New regs for B.C's MICs and syndicates

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British Columbia is poised to remove exemptions for MIC and syndicate lenders that block implementation of national rules better protecting investors.

In a notice inviting industry comment, the province's securities commission points to three reasons for revoking key exemptions to NI 31-103.

“(a) The impact on capital raising will be negligible,” concludes the commission, “(b) those relying on the exemptions are not complying with its investor protection conditions; and (c) private placement market investors will be better protected if they purchase securities through registrants.”

National Instrument 31-103 officially came into force in 2009, focused on streamlining registration requirements and exemptions for securities dealers and advisors from one end of the country to the next. At the same time the federal instrument imposed new registration requirements for investment fund managers.

Although most of the Instrument applies uniformly to all Canadian jurisdictions, provinces differed in key areas, with some opting to exempt MICs and syndicates as a way of avoiding any duplication of oversight.

B.C.’s commission says it has now studied the effects of the instrument, concluding it poses little threat to arguably the country’s most vibrant MIC community.

MICs in the western-most province were already regulated under B.C.’s Mortgage Brokers Act, and although those rules largely focus on broker obligations to borrowers, they do regulate the sale of certain mortgages to investors.

There was some concern that NI 31-103 regulations around increased capital, bonding, disclosure and compliance could prove too onerous for managers of smaller MICs to handle. That would effectively slow industry growth.

But the benefits of removing the exemptions outweigh any potential harm, according to the B.C. securities commission, which will receive stakeholder comments up until Feb. 4.

  • Dean Koeller on 2013-01-08 5:44:16 AM

    On top of the rules outlined in NI 31-103, in Alberta MIC's also needed additional registration as a Restricted Portfolio Manager. While the process was very time consuming, I believe that as an industry we are much better off then not having this sytem in place to protect investors. As an industry we need to ensure that we are working to raise the standard of transparence, disclosure and reporting. This is an important first step. In Alberta we have formally set up a Private Mortgage Lenders Forum to work together as an industry and communicate with regulators to develop good rules that will protect investors, borrowers, Mortgage Brokers and industry participants. This is going to make a strong more healthy industry for everyone.

  • Samantha Gale, MBABC on 2013-01-08 5:45:29 AM

    Thank you for your article. However, I want to make a clarification about this statement contained in your article: "MICs in the western province were already regulated under B.C.’s Mortgage Brokers Act, and although those rules largely focus on broker obligations to borrowers, they do regulate the sale of certain mortgages to investors." MICs are currently (it is not past tense) regulated by the Registrar of Mortgage Brokers under the Mortgage Brokers Act. The activities which are regulated have to do with mortgage lending, administration and arranging activities - nothing to do with capital raising activities. Also, please note that MICs are currently (not future tense) regulated by the Securities Commission. The activities regulated by the Securities Commission have to do with capital raising, such as the selling of shares to raise corporate funds for the investment in mortgages, and this has nothing to do with mortgage lending, administration or arranging. The proposal by BCSC, as stated in their notice, would be to alter their current system of regulation for MIC's - currently there is a system of exemptions, rules and reporting requirements in place (such as the offering memorandum exemption) by removing all exemptions and thereby requiring all MICs to obtain exempt market dealer registration. Also MICs do not sell mortgages to investors - they sell shares to investors, wherein the investors obtain an ownership interest in a company which then offers mortgages to borrowers. If anyone has any questions about the proposed changes and in addition, the proposed changes to the Mortgage Brokers Act, they are welcome to contact me here at the MBABC.

  • Jerry Quigley on 2013-01-08 7:12:56 AM

    Well stated, Ms Gale.

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