57% pay $750 or less
Large issuers and registrant firms could face higher regulatory costs under proposed Ontario Securities Commission (OSC) amendments that lower fees for smaller market participants and introduce new tiered charges tied to market activity.
The OSC has released proposed amendments to its fee rules that introduce additional upper-tier participation fees for issuers and registrant firms whose charges have not kept pace with market growth and regulatory demands.
For issuers, the proposal adds three new tiers above the current maximum capitalization threshold of $25 billion. The maximum participation fee for Class 1 and Class 2 issuers would increase from $100,500 to $331,500, while Class 3B issuers would see their maximum rise from $33,495 to $95,500. These changes are expected to affect about 4.8% of issuers and generate approximately $6.9 million in annual revenue.
Registrant firms would also face a new top tier for those with more than $4 billion in Ontario specified revenues, increasing the maximum fee from $2,037,000 to $3,055,500. This adjustment is projected to add about $3.1 million in annual revenue.
The OSC said the revisions aim to align fees with market participation and regulatory oversight requirements.
Reduced costs for smaller market participants
While higher tiers target larger entities, the proposal lowers costs for smaller issuers and registrant firms. The consolidation of the lowest participation fee tiers would result in about 57% of regulated entities paying annual fees of $750 or less.
Registrant firms with Ontario specified revenues between $0.5 million and under $1.0 million would see fees decline from $3,200 to $2,000, a 37.5% decrease. Overall, the OSC estimates that these changes would reduce annual participation fees for smaller firms by about $0.5 million.
Adjustments to capital-raising costs
The proposed amendments include reductions to prospectus-related activity fees of approximately 21%. Filing fees for certain prospectus submissions would decrease from $3,800 to $3,000, while technical report fees tied to mineral projects would fall from $2,500 to $2,000.
The OSC said the reductions are intended to support capital formation and are expected to result in a net decrease of about $0.2 million in annual fees tied to these filings.
New framework for crypto-asset platforms
The regulator is proposing a new fee structure for crypto-asset trading platforms (CTPs), introducing both annual participation fees and activity-based charges.
Annual participation fees would range from $30,000 to $170,000 depending on the platform’s structure, services, and registration category. Activity fees would include $15,000 for pre-filing reviews, $24,500 for registration applications without a marketplace, $60,000 for applications involving a marketplace, and $12,500 for significant business changes.
The OSC estimates these measures would generate about $1.0 million in participation fee revenue and $0.2 million from activity fees each year.
Changes across filings and penalties
The proposal includes increases to certain activity and late fees. The fee for exempt distribution filings would rise from $350 to $500, generating an estimated $1.4 million in additional annual revenue.
Late filing penalties would also change, with maximum caps for certain filings increasing from $5,000 to $7,000, and insider reporting caps rising from $1,000 to $1,400. Combined changes to activity and late fees are expected to generate about $2.4 million annually.
Additional adjustments affect exchanges, clearing agencies, alternative trading systems, and information processors, including new participation fees, removal of certain caps, and fee increases of about 10% for some regulated entities that have not seen changes in more than a decade.
The OSC is proposing to introduce annual adjustments to participation fees based on the Consumer Price Index, applying to both fee levels and tier thresholds. These changes would take effect beginning in 2028 and are intended to provide consistency in fee calculations over time.
The amendments are projected to increase average annual OSC revenues by $16.0 million between April 2027 and March 2030.
The OSC has opened a 90-day comment period, with submissions due by July 29, 2026. The proposed amendments are expected to come into force on April 5, 2027.
The regulator has not comprehensively amended its fee structure in over a decade. It charges two main types of fees: participation fees, which cover general regulatory oversight activities, and activity fees, which apply to specific filings and services.
