Order Dissolving the Canadian Securities Regulation Regime Transition Office: SI/2023-5

Canada Gazette, Part II, Volume 157, Number 7

SI/2023-5 March 29, 2023


Order Dissolving the Canadian Securities Regulation Regime Transition Office

P.C. 2023-191 March 9, 2023

Her Excellency the Governor General in Council, on the recommendation of the Minister of Finance, under subsection 17(1)footnote a of the Canadian Securities Regulation Regime Transition Office Act footnote b, dissolves the Canadian Securities Regulation Regime Transition Office effective March 30, 2023.


(This note is not part of the Order.)


The objective of this Order is for the Governor in Council, on the recommendation of the Minister of Finance, under subsection 17(1) of the Canadian Securities Regulation Regime Transition Office Act (the Act), to dissolve the Canadian Securities Regulation Regime Transition Office (the Transition Office) as of March 30, 2023.

The Transition Office ceased its operations on March 31, 2022. Dissolving the Transition Office will eliminate the need for further administrative expenses and reporting obligations.

Following dissolution, the Transition Office’s remaining funds (after discharging all debts and liabilities) will be transferred to the federal government, as provided for in the Act.


The Transition Office is a federal office established in July 2009 under the Canadian Securities Regulation Regime Transition Office Act. The Transition Office’s purpose, as outlined in the Act, is to assist in the establishment of a Canadian securities regulation regime and a Canadian regulatory authority. The Transition Office reports to Parliament through the Minister of Finance.

Over the 13 years of the Transition Office’s existence, the nature of its work evolved considerably. In the first phase of its work (2009–2011), the Transition Office supported efforts to establish a comprehensive federal system of securities regulation that would operate in participating provinces and territories. During this phase, the Transition Office developed a draft Canadian Securities Act and a transition plan for establishing a Canadian securities regulatory authority. In doing this work, the Transition Office incorporated input from the Advisory Committee of Participating Provinces and Territories, participating provincial and territorial regulators and a Legal Advisory Committee of securities law experts.

In 2011, the Supreme Court of Canada (SCC) determined that the proposed Canadian Securities Act as drafted was not constitutionally valid under the general branch of the federal power to regulate trade and commerce. However, the SCC acknowledged that certain aspects of securities regulation may fall within federal jurisdiction, including the prevention and management of systemic risk in Canadian capital markets.

After the 2011 SCC decision, the Transition Office supported work to develop a legal and administrative framework for a cooperative federal-provincial-territorial capital markets regulator. In addition, the Transition Office contributed to the development of a consultation draft of federal legislation to address systemic risk and criminal enforcement in national capital markets, the proposed federal Capital Markets Stability Act (CMSA).

In 2013, the governments of British Columbia, Ontario and Canada signed an Agreement in Principle (AIP) to move towards a Cooperative Capital Markets Regulatory System (the Cooperative System) and invited all provinces and territories to participate. The Transition Office supported negotiations to develop the AIP and subsequently supported the participating governments with implementing the AIP, which was formalized in a Memorandum of Agreement in 2014. At that time, New Brunswick and Saskatchewan also agreed to join the Cooperative System. Prince Edward Island joined later in 2014, followed by Yukon in 2015, Nova Scotia in 2019 and Newfoundland and Labrador in 2020. Throughout this period, the Transition Office provided advice to the Department of Finance for advancing the Cooperative System.

In July 2015, the participating provinces and territories in the Cooperative System incorporated the Capital Markets Authority Implementation Organization (CMAIO) to assist in the transition and merger of existing provincial and territorial regulators into a single capital markets regulatory authority. The Transition Office supported the establishment of CMAIO and oversaw the distribution of $30 million of funding that the federal government provided to CMAIO between 2016 and 2021. Given delays advancing Cooperative System legislation, CMAIO paused its operations as of March 31, 2021. The Transition Office worked with the CMAIO Board to wind-down CMAIO in late 2021, and participating jurisdictions dissolved the CMAIO entity on January 28, 2022.

Since 2016, the Transition Office focused on building capacity to support administration of the systemic risk mandate under the proposed CMSA. The Transition Office identified more than 20 capital-markets-related risks that could threaten the stability of the financial system and harm the broader Canadian economy. The Transition Office also developed a framework for monitoring and mitigating these risks, including approaches for developing mitigation solutions in collaboration with other regulators.

In 2018, the SCC confirmed the constitutionality of both the Cooperative System and the draft federal CMSA.

In Budget 2021, the Government proposed $12 million of additional funding for the Transition Office to continue supporting federal efforts to advance the Cooperative System and to strengthen capital markets stability and enforcement in Canada. The Government included a provision in Bill C-30 to increase the Transition Office’s statutory funding limit by $12 million, but this provision was defeated in the House of Commons on June 21, 2021. With no access to additional funding, the Transition Office began winding down its operations in October 2021. By March 31, 2022, the Transition Office had ceased its operations.


Dissolving the Transition Office will eliminate the need for further administrative expenses (e.g. compensation to officers to oversee the Transition Office entity) and reporting obligations (e.g. statutory requirements to prepare an annual report and audited financial statements).

The Transition Office has discharged or made arrangements to discharge all of its obligations. Upon dissolution, any of the Transition Office’s remaining funds will be transferred to the federal government. The transfer of its remaining funds will not impact the fiscal framework, as the Transition Office’s financial position is consolidated with that of the federal government.

Despite CMAIO having paused its operations in March 2021, and the Transition Office having ceased operations in March 2022, the Government of Canada remains committed to working with participating provinces and territories to implement the Cooperative System, which would strengthen investor protection and enforcement, reduce costs for Canadian companies, and support financial stability.

The work and knowledge that the Transition Office has developed over the 13 years of its existence has been transferred to the Department of Finance Canada and will be available to support future work.


The Transition Office’s 2022 Annual Report provides more details on steps that the Transition Office took in 2021–2022 to wind down its operations. While the federal government has not undertaken external consultations in relation to the dissolution of the Transition Office, the Department of Finance Canada has provided updates to provinces and territories that are participating in the Cooperative System.


Robert Sample
Director General
Financial Stability and Capital Markets Division
90 Elgin Street, 13th Floor
Ottawa, Ontario
K1A 0G5
Email: Robert.Sample@fin.gc.ca