OSC Requests Comments on Proposed Amendments to Fee Rules

Introduction

On April 30, 2026, the Ontario Securities Commission (the “OSC”) published a Notice and Request for Comment (the “Notice”) on proposed amendments to OSC Rule 13‑502 – Fees and OSC Rule 13‑503 (Commodity Futures Act) – Fees, together with corresponding changes to the respective companion policies (collectively, the “Proposed Amendments”).

This update summarizes the key elements of the Proposed Amendments and highlights practical considerations for issuers, registrant firms and other market participants.

The Proposed Amendments reflect the OSC’s first comprehensive review of participation fees, activity fees and late fees in more than a decade. The Notice indicates that the changes are intended to address a growing funding gap associated with the increasing complexity, scale and diversity of Ontario’s capital markets. If adopted substantially as proposed, the OSC estimates that the Proposed Amendments would increase average annual OSC revenues by approximately $16 million from April 2027 to March 2030.

The Proposed Amendments would, among other things:

1. consolidate the bottom two participation fee tiers for issuers and registrant firms, which the OSC estimates would result in 57% of issuers and registrant firms paying the lowest annual participation fee of $750 or less;
2. reduce participation fee rates for certain small registrant firms whose Ontario specified revenues are between $500,000 and $1 million;
3. introduce new top-end participation fee tiers for the largest issuers and registrant firms whose fees, the OSC feels, are disproportionately low in relation to their market growth.
4. increase certain existing activity fees and late fees to address inflationary pressures, while reducing certain filing fee rates by approximately 21%;
5. establish a new tier-based participation fee model and related activity fees for crypto-asset trading platforms (“CTPs”);
6. increase participation fee rates and introduce new activity fees for specified regulated entities; and
7. implement annual Consumer Price Index (“CPI”) adjustments to issuer and registrant firm participation fee tier thresholds and fee rates.

Each of these key amendments is discussed in greater detail below.

Background

The OSC is a self-funded regulator whose fees are designed to recover the costs of carrying out its statutory mandate, including investor protection, capital formation and fostering fair and competitive capital markets. As noted above, in the Notice, the OSC explains that over the past decade, Ontario’s capital markets have experienced substantial growth in complexity and innovation, including the emergence of new products, trading venues and technologies, without a corresponding adjustment to the OSC’s overall fee model. The OSC also indicates that the Proposed Amendments are intended to recalibrate fees across market participants in a manner that aligns more closely with market growth and regulatory effort.

Under OSC Rule 13‑502 – Fees, market participants are generally subject to two broad categories of fees: participation fees and activity fees. Participation fees are intended to recover the costs of a broad range of regulatory services that cannot be practically attributed to specific filings, transactions or requests for service. The OSC describes participation fees as a proxy for a market participant’s overall benefit from participating in Ontario’s capital markets. Activity fees, by contrast, are generally charged when a market participant files a document of a specified class with the OSC or requests a particular regulatory service.

The Proposed Amendments

1. Consolidation of the Bottom Two Participation Fee Tiers

The Proposed Amendments would restructure participation fee tiers for issuers and registrant firms by consolidating the bottom two tiers for the smallest market participants and introducing additional tiers at the top end for the largest issuers and registrant firms. The OSC estimates that the consolidation would result in 57% of issuers and registrant firms paying the lowest annual participation fee of $750 or less, with an estimated annual reduction in fees of approximately $200,000.

2. Reduced Participation Fee Rates for Certain Small Registrant Firms

The OSC proposes to reduce participation fee rates for small registrant firms with Ontario specified revenues between $500,000 and less than $1 million. In its discussion of registrant firm tiers within the Notice, the OSC notes a proposed reduction of fees for firms in this band from $3,200 to $2,000.

3. New Top‑End Participation Fee Tiers

To enhance proportionality at the top end, the OSC proposes introducing new tiers for the largest issuers and registrant firms. Under the proposal, the maximum participation fee for Class 1 and Class 2 issuers would increase from $100,500 to $331,500, and the maximum participation fee for Class 3B issuers would increase from $33,495 to $95,500.

