “Staff Notice”), first issued on December 11, 2025, signals increased regulatory scrutiny of finfluencer activity. While it does not create new rules, the Staff Notice clarifies that existing securities laws, including registration, disclosure and anti-fraud provisions, apply to the rapidly growing world of online financial commentary and promotional activity.
The Staff Notice reflects regulatory concern that advisory and trading businesses are increasingly moving outside the regulatory perimeter via social media and sets expectations for registrants and issuers that engage with content creators as part of their marketing or investor relations strategies. The guidance emphasizes that traditional securities law concepts continue to apply regardless of the medium through which investment information is disseminated.
Finfluencers
The Staff Notice adopts a broad definition of a “finfluencer” as any individual or entity producing online content that offers advice, tips, opinions, or information on managing money, investing or financial markets across social media platforms or online forums.
Regulators emphasize that, depending on the nature, frequency, and compensation for such content, a finfluencer may already be engaging in activity subject to securities regulation, even without formal registration. In some circumstances, a finfluencer may rely on the “general advice” exemption where content is not tailored to specific individuals; however, that exemption requires clear disclosure of financial interests and compensation related to the securities discussed.
Registrants engaging finfluencers must understand these definitional parameters, as regulators emphasize serious risks associated with finfluencer activity, including the dissemination of misleading information, promotion of high-risk products, and failure to disclose conflicts of interest, all of which may expose registrants or issuers to regulatory liability.
Key Implications for Registrants: Understanding the ‘Business Test’
Registrants must assess whether finfluencers they engage are ‘in the business’ of advising or trading. The Staff Notice identifies several factors relevant to this determination, including: (i) whether the individual engages in activities similar to a registrant; (ii) whether the individual is, or expects to be, compensated for the activity; (iii) whether the individual directly or indirectly solicits others; (iv) the frequency and repetition of the activity; and (v) whether the individual is held out as providing advisory or trading services. Individuals meeting the ‘business test’ may be required to register as a dealer or adviser under provincial Securities Acts.
Disclaimers alone do not avoid registration. The Staff Notice makes clear that generic disclaimers such as “not financial advice” do not shield finfluencers from registration obligations if their activity otherwise meets the business test. Registrants cannot rely on such disclaimers to insulate themselves from liability when engaging unregistered finfluencers.
Broad interpretation of advice and trading activity. Under securities laws, “advice” can include opinions or recommendations about securities, and “trading” can encompass advertising or promoting securities, including directing followers toward trading platforms or encouraging replication of trades—activities that registrants may inadvertently facilitate through finfluencer engagements.
AI and digital avatars included. The Staff Notice makes clear that securities laws may apply regardless of whether content is created by a real person or through a computer-generated digital avatar or AI-generated agent. Firms engaging such content remain responsible for ensuring compliance with securities laws.
Disclosure and Promotional Arrangements
Beyond registration, the guidance underscores disclosure obligations that arise when a finfluencer receives compensation, directly or indirectly, from an issuer or registrant.
Clear disclosure of compensation arrangements. Any promotional content paid for by an issuer or registrant should conspicuously disclose the existence of that payment relationship. Disclosures that are hidden at the end of content, require extra clicks, or are vague in scope may fail to meet regulatory expectations.
Issuer and registrant responsibility. Regulators may hold firms and issuers responsible for statements finfluencers make on their behalf, particularly where compensation or coordination is involved, risking enforcement action even if violations are unintentional. Firms may also face liability for facilitating unregistered activity, particularly where payments, referral arrangements or affiliate relationships are involved.
Ongoing monitoring and control. Regulators expect firms to: (i) conduct due diligence on finfluencers before engagement; (ii) formalize written engagement agreements with clear roles and responsibilities; (iii) train finfluencers about applicable compliance obligations; and (iv) monitor content to ensure it is factual, balanced, and not materially misleading.
For registrants, arrangements with finfluencers may also raise issues under referral arrangement rules and marketing supervision obligations under NI 31-103 and CIRO rules. Firms should therefore consider whether compensation structures, referral links or promotional arrangements could inadvertently trigger additional compliance obligations.
