The United States buy-side is the largest source of foreign capital for Canadian issuers, both primary and secondary. According to Pitchbook Data, about 44% of Canadian private equity deal value involves US investors. So far this year, that number is over 80%. As Canadian Exempt Market Dealers (EMDs) increasingly seek to expand their reach into the U.S. market, understanding and navigating SEC Rule 15a-6 becomes crucial. This rule provides a framework that allows foreign broker-dealers, including Canadian EMDs, to engage in certain activities with U.S. investors without full SEC registration. Marco Polo Exchange is here to guide you through the essentials of SEC Rule 15a-6 and ensure your cross-border transactions remain compliant and efficient.

Understanding SEC Rule 15a-6

What is SEC Rule 15a-6?

SEC Rule 15a-6, enacted under the U.S. Securities Exchange Act of 1934, offers exemptions from registration requirements for foreign broker-dealers. This rule aims to facilitate international securities transactions while ensuring that U.S. investors are protected.

Key Provisions of SEC Rule 15a-6

• Foreign Broker-Dealer Exemption: Allows Canadian EMDs to engage in certain limited activities with U.S. investors without full SEC registration.
• Intermediary Arrangements: Permits Canadian EMDs to operate through a registered U.S. broker-dealer, which acts as an intermediary.
• Chaperoning Requirements: Specifies situations where Canadian EMDs must be “chaperoned” by a registered U.S. broker-dealer.

How SEC Rule 15a-6 Applies to Canadian EMDs

Foreign Broker-Dealer Exemption

Canadian EMDs can leverage this exemption to interact with U.S. institutional investors and major U.S. institutional investors. Activities typically include unsolicited transactions and limited solicitations, provided they meet the rule’s criteria.

Intermediary Arrangements

Under Rule 15a-6(a)(3), Canadian EMDs can partner with registered U.S. broker-dealers to facilitate transactions. This arrangement requires the U.S. broker-dealer to oversee compliance and supervisory functions, ensuring all activities adhere to SEC regulations.

Chaperoning Requirements

When engaging in solicitation or offering securities to U.S. institutional investors, Canadian EMDs need to be chaperoned by a U.S. broker-dealer.

Compliance and Regulatory Considerations

Record-Keeping Requirements

Canadian EMDs must maintain detailed records of transactions involving U.S. clients. This includes documentation of communications, trade confirmations, and compliance with regulatory requirements.

Anti-Money Laundering (AML) Compliance

Adhering to AML regulations is critical. Canadian EMDs should implement robust AML policies and procedures, ensuring they align with both Canadian and U.S. standards.

Reporting Obligations

Understanding and fulfilling reporting obligations under SEC Rule 15a-6 is essential. This includes timely submission of required documentation and regular updates to both Canadian and U.S. regulatory bodies.

Practical Tips for Canadian EMDs

Building Effective Intermediary Relationships

Select a reliable U.S. broker-dealer partner with a strong compliance track record. Regularly review and update partnership agreements to reflect current regulatory requirements and ensure mutual understanding of responsibilities.

Ensuring Smooth Operations

Stay informed about changes in both Canadian and U.S. regulations. Engage in continuous compliance training for your team and conduct regular internal audits to identify and address potential issues proactively.

Introducing Marco Polo Exchange’s Passport: Your 15a-6 Compliance Tech Solution

Marco Polo Exchange provides 15a-6 chaperoning services through its cutting-edge reg tech platform, Passport. Passport allows Canadian EMDs to track their marketing activities to the U.S. buyside and provides comprehensive summary and management dashboard information about their business operations. MPX is able to provide chaperoning services on Passport through their US broker dealer affiliate, Marco Polo Securities, Inc.

Benefits of Using Passport:

• Real-Time Tracking: Monitor all U.S. marketing activities in real-time.
• Compliance Management: Ensure all interactions comply with SEC Rule 15a-6 requirements.
• Data Insights: Access detailed summary information and management dashboards for better business oversight.


SEC Rule 15a-6 offers opportunities for Canadian EMDs to engage with U.S. investors even if they do not have a registered U.S. broker-dealer license. By understanding the rule’s provisions, maintaining stringent compliance, and leveraging strategic partnerships, Canadian EMDs can expand their market presence while safeguarding their operations.

MPX offers a technology solution with embedded licenses to facilitate accessing US buy-side accounts via its Passport™ platform. Passport supports and facilitates Canadian Exempt Market Dealers’ marketing and compliance challenges, so that your sales team can focus on closing business.

For more information and personalized guidance, contact Marco Polo Exchange. Our team of experts is ready to help you navigate SEC Rule 15a-6 and achieve your cross-border business goals. With our Passport platform, you can ensure compliance, manage your marketing activities efficiently, and gain valuable insights into your business operations. By optimizing your understanding and application of SEC Rule 15a-6, you can confidently expand into the U.S. market and enhance your business growth.