The OSC estimates these changes would affect approximately 4.8% of issuers (approximately 134) currently in the highest tiers. For registrant firms, the OSC proposes the creation of one additional top‑end participation fee tier for firms with Ontario specified revenues exceeding $4 billion, increasing the highest participation fee for these firms from $2,037,000 to $3,055,500. The OSC estimates that introducing new top‑end tiers would raise annual fees by approximately $10 million.

4. Changes to Activity Fees and Late Fees

The Proposed Amendments would increase certain activity fees and late fees, primarily to address inflationary pressures, while also reducing certain capital‑raising filing fee rates. The OSC estimates these changes would ultimately raise annual fees by approximately $2.4 million on a net basis, after giving effect to the proposed reductions.

As part of the Proposed Amendments, the OSC proposes to increase the activity fee for exempt distribution filings made under OSC Rule 45‑501 – Ontario Prospectus and Registration Exemptions and National Instrument 45‑106 – Prospectus Exemptions from $350 to $500. By contrast, the OSC proposes reductions of approximately 21% to most prospectus related activity fee rates.

The Proposed Amendments also include changes to late filing fees, including an increase to the maximum cap on certain late fees.

5. New Participation and Activity Fee Framework for Crypto‑Asset Trading Platforms

The Proposed Amendments would introduce a new participation and activity fee framework specific to CTPs, reflecting what the OSC characterizes as the growing scope, complexity and requirement for regulatory oversight in this area. The OSC notes that CTPs have experienced significant growth in Ontario’s capital markets and that the proposed fee framework is intended to better align regulatory fees with the level of oversight required.

Under the Proposed Amendments, participation fees would be assessed annually on a tiered basis, taking into account a range of factors, including whether a CTP operates on a domestic‑only or cross‑border basis, the nature of the services and products it offers and its registration status. In addition, activity fees would apply when a CTP applies for authorization to operate. The OSC estimates that the introduction of this CTP‑specific participation and activity fee framework would result in an annual increase in revenues of approximately $1.2 million.

6. Increased Participation Fees and New Activity Fees for Specified Regulated Entities

The Proposed Amendments would increase participation fee rates and introduce new activity fees for specified regulated entities, including recognized exchanges and recognized quotation and trade reporting systems. In particular, the lowest participation fee tier would be adjusted to up to 2.5%, with a minimum fee of $25,000, while fees for the remaining five tiers would increase to better align with the cost of oversight. The OSC also proposes new annual participation fees of $120,000 for recognized exchanges with listing functions and $30,000 for recognized exchanges without listing functions.

7. Annual CPI Indexation of Participation Fees

The OSC proposes to introduce an annual CPI adjustment to both participation fee tier thresholds and fee rates for issuers and registrant firms. The CPI adjustment would be calculated based on the year‑over‑year change in the Ontario all‑items CPI, as published by Statistics Canada, and would help OSC fees keep pace with rising regulatory costs while supporting greater fee predictability over time.

The OSC estimates that the introduction of CPI indexation would generate an average annual revenue increase of approximately $1.8 million, with the adjustment currently expected to take effect in April 2028, approximately one year after the Proposed Amendments come into force.

Next Steps

The OSC is accepting written comments on the Proposed Amendments until July 29, 2026. Subject to the consideration of stakeholder feedback and any further revisions, the OSC expects the Proposed Amendments to come into force on April 5, 2027.

Market participants should review the Proposed Amendments and consider the following:

• Fee Impact Assessment: Reporting issuers and registrant firms should consider the potential impact of the revised participation fees on their annual regulatory costs, particularly if they fall within higher fee tiers.

• Capital Markets Planning: Reporting issuers contemplating prospectus offerings may wish to factor the proposed reduction in prospectus filing fees into future financing plans.

• Comment Submissions: Entities that may be disproportionately affected by the fee rebalancing may wish to consider submitting comments to the OSC before the July 29, 2026 deadline.

If you have any questions with respect to the matters discussed above, please contact Rebecca Cochrane ([email protected]) and Carlye Bellavia ([email protected]), or any other member of Wildeboer Dellelce LLP. The authors gratefully acknowledge the assistance of articling student Zehra Irfan in the preparation of this update.

This update is intended as a summary only and should not be regarded or relied upon as advice to any specific client or regarding any specific situation.

If you would like further information regarding the issues discussed in this update or if you wish to discuss any aspect of this commentary, please feel free to contact us.