Existing user? Sign in
Share your needs with us, get contacted by law firms.
Free. Takes 2 min.
Funds and asset management law in Chestermere is governed by a mix of federal and provincial rules that apply across Alberta. Whether you are forming or operating a pooled investment vehicle, advising clients on portfolio management, managing private capital, or handling custody of assets, the legal framework combines securities regulation, trust and fiduciary duties, anti-money-laundering requirements, privacy and tax obligations. Many fund managers and advisors serving Chestermere clients operate from nearby Calgary, and they must comply with Alberta statutes and national instruments that set registration, disclosure and compliance standards. The goal of the law is to protect investors, ensure transparency and impose responsibilities on managers and dealers who handle other people s money.
You may need a lawyer if you are starting, buying or selling a fund, structuring investment vehicles, or setting up a management company or trust. Lawyers help prepare offering documents, register the business and apply for any required regulatory registrations such as portfolio manager, investment fund manager or exempt market dealer. Legal advice is essential when relying on prospectus exemptions, drafting private placement memoranda or shareholder agreements, negotiating custody and service agreements, and designing compliance programs for know-your-client and anti-money-laundering rules. Lawyers also represent clients in regulatory inquiries, enforcement proceedings, investor disputes, litigation and transactional matters such as mergers and acquisitions of management companies. Finally, lawyers provide guidance on tax structuring and cross-border issues that can materially affect investor outcomes.
Key legal regimes you need to understand include the provincial Securities Act and regulations in Alberta, plus national instruments that apply across Canada. Registration rules under National Instrument 31-103 set out when firms and individuals must register as investment fund managers, portfolio managers, dealers or advisors and the ongoing obligations expected of registrants. Prospectus exemptions and private placements are governed primarily by National Instrument 45-106. Standards for investment funds such as mutual funds and publicly-offered funds are set out in instruments like National Instrument 81-102, and governance rules for independent review committees and disclosure are also regulated.
Trust and fiduciary duties arise under common law and provincial statutes such as the Trustee Act. These impose duties of loyalty, prudence and disclosure on those managing assets for others. Anti-money-laundering and terrorist financing obligations are enforced through federal rules and reporting to the Financial Transactions and Reports Analysis Centre of Canada - FINTRAC. Privacy of client information is governed by Alberta s Personal Information Protection Act for provincially regulated entities and by federal privacy legislation where applicable.
Tax rules administered by the Canada Revenue Agency affect fund structuring, distributions, and investor reporting. For dispute resolution and enforcement, Alberta courts including the Court of King s Bench handle civil claims, while industry regulators and self-regulatory organizations may investigate and discipline registrants. The Limitations Act in Alberta generally imposes a two-year limitation period for civil claims from the date you discovered the problem, with an ultimate limitation period that will bar many claims after a longer fixed period.
Setting up a fund typically begins with choosing a legal structure - corporation, trust or limited partnership - and drafting governing documents such as a prospectus or offering memorandum, partnership agreement, and management agreement. You must determine if you will be a publicly offered fund or a private/exempt-market fund, and whether you or your firm must register as an investment fund manager or rely on a registration exemption. You will also build a compliance program for KYC, AML, custody, valuation and conflicts management. A lawyer with fund experience can advise on the right vehicle, prepare the required documentation and assist with regulatory filings.
Registration depends on the services you provide, the nature of your clients and where the securities are offered. If you manage pooled funds or provide discretionary portfolio management to clients in Alberta, you will generally need to register as a portfolio manager or as an investment fund manager. Selling securities to the public usually requires dealer registration unless a prospectus or an exemption applies. Registration triggers compliance obligations including proficiency, capital, reporting and client relationship rules.
Prospectus exemptions allow issuers to raise capital without a full prospectus when they meet certain criteria. Common exemptions include accredited investor, family/friends/close business relations, offering memorandum, and private placement to a limited number of investors. Each exemption has eligibility and disclosure requirements. Using an exemption requires careful legal assessment to avoid enforcement risk and to ensure proper investor protections and documentation.
