Retail Payment Activities Regulations (SOR/2023-229)

Marginal note:Notice to Bank

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  20 (1) The notice referred to in subsection 22(1) of the Act must

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    (a) be given to the Bank at least five business days before the day on which the payment service provider makes a significant change in the way it performs a retail payment activity or the day on which it performs a new retail payment activity;

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    (b) be submitted using the electronic system provided for that purpose by the Bank; and

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    (c) include

    • (i) the payment service provider’s name,

    • (ii) the name, phone number and email address of an individual who may be contacted regarding the significant change or new activity,

    • (iii) a description of the change or new activity to be performed,

    • (iv) the reason for the change or new activity,

    • (v) the date on which the change is to be made or the new activity is first to be performed,

    • (vi) the payment service provider’s assessment of the effect that the change or new activity will have on its operational risks and on the manner in which end-user funds are safeguarded, both during and following implementation of the change or new activity,

    • (vii) a list and summary of all of the payment service provider’s documentation, including in relation to its risk management and incident response framework, that has been amended or created to reflect the change or new activity, and

    • (viii) if the payment service provider has senior officers, an indication that the change or new activity has been approved by a senior officer.

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  Marginal note:Definition of business day

  (2) For the purpose of paragraph (1)(a), business day means a business day of the Bank.

Marginal note:New application — acquisition of control

21 For the purpose of subsection 24(1) of the Act, an individual or entity acquires control of

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  (a) a corporation once they, alone or in combination with any entities with which they are affiliated within the meaning of section 3 of the Act,

  • (i) hold — or have held for their benefit — directly or indirectly, otherwise than by way of security only, securities to which are attached one third or more of the votes that may be cast to elect directors of the corporation, or

  • (ii) acquire control of an entity that controls the corporation;

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  (b) a limited partnership once they become a general partner in it; and

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  (c) an entity other than a corporation or limited partnership once they, alone or in combination with any entities with which they are affiliated within the meaning of section 3 of the Act,

  • (i) hold — or have held for their benefit — directly or indirectly, an interest in the entity that entitles them to receive one third or more of the entity’s profits or one third or more of its assets on dissolution, or

  • (ii) acquire control of an entity that controls the entity.

Marginal note:New application — other change

22 The acquisition of any of the following by a state-owned enterprise, as defined in section 3 of the Investment Canada Act, is a prescribed change for the purpose of subsection 24(2) of the Act:

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  (a) a power to appoint the Chief Executive Officer or other senior management officers of the payment service provider or members of its board of directors or a similar body;

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  (b) if the payment service provider is a corporation, voting rights in respect of the election of its directors; or

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  (c) if the payment service provider is an entity other than a corporation, ownership interests in the payment service provider.

Marginal note:Registry

23 The following is prescribed information for the purpose of section 26 of the Act:

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  (a) any trade names of the payment service provider;

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  (b) the date on which the payment service provider was registered;

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  (c) the payment service provider’s civic address — or that of their head office, if applicable — and their primary mailing address;

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  (d) the payment service provider’s telephone number;

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  (e) the payment service provider’s email address;

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  (f) the payment service provider’s website address, if any;

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  (g) the payment functions performed by the payment service provider; and

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  (h) the names of all agents and mandataries that perform functions on behalf of the payment service provider.

Marginal note:Application for registration

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  24 (1) An application under subsection 29(1) of the Act must be submitted to the Bank using the electronic system provided by the Bank for that purpose.

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  Marginal note:Contact information

  (2) For the purpose of paragraph 29(1)(b) of the Act, the prescribed contact information consists of

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    (a) the applicant’s civic address — or that of their head office, if applicable — and their primary mailing address;

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    (b) the applicant’s telephone number;

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    (c) the applicant’s email address;

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    (d) the applicant’s fax number, if any;

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    (e) the applicant’s website address, if any; and

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    (f) the mailing address, telephone number and email address of an individual who may be contacted for inquiries related to the application.

