SEC Rule 15a-6 for CIRO Members: How MPX Passport Streamlines Compliance

Navigating cross-border financial activities presents a challenge when it comes to regulatory compliance. For members of the Canadian Investment Regulatory Organization (CIRO), understanding SEC Rule 15a-6 is essential to engaging U.S. clients efficiently and securely. This blog post explores the key provisions of SEC Rule 15a-6, its implications for Canadian financial institutions, and how MPX Passport simplifies compliance, helping you overcome regulatory hurdles and expand your business into U.S. markets.

What is SEC Rule 15a-6?

SEC Rule 15a-6, established by the U.S. Securities and Exchange Commission (SEC), outlines the conditions under which foreign broker-dealers can engage with U.S. clients. This rule facilitates cross-border transactions while ensuring investor protection and market integrity. Under SEC Rule 15a-6, non-U.S. broker-dealers can interact with U.S. institutional investors without registering as U.S. broker-dealers, provided they work through a licensed U.S. broker-dealer chaperone.

Marco Polo Exchange, through its broker-dealer affiliate Marco Polo Securities, Inc., offers tech-enabled compliance solutions that align with SEC Rule 15a-6, simplifying cross-border transactions and ensuring regulatory compliance.

Here are some of the Key Provisions of SEC Rule 15a-6 for CIRO members to be aware of:

1. Interaction with Major U.S. Institutional Investors:

Foreign financial institutions (FFIs) can conduct business with major U.S. institutional investors (AUM > $100 million) and certain other institutional investors (AUM > $10 million) through a registered U.S. broker-dealer chaperone like Marco Polo Securities Inc., the broker-dealer affiliate of Marco Polo Exchange.

2. Chaperoned Transactions:

Foreign broker-dealers can solicit and conduct securities transactions with U.S. investors if chaperoned by a registered U.S. broker-dealer like Marco Polo Securities, Inc., the broker-dealer affiliate of Marco Polo Exchange. The U.S. broker-dealer must participate in the transaction and take responsibility for the compliance of the foreign broker-dealer's activities.

3. Research Reports:

Foreign broker-dealers can provide research reports to U.S. institutional investors through a registered U.S. broker-dealer, adhering to SEC content and distribution requirements.

4. Principal Trades with U.S. Investors:

Foreign broker-dealers may engage in principal trades with U.S. investors if the trades are effected through a registered U.S. broker-dealer chaperone and the U.S. broker-dealer takes responsibility for the trade and ensures compliance with U.S. regulations.

5. Record-Keeping and Reporting:

Foreign broker-dealers must maintain and provide access to transaction records to ensure compliance with U.S. regulatory standards.

Challenges Faced by CIRO Members in Complying with SEC Rule 15a-6

CIRO members face several challenges in complying with SEC Rule 15a-6 when engaging with U.S. institutional investors:

  1. Regulatory Complexity:

CIRO members must comply with both Canadian and U.S. regulations, which can be complex and sometimes conflicting. Regulatory requirements frequently change, necessitating continuous monitoring and updates to compliance practices. Marco Polo Securities, Inc., the broker-dealer affiliate of MPX, works with all of their chaperoned clients to ensure that they are in compliance with US regulations.

  1. Operational Hurdles:

Ensuring that compliance systems and processes align with both Canadian and U.S. requirements can be technically demanding. MPX Passport streamlines the compliance process.

  1. Enhanced Due Diligence and Supervision:

Thorough Due Diligence: CIRO members must conduct comprehensive due diligence to ensure compliance with SEC Rule 15a-6, which requires significant time and effort.

  1. Increased Supervision:

Continuous supervision and oversight of cross-border transactions are necessary to ensure ongoing compliance, adding to the operational burden. CIRO members must be prepared for regulatory audits and inspections, requiring meticulous documentation and record-keeping practices. MPX Passport allows for easy uploading of documents to ensure FFIs remain in compliance with US regulations.

Navigating U.S. Markets Made Easy for Foreign Financial Institutions with MPX Passport

MPX Passport is Marco Polo Exchange's proprietary Reg-Tech platform designed to streamline the process for foreign financial institutions (FFIs) to access U.S. capital markets through SEC Rule 15a-6, offered through Marco Polo Securities, Inc., the broker-dealer affiliate of MPX. Built on industry-leading technology, MPX Passport integrates regulatory compliance, workflow management, and distribution capabilities into a single, user-friendly portal. This innovative tool enables FFIs to meet cross-border compliance obligations efficiently, without the need for a U.S. broker-dealer license.

Key Features of MPX Passport for SEC Rule 15a-6

Regulatory Compliance: Ensure full compliance with SEC Rule 15a-6 through a comprehensive suite of tools designed to meet U.S. securities laws, offered through MPX’s US broker-dealer affiliate, Marco Polo Securities, Inc.

Workflow Management: Manage all aspects of your business operations, including deal placements, trading blotters, research reports, and client interactions, in one centralized platform.

Distribution Capabilities: Seamlessly distribute your investment products to U.S. institutional investors through a compliant and efficient electronic environment.

Advanced Analytics: Gain insights into your market performance and client relationships with customizable dashboard tools and detailed reporting features.

Efficient and Compliant Access to U.S. Markets through MPX Passport

CIRO members face significant challenges in navigating the complex regulatory landscape of the U.S. capital markets. MPX Passport offers a solution that simplifies compliance with SEC Rule 15a-6, enabling CIRO members to focus on expanding their business without the administrative and financial burden of obtaining a U.S. broker-dealer license.

Benefits MPX Passport for CIRO Members

Faster Time to Market: MPX Passport accelerates the process of entering the U.S. market by providing a streamlined, compliant pathway for cross-border transactions.

Maintained Brand Identity: Continue to build and promote your brand in the U.S. market while leveraging the regulatory framework provided by MPX Passport.

Full Transparency: Benefit from full visibility into your compliance status and business operations with real-time reporting and monitoring tools.

Key Functionalities of MPX Passport:

Self-Registration: Easily create an account and company profile, upload onboarding documents, and execute agreements through a simple online process.

Product and Activity Registration: Use data-driven technology tools to efficiently register your products and activities, ensuring ongoing compliance with regulatory requirements.

Customized Solutions for CIRO Members:

In addition to MPX Passport, Marco Polo Securities, Inc., the broker-dealer affiliate of MPX, offers the opportunity for CIRO members to employ a dedicated sales team based in the U.S. to enhance real-time interaction with U.S.-domiciled institutions, backed by comprehensive HR, compliance, and IT support.


Navigating SEC Rule 15a-6 compliance is critical for CIRO members looking to engage with U.S. institutional investors. MPX Passport provides an efficient, automated solution that simplifies the compliance process, mitigates risks, and enhances operational efficiency, through MPX’s US broker-dealer affiliate, Marco Polo Securities, Inc. By partnering with MPX, CIRO members can focus on their core business activities while confidently navigating the U.S. regulatory landscape.