Investor protections include registration requirements for advisors and dealers, mandatory disclosure and suitability obligations, and oversight by provincial securities regulators. If you have a complaint about a registered firm or advisor, you can raise it with the firm, use the firm s internal complaint procedures, contact an industry ombudsman where applicable, or file a complaint with the Alberta Securities Commission. For disputes involving dealer or advisor conduct you may also have access to arbitration or court remedies.
Firms that deal in securities or manage investments must implement AML programs, conduct client identification and verification, report certain transactions and suspicious activities to FINTRAC, and keep prescribed records. AML obligations apply to both new and existing clients and require ongoing monitoring of accounts and transactions. Failure to comply can lead to enforcement action and fines.
Disclosure and management of fees and conflicts are central to fund regulation. Managers must clearly disclose management fees, performance fees, and all material conflicts in offering documents and client agreements. Many funds require independent review committees or independent directors to approve related-party transactions. Legal counsel helps draft transparent disclosure, establish conflict-management procedures and document independent approvals where required.
If a regulator opens an investigation you will typically be asked to preserve documents and provide information. You should engage legal counsel immediately to manage the response, protect privilege where appropriate, and communicate with regulators. Early legal involvement helps with negotiating timelines, protecting client confidentiality, and minimizing potential sanctions or enforcement outcomes.
Tax consequences depend on the fund vehicle and the types of investments. Issues include taxable income vs tax-deferred structures, foreign withholding taxes, characterization of distributions, and investor-specific considerations for registered accounts such as RRSPs and TFSAs. Tax planning is part of fund design and requires coordination between lawyers and tax advisors to optimize after-tax returns and meet reporting obligations.
Ask about the lawyer s experience with fund formation, securities registration, regulatory compliance and enforcement matters. Request examples of similar engagements, inquire about the team that will work on your file, ask how fees are billed and what initial steps they recommend. Also ask about timelines for registration or offering launches, and about their approach to ongoing compliance and risk management.
Costs vary with complexity. Early-stage advice and document drafting for a small private fund may be quoted as a fixed fee or billed hourly. Regulatory applications, complex fund structures, cross-border work or enforcement defence can be significantly more expensive. Discuss fee estimates, retainer amounts and billing arrangements up front. Many firms provide an initial consultation to scope the work and give a cost estimate.
Alberta securities rules and inquiries are handled by the provincial securities regulator. National rules and instruments set standards across provinces and are coordinated by the Canadian Securities Administrators. Self-regulatory bodies oversee firms and exam standards in the investment industry. For financial intelligence and AML reporting refer to the national financial intelligence unit. Tax matters are administered by the national tax authority. For consumer complaints against investment firms, an industry ombudsman provides an independent review process. The provincial law society regulates lawyers and can help verify credentials. Court procedures and limitation periods are governed by Alberta civil procedure and limitation statutes.
If you need legal assistance start by gathering key documents - offering memoranda, fund agreements, investor subscription documents, financial statements, compliance manuals, registration records and any correspondence with regulators or investors. Schedule an initial consultation with a lawyer experienced in funds and asset management. Prepare a short summary of your goals, anticipated fund size or assets under management, types of investors and any cross-border elements.
During the consultation ask about the lawyer s experience, likely legal issues, an action plan, timelines and fee estimate. If you retain counsel, they will typically perform a legal review, advise on the appropriate fund structure and registration steps, prepare or revise offering documents, and help design compliance and risk management programs. If you are facing a dispute or regulatory matter act promptly - preservation of records and timely legal advice are critical.
Finally, keep clear records of all investor communications and decisions, maintain robust KYC and AML procedures, and review your compliance program regularly as the regulatory landscape evolves. Local counsel can work with specialized national advisors where needed to ensure your fund or asset management business meets both Alberta and national requirements.