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  Marginal note:Organization and structure

  (3) For the purpose of paragraph 29(1)(d) of the Act, the prescribed information consists of

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    (a) if the applicant is an individual, their name and date of birth;

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    (b) if the applicant is an entity, the date, country and jurisdiction of its incorporation or other formation and, in the case of a corporation, its incorporation number and the legislation under which it is incorporated; and

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    (c) the following information in respect of each of the applicant’s affiliated entities, if any:

    • (i) its legal name and any trade names,

    • (ii) its mailing address, the civic address of its head office, its telephone number, its email address and, if applicable, its website address, and

    • (iii) a description of any retail payment activities that it performs.

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  Marginal note:Agents and mandataries

  (4) For the purpose of paragraph 29(1)(e) of the Act, the prescribed information consists of, in respect of each agent or mandatary,

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    (a) their legal name and any trade names;

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    (b) their civic address — or that of their head office, if applicable — primary mailing address, telephone number, email address and, if applicable, website address; and

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    (c) a description of the retail payment activities that they perform on behalf of the applicant and the civic address of each location at which they perform them.

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  Marginal note:Volume and value of retail payment activities

  (5) For the purpose of paragraph 29(1)(f) of the Act, the prescribed information consists of

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    (a) in the case of an applicant that has a place of business in Canada, for each of the previous 12 months,

    • (i) the number of electronic funds transfers in relation to which they performed a retail payment activity and the total value of those electronic funds transfers, expressed in Canadian dollars, and

    • (ii) the number of electronic funds transfers in relation to which they performed a retail payment activity for end users in Canada and the total value of those electronic funds transfers, expressed in Canadian dollars;

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    (b) in the case of an applicant that does not have a place of business in Canada, the information referred to in subparagraph (a)(ii); and

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    (c) in the case of an applicant that has not performed any retail payment activities in the last year, a projection for the first year in which they will perform retail payment activities of the information referred to in

    • (i) paragraph (a), if they have a place of business in Canada, or

    • (ii) subparagraph (a)(ii), if they do not have a place of business in Canada.

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  Marginal note:End-user funds

  (6) For the purpose of paragraph 29(1)(h) of the Act, the prescribed information consists of

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    (a) for each of the previous 12 months, the average value, expressed in Canadian dollars, of end-user funds that the applicant held at the end of each day — or, if the applicant has not performed any retail payment activities in the previous year, the projected value, expressed in Canadian dollars, of end-user funds that they will hold at the end of each day in their first year performing retail payment activities — for

    • (i) end users in Canada, and

    • (ii) in the case of an applicant that has a place of business in Canada, all end users; and

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    (b) the currencies in which the applicant held end-user funds for each of the following categories of end users in the previous year — or, if the applicant has not performed any retail payment activities in the previous year, the currencies in which they plan to hold end-user funds for each of those categories of end users in their first year performing retail payment activities — and the share of funds held or to be held in each of those currencies:

    • (i) end users in Canada, and

    • (ii) in the case of an applicant that has a place of business in Canada, all end users.

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  Marginal note:Safeguarding of end-user funds

  (7) For the purpose of paragraph 29(1)(j) of the Act, the prescribed information consists of

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    (a) a description of all of the means, among those set out in paragraphs 20(1)(a) to (c) of the Act, by which the applicant safeguards or plans to safeguard end-user funds;

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    (b) the name of any entity from which the applicant has obtained or plans to obtain an account referred to in subsection 20(1) of the Act or the insurance or guarantee referred to in paragraph 20(1)(c) of the Act and the name of the regulator responsible for supervising that entity with respect to its adherence to standards in respect of capital, liquidity, governance, supervision and risk management; and

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    (c) if the applicant holds or plans to hold end-user funds other than in accordance with subsection 20(1) of the Act, information establishing that those funds were or will be accepted by the applicant as deposits that are or will be insured or guaranteed under an Act of the province in which they are held.

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  Marginal note:Third-party service provider

  (8) For the purpose of paragraph 29(1)(k) of the Act, the prescribed information consists of, in respect of each third-party service provider that has or will have a material impact on the applicant’s operational risks or the manner in which the applicant safeguards or plans to safeguard end-user funds,

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    (a) their legal name and any trade names;

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    (b) their civic address — or that of their head office, if applicable — primary mailing address, telephone number, email address and, if applicable, website address;

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    (c) a description of the services in relation to retail payment activities that they provide or will provide to the applicant; and

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    (d) the geographical location of the technologies that they use to provide services in relation to retail payment activities or to store end user data.