For issuers, promotional arrangements with finfluencers may also fall within investor relations or promotional activity rules under securities legislation and applicable stock exchange policies. Issuers should therefore ensure that paid promotional activity aligns with their public disclosure record and that compensation arrangements and promotional intent are clearly disclosed.
Prohibited Conduct: Market Manipulation and Misrepresentations
Securities laws prohibit making untrue or misleading statements about securities, including statements that are unintentionally misleading. These laws also outlaw manipulative schemes designed to artificially influence securities prices, such as “pump and dump” activities where promoters acquire positions, artificially inflate prices through promotional activity, and then sell at inflated values to the detriment of other investors.
Registrants and issuers who engage finfluencers involved in such conduct may face regulatory scrutiny and potential liability for facilitating prohibited activity.
Enforcement and Market Context
The Staff Notice should be understood against the backdrop of increasing regulatory scrutiny of online investment promotion and recent enforcement activity involving social media based securities promotion. Regulators are actively monitoring finfluencer conduct in coordination with domestic and international partners, and recent enforcement actions demonstrate that this surveillance is producing results.
For example, in 2025 the Alberta Securities Commission sanctioned a social media promoter for failing to clearly disclose that online content promoting certain issuers constituted paid promotional activity. The sanctions included a market access ban and monetary penalties, reinforcing regulators’ willingness to apply existing investor protection rules to online promotional activity.
Regulators across Canada have also increased monitoring of social media communications. For instanvce, the British Columbia Securities Commission has taken active compliance steps, including issuing letters to online promoters worldwide regarding securities related communications about B.C. public companies and engaging directly with businesses involved in promotional activity.
These developments are consistent with broader regulatory priorities. In its February 2026 compliance reporting, CIRO highlighted dealer arrangements with finfluencers as an emerging supervision risk and emphasized the importance of appropriate due diligence, written agreements and monitoring when registrants engage content creators.
Why This Matters for Issuers and Registrants
The impact of finfluencers on investor behaviour, particularly among younger demographics, has grown rapidly. Research conducted by the Ontario Securities Commission found that approximately 35% of surveyed retail investors have made a financial decision based on advice from a financial influencer on social media.
For Canadian issuers and registrants, this guidance carries several practical implications:
Increased compliance risk. Firms using social media content creators as part of investor relations or promotional strategies must ensure that such arrangements comply with securities registration and disclosure requirements to avoid triggering enforcement action.
Reputational considerations. Given the heightened scrutiny, poorly structured finfluencer engagements could expose companies to regulatory inquiries or reputational harm.
Registration posture and supervisory oversight. Dealers and advisors should revisit internal policies to assess whether current or planned social media strategies could inadvertently engage in activities that require registration, supervision or enhanced disclosure.
Key Takeaways for Market Participants
- Assess finfluencer registration status. Registrants must evaluate whether finfluencers they engage are conducting activity that requires registration under provincial securities laws, including frequent, compensated, or advice oriented content.
- Ensure transparent and prominent disclosure. Registrants and issuers must ensure that finfluencers disclose all compensation arrangements clearly and in a way that retail audiences can reasonably connect to the content.
- Manage issuer and registrant engagement risk. Due diligence, contractual safeguards, training and monitoring are critical when engaging finfluencers.
- Do not rely on disclaimers for compliance. Generic disclaimers do not shield registrants or their engaged finfluencers from regulatory obligations.
- Seek legal counsel early. Given the evolving regulatory focus in this area, registrants and issuers should obtain proactive legal advice when structuring finfluencer engagements.
The Staff Notice makes clear that securities business conducted through social media is subject to the same obligations as traditional channels, and regulators are actively monitoring and prepared to enforce. Registrants and issuers should review existing marketing, investor relations and referral practices involving content creators to ensure they align with securities law requirements. Social media does not change the underlying legal analysis: promotional activity, compensated endorsements and investment recommendations remain subject to the same regulatory framework that applies in traditional channels.
