Regulations for Crypto license in Canada

Money Service Business (MSB) is regulated by Financial Transactions and Reports Analysis and Analysis Centre (FINTRAC) , which is Canada’s Financial Intelligence Unit (FIU), Anti-Money Laundering (AML) and Anti-Terrorist Financing (CFT) supervision authority. Financial service providers must comply to Canadian laws to assist the government in identifying and fighting criminal activities, including money laundering.

The regulations governing the Money Services Business (MSB) license in Canada are designed to maintain the integrity of the financial system, prevent money laundering, and combat terrorist financing. Here are the key regulatory requirements and processes involved in obtaining and maintaining an MSB license in Canada as of 2024:

Regulatory Body

Regulatory Body

The Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) is the primary regulatory body responsible for overseeing MSBs in Canada. FINTRAC ensures compliance with the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (PCMLTFA).

Licensing Requirements

Licensing Requirements

1. Registration with FINTRAC

All MSBs must register with FINTRAC before commencing operations. This registration must be renewed every two years.

2. Types of Services Covered

  • Foreign exchange dealing;
  • Money transferring;
  • Issuing or redeeming money orders, traveler’s cheques, or other similar negotiable instruments;
  • Dealing in virtual currencies

3. Compliance Program

  • Compliance Officer: Designate an individual responsible for the implementation and oversight of the compliance program.
  • Policies and Procedures: Develop and implement written compliance policies and procedures tailored to the company’s risk profile.
  • Risk Assessment: Conduct a thorough risk assessment to identify and mitigate risks related to money laundering and terrorist financing.
  • Training Program: Implement an ongoing training program for employees to ensure they understand and comply with the regulations.
  • Effectiveness Review: Conduct regular reviews of the compliance program to ensure its effectiveness.

4. Record Keeping and Reporting

  • Transaction Records: Maintain records of all transactions, including client information and transaction details, for at least five years.
  • Reporting Obligations: Report suspicious transactions, large cash transactions (over CAD 10,000), and electronic funds transfers (EFTs) of CAD 10,000 or more to FINTRAC.
  • Virtual Currency Reporting: Report transactions involving virtual currencies that meet specific thresholds to FINTRAC.

5. Client Identification and Verification

  • Know Your Customer (KYC): Implement robust KYC procedures to verify the identity of clients and beneficial owners.
  • Enhanced Due Diligence (EDD): Apply EDD measures for higher-risk clients and transactions, including those involving politically exposed persons (PEPs).

6. Third-Party Reliance and Agents

If relying on third parties or agents for certain compliance functions, ensure they are properly vetted and that agreements are in place outlining their responsibilities.

Ongoing Compliance

Ongoing Compliance

  • Regulatory Reporting: Submit periodic reports to FINTRAC, including annual compliance reports and any other required filings.
  • Audits and Inspections: Be prepared for FINTRAC audits and inspections to ensure ongoing compliance with regulatory requirements.
  • Penalties for Non-Compliance: Be aware that non-compliance can result in significant penalties, including fines and criminal charges.
Recent Developments

Recent Developments

In 2024, there have been updates to regulations reflecting the evolving landscape of financial services, especially regarding virtual currencies and technological advancements. Businesses must stay informed about these changes to ensure continuous compliance.

In summary, navigating the regulations for obtaining and maintaining an MSB license in Canada requires a comprehensive understanding of the legal framework established by FINTRAC. By adhering to these regulations, MSBs can effectively mitigate risks and contribute to the integrity of Canada’s financial system, while leveraging the opportunities presented by the dynamic financial services sector.

With Money Service Business license in Canada you can provide following services

Financial serviceDescription of service
Foreign exchange dealing
  • Conducting transactions where you exchange one type of currency for another. For example exchanging EUR to USD.
Remitting or transferring funds
  • Remitting or transmitting from one person or entity to another using an electronic funds transfer network or any other method. This includes remitting or transmitting funds (as instructed by your clients) carried out by means of a credit/debit card if the beneficiary has an agreement with the payment service provider that permits payment by that means for the provision of goods and services.
Issuing or redeeming money orders, traveler’s cheques or anything similar
  • Your business issues or redeems money orders, travelers’ cheques or other similar negotiable instruments. This does not include cashing cheques made out to a particular person or entity.
Dealing with virtual currency (cryptocurrency)
  • This includes both virtual currency exchange and virtual currency transfer services.
Crowdfunding platform services
  • Provision and maintenance a crowdfunding platform for use by other persons or entities to raise funds or virtual currency.

Types of MSB licensing in Canada

Exists two types of financial and cryptocurrency licenses:

  1. Money Service Business (MSB)
  2. Foreign Money Service Business (FMSB)

which must comply with Proceeds of Crime (Money Laundering) Act and Terrorist Financing Regulations (PCMLTFA) Act. Difference between two are that MSB license in Canada provides financial and cryptocurrency services internationally and within the country, while FMSB license in Canada for foreign financial or crypto licensed companies which aim is to provide financial and cryptocurrency services potentially from outside of Canada only on Canada’s market.