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  Marginal note:National security review

  (9) For the purpose of paragraph 29(1)(p) of the Act, the prescribed information consists of

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    (a) the names of any foreign regulators that supervise the applicant’s retail payment activities in other jurisdictions and the statutes under which that supervision occurs;

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    (b) an indication of whether the applicant is publicly traded and, if so, the name of the exchanges on which it is traded;

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    (c) all countries of residence of the applicant and of any individual or entity with which they are affiliated within the meaning of section 3 of the Act;

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    (d) a corporate organization chart that identifies all individuals or entities that control or are controlled by the applicant within the meaning of section 21;

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    (e) the country of residence of each individual or entity that controls the applicant within the meaning of section 21 and, in the case of an individual, their countries of citizenship;

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    (f) if the applicant is a corporation, the name, countries of residence and citizenship, incorporation or other formation, as the case may be, of any individual or entity that holds — or for whose benefit are held — directly or indirectly, otherwise than by way of security only, securities to which are attached 10% or more of the votes that may be cast to elect the applicant’s directors;

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    (g) if the applicant is an entity other than a corporation or limited partnership, the name, countries of residence and citizenship, incorporation or other formation, as the case may be, of any individual or entity that holds — or for whose benefit is held — directly or indirectly, an interest in the applicant that entitles them to receive 10% or more of the applicant’s profits or 10% or more of its assets on dissolution;

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    (h) if the applicant has a board of directors, the name, countries of residence and citizenship, mailing address, telephone number and email address of each of its members, as well as an indication of whether they are a member of the board of directors of any other entities and, if so, the names of those entities;

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    (i) if the applicant has senior officers, the name, countries of residence and citizenship, mailing address, telephone number and email address of each of the five senior officers who were, for the last calendar year, the most highly compensated, having regard to all forms of compensation, including stock options, performance-based incentives and other benefits;

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    (j) the name, countries of residence and citizenship, incorporation or other formation, as the case may be, mailing address, telephone number, email address and, if applicable, head office address of each of the five creditors to which the applicant owed the greatest amount at any time during the last calendar year;

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    (k) an indication of whether a state-owned enterprise, as defined in section 3 of the Investment Canada Act, holds — or has held for its benefit — directly or indirectly, an ownership interest or voting interest in the applicant and, if so, the name of the state-owned enterprise and of the applicable foreign state and a description of the interest, including, in the case of a voting interest, whether it has a special veto or other decision-making right attached to it;

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    (l) an indication of whether a state-owned enterprise, as defined in section 3 of the Investment Canada Act, has the power to appoint the Chief Executive Officer or other senior management officers of the applicant, or members of its board of directors or a similar body, and, if so, the name of the state-owned enterprise and the applicable foreign state and a description of that power;

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    (m) a list of all categories of personal or financial information, including the following categories, that the applicant gathers or plans to gather in respect of their end users in Canada, employees or business partners and the purposes for which the information is gathered:

    • (i) personal identifying information,

    • (ii) financial data, including confidential account information,

    • (iii) private communications, and

    • (iv) geolocation data;

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    (n) all countries in which the applicant or their third-party service providers store or process, or plan to store or process, any information referred to in paragraph (m);

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    (o) the name, countries of residence and citizenship, incorporation or other formation, as the case may be, mailing address, telephone number, email address and, if applicable, head office address of every individual or entity that may be given access to any information referred to in paragraph (m), other than an employee or agent or mandatary of the applicant, an employee of a payment service provider referred to in section 9 of the Act or an employee of a registered payment service provider;

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    (p) in the case of an applicant that has a place of business in Canada,

    • (i) the name of any other payment service provider for which they performed a retail payment activity in the previous two years, and

    • (ii) the name of any other payment service provider for which they plan to perform a retail payment activity in the next two years; and

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    (q) in the case of an applicant that does not have a place of business in Canada,

    • (i) the name of any other payment service provider that has a place of business in Canada and for which the applicant performed a retail payment activity in the previous two years, and

    • (ii) the name of any other payment service provider that has a place of business in Canada and for which the applicant plans to perform a retail payment activity in the next two years.