Quebec’s AMF Draft Regulations: Toward Stronger Governance Oversight for Registrants and Their Responsible Officer

On April 9, 2026, Quebec’s financial markets regulator, the Autorité des marchés financiers (AMF), published draft regulations (Draft Regulations) pursuant to the Act respecting the distribution of financial products and services (Act) by way of a regulatory consultation notice (Notice). The Draft Regulations were published under the authority granted to the AMF by An Act to amend various provisions mainly with respect to the financial sector (formerly known as Bill 92) to regulate the management and governance of firms, independent representatives and independent partnerships (Registrants). For further information on this topic, please see our Blakes Bulletin: Bill 92: Quebec Takes Another Step in Modernizing its Financial Sector Framework.

In the Notice, the AMF sets out the reasons for the consultation and publication of the Draft Regulations, highlighting that the proposed amendments are intended to formalize in regulation expectations it has communicated for many years to Registrants, including those set out in the Governance and Compliance Guide for Registrants.

The AMF also states that it will not specifically regulate general agents, banners and wholesalers, since they, along with the insurers who outsource activities to them, are already required to comply with an existing legislative framework, namely, the framework set out by the Act for Registrants and that is established by Quebec’s Insurers Act for insurers.

In this bulletin, we summarize the key aspects of the amendments proposed in the Draft Regulations and highlight the changes likely to have a significant impact on the operational framework applicable to Registrants.

Written Policies and Procedures

Under the draft Regulation to amend the Regulation respecting firms, independent representatives and independent partnerships, Registrants would be required to establish, maintain and implement written policies and procedures governing the conduct of their business, tailored to the nature, scope and complexity of the Registrant’s activities.

These policies and procedures would have to cover all topics set out in the draft Regulation to amend the Regulation respecting firms, independent representatives and independent partnerships, namely:

• Corporate governance and management
• Recruitment of new resources
• Selection of third parties and management of third-party arrangements
• Identification and prevention of conflicts of interest
• Incentives
• Gifts to clients
• Compensation required from clients
• Business continuity
• Pursuit of activities by representatives from a base outside Quebec
• Information security

The AMF states in the Notice that it would support Registrants regarding compliance with the proposed governance and management requirements, as well as make policy templates available to them.

New Governance and Management Regulations

The aforementioned policies and procedures would be required to take into account the new standards set out in the draft Regulation to amend the Regulation respecting firms, independent representatives and independent partnerships. The key standards are presented below.

Recruitment of New Resources

New requirements would apply to the recruitment and selection of representatives and employees. As such, Registrants would be required to verify each candidate’s competence, integrity and availability, as well as their solvency, judicial record and references. When candidates are being recruited as representatives, Registrants would also have to inquire about the conduct of their previous professional activities.

Additional obligations would apply when representatives and employees participate in recruitment activities. Among other things, any remuneration paid by a Registrant to a representative solely for recruiting another representative would need to be documented. Such remuneration could only be paid after the candidate’s hiring, on the condition that the Registrant provides an onboarding process, and only for the duration of the candidate’s first year of employment.

Competence and Training of Representatives

Under the new competence and training requirements for representatives, Registrants would have to ensure that their representatives:

• Are familiar with the provisions of the Act and its regulations that apply to their activities, as well as the Registrant’s policies and procedures and the duties of the certified representative acting as the Registrant’s responsible officer
• Are familiar with and can explain the products that they are authorized to offer
• Complete, as required, training relating to these obligations

Selection of Third Parties and Management of Third-Party Arrangements

Registrants would be subject to new obligations regarding the selection and verification of third parties before entering into an arrangement with them.

These obligations would not apply to arrangements entered into with a Registrant’s clients, employees or representatives. They would apply solely to arrangements with third parties for the provision of goods or services to the Registrant where such arrangements may present risks to the conduct or continuity of the Registrant’s business or for information security.

Registrants would be required to establish a verification process. Before entering into a third-party arrangement, the Registrant would have to inquire into the third party’s experience, verify references, assess the risks arising from the arrangement or its termination for the conduct or continuity of the Registrant’s business or for information security, as well as implement mitigation measures. Registrants would also be required to ensure that the content of any third-party arrangement complies with requirements set out in the draft Regulation to amend the Regulation respecting firms, independent representatives and independent partnerships. Additional requirements also apply when a third-party arrangement involves sharing data or outsourcing the performance or management of an activity.

New requirements would apply to outsourcing to a third party the performance of an activity or obligation incumbent upon the Registrant pursuant to the Act or its regulations. Registrants would be forbidden from outsourcing activities that are reserved for or exclusive to them, such as holding an authorization issued by the AMF to carry on activities in Quebec or offering financial products and services covered by such authorization. Additional requirements would also apply to outsourcing the task of a Registrant’s responsible officer, as indicated below.

When outsourcing is allowed, Registrants would be required to enter into an arrangement with the third party. Such arrangements would have to be limited in duration and contain elements set out in the draft Regulation to amend the Regulation respecting firms, independent representatives and independent partnerships, including an obligation for the third party to provide a report to the Registrant once a year. The AMF also highlights that Registrants would remain fully responsible for compliance with regulatory obligations applicable to outsourced activities.

Conflicts of Interest

Registrants and their representatives would be required to avoid situations giving rise to conflicts of interest. Registrants would also be required to implement measures enabling their representatives and employees to identify and avoid such situations. Registrants would also be required to inform their representatives and employees of the actions to be taken when a conflict of interest arises, as well as ensure that the conflict is addressed in the client’s best interest.

Business Continuity

Registrants would be required to implement a process to ensure business continuity. Registrants would need to identify risks that could disrupt, delay or interrupt their operations, such as risks associated with computer and telecommunications systems, representatives and employees, and service providers or business partners.

Representatives Carrying Out Activities Outside Quebec

Currently, Section 205 of the Act authorizes the AMF to allow representatives to carry out activities in Quebec while based in another Canadian province or territory, or in another country, and to establish the requirements for doing so. Both the draft Regulation to amend the Regulation respecting firms, independent representatives and independent partnerships and the draft Regulation to amend the Regulation respecting the pursuit of activities as a representative set out the requirements that firms, independent partnerships and their representatives would have to satisfy so that the representatives are able to pursue their activities while based outside Quebec.

Representatives who wish to pursue their activities in Quebec from another Canadian province or territory would require authorization from the Registrant on whose behalf they act. They would also be required to disclose to their clients the location from which such activities would be carried out. Registrants would also be required to establish the conditions of practice that ensure the representative’s availability to the AMF, as well as the AMF’s access to the representative’s records.

Representatives wishing to carry out their activities from another country would be permitted to do so for a maximum of three months per year and pursuant to a written authorization from the Registrant on whose behalf they act. They would need to disclose the location to their clients and obtain their consent, as well as pursue their activities using secure internet access in a work environment that maintains confidentiality of client information. Prior to granting authorization, Registrants would have to identify and assess the location-related risks that may adversely affect the offering of financial products and services and the fair treatment of clients. They would also be required to assess the applicable legal framework, determine the activities that the representative may perform from the location, specify the duration of the authorization and document in writing the authorization’s conditions.

Information Security

Registrants would be required to put in place measures to protect information used during their activities. In the Notice, the AMF indicates that Registrants must appoint a person responsible for information security. Registrants would also be required to implement measures to ensure the security of their premises and computer equipment to protect the information they collect, process, use, communicate, store and create in the course of their activities.

Registrants would also have to assess the risks associated with the use of information technology (including generative artificial intelligence), as well as implement the necessary measures to prevent and detect cybersecurity incidents that could compromise the availability, integrity or confidentiality of data. Arrangements between Registrants and third parties that involve the sharing of data would have to include an obligation for the third party to inform the Registrant of any cybersecurity incident that may compromise the availability, integrity or confidentiality of the Registrant’s data.

Proposed Framework for Responsible Officers

Currently, the Act and its regulations only require that a Registrant appoint a responsible officer. The Draft Regulations include the Regulation respecting representatives acting as responsible officer, which establishes the eligibility criteria, as well as the officer’s role and responsibilities.

Designated as the Registrant’s “guardian of compliance” under the draft Regulation respecting representatives acting as responsible officer (new Regulation), the responsible officer would be required to ensure that the Registrant’s policies and procedures are implemented, disseminated and complied with. Pursuant to the new Regulation, the responsible officer would also need to ensure that the Registrant’s executive officers, certified representatives and employees comply with the Act and its regulations. Furthermore, the new Regulation stipulates that responsible officers would be required to act with the independence necessary to the performance of their duties, including, among other things, reporting to the Registrant’s directors, officers or partners any failure in the conduct of the Registrant’s activities that may be recurrent or cause harm to a client. The responsible officer would also have to provide the Registrant’s directors, officers or partners with an annual report on the compliance of the Registrant’s activities.

Individuals serving as responsible officers when the new Regulation comes into force may continue to do so, provided they successfully complete the required examinations within the following year. Representatives authorized by the AMF to act as responsible officers would also be required to comply with their professional development requirements. The draft Regulation to amend the Regulation respecting firms, independent representatives and independent partnerships provides that a Registrant would only be allowed to outsource a responsible officer’s tasks to a single third party, with one exception: tasks pertaining to information security could be outsourced to a different third party, in which case the Registrant would be required to disclose to the AMF the name of that third party and the tasks outsourced to it.

Next Steps

The Draft Regulations have been published for a 90-day comment period ending on July 8, 2026. Registrants subject to the proposed requirements should review the Draft Regulations and assess their potential impact on procedures, policies and management practices. Registrants should also determine the measures they may need to implement to ensure compliance with the proposed requirements.

For more information on the Draft Regulations, please contact the authors or any other member of our Financial Services Regulatory group.