MSB – Your business is Money Service Business if following criteria applicable:

Offering one or more of the following services:

  • Foreign exchange dealing;
  • Remitting or transmitting funds;
  • Issuing or redeeming money orders, traveler’s cheques
  • Dealing with virtual currency
  • Crowdfunding platform services

Place of business in Canada:

  • Incorporated in Canada
  • Physical location in Canada
  • Employees, agents or branches in Canada

FMSB – Your business is Foreign Money Service Business if ALL following criteria applicable:

  1. You are engaged in the business of providing at least one money services business (MSB) service;
  2. You do not have a place of business in Canada;
  3. You direct your MSB services at persons or entities in Canada
  4. You provide these services to clients in Canada
  5. Crowdfunding platform services

Overview of requirements to obtain MSB license in Canada

  • Legal entity registered in Canada or Fintech licensed foreign legal entity
  • Company must be registered with FINTRAC
  • Physical office located in Canada for MSB registration with FINTRAC
  • Dedicated and experienced local Canadian Compliance officer
  • Share capital not indicated (recommended 10,000 CAD)
  • Translated and notarized non-criminal record for shareholder and director
  • All necessary measures to comply with AML policies

Estimated time frames

Gathering documents

1-3 days

Company formation

up to 1 week

Pre-application process and analyses

2-3 weeks

MSB license obtainment from FINTRAC*

2-4 weeks

*The timeline also depends on the workload of FINTRAC and any clarifications and queries that FINTRAC may request in relation to the application.

Legal services for obtaining MSB license in Canada

Basic Package

12,800 USD initial set up

  • Legal support with Fintech expert
  • Company name verification and reservation (NUANS)
  • LTD Company registration with Ontario Business Register
  • Due-diligence for shareholder and key members
  • Registered address for 1 year
  • Assistance with share capital registration
  • Corporate documents
  • Pre-registration with FINTRAC
  • Applying for MSB license
  • Communication with regulator authority FINTRAC
  • Assistance with employment of Compliance officer

Registration of the MSB licensed company under the minimum regulatory requirements

Additional services on request

  • Physical office space rental, including rental agreement
  • Provision of dedicated local compliance officer
  • Provision of local director with financial background
  • Individual business plan
  • AML/KYC Policy
  • Assistance with opening corporate bank account for high-risk
  • Accounting services
  • Apostilled corporate documents
  • Introduction to confirmed software provider
  • Legal support

Ready-Made solution

available on request

  • Registered company
  • Legal address for 1 year
  • No debts, no liabilities – clean company
  • Active license
  • Corporate documents
  • Assistance with transfer of ownership

Edgar Mironov

Head of FinTech Projects

Detailed Requirements for MSB licensing in Canada

To obtain a Money Services Business (MSB) license in Canada, businesses must fulfill several regulatory requirements, provide necessary documentation, and comply with specific standards set by the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC). Below is an in-depth overview of these requirements and the associated processes:

List of required documents

  1. AML/KYC/CFT Policy
    • Anti-Money Laundering (AML): Develop a comprehensive AML policy outlining procedures to detect and prevent money laundering activities.
    • Know Your Customer (KYC): Implement robust KYC procedures to verify clients’ identities, assess the risk of illegal activities, and maintain accurate records.
    • Countering the Financing of Terrorism (CFT): Establish measures to identify and report any activities that might support terrorism financing.
    • Documentation: Policies should include steps for customer due diligence, ongoing monitoring, record-keeping, and reporting suspicious transactions to FINTRAC.
  2. Application Form: Complete the application form provided by FINTRAC, including:
    • Nature of Business: Describe the primary and secondary activities of the business.
    • Operational Scope: Explain how and where the business activities will be conducted.
    • Submit the form along with all supporting documents to FINTRAC.
  3. Memorandum and Articles of Association (MAA)
    • Purpose: This legal document, prepared during the incorporation of the company, serves as the company’s charter.
    • Contents: It outlines the company’s objectives, structure, and regulations governing its internal affairs.
  4. Minute Book: The Minute Book includes:
    • Minutes from shareholders’ and directors’ meetings.
    • Articles of Incorporation.
    • Bylaws and amendments.
    • Resolutions passed by directors and shareholders.
    • Annual reports and other significant corporate documents.

Business premises requirements

  • Physical Office: FINTRAC requires MSBs to have a physical office in Canada.
  • Office Options: Companies not planning to use a traditional office space have simplified options such as virtual offices or shared spaces. Consulting with experts like Legalaes can provide more tailored solutions to minimize the costs of the project.

Share Capital and Government Fees

  • Minimum Share Capital: There is no set for minimum share capital, however based on our experience we would recommend to register at least 10,000 CAD, to indicate our serious intention during application process. (funds can be used for company purposes).
  • Government Fees: The costs associated with provincial incorporation vary based on the specific province or territory in which you choose to incorporate, our suggested provinces Ontario or Alberta government fee 300 CAD and 275 CAD respectively. FINTRAC does not charge registration fees, therefore no additional charges to register MSB license in Canada.

Personnel Requirements

  • Compliance Officer
    • Role: Appoint a certified and dedicated Compliance Officer with relevant background or experience in the financial field.
    • Registration: The Compliance Officer must be registered within the company’s structure.
  • Director: Although there is no compulsory requirement to have a local director, having one is crucial for opening a local Canadian bank account. The director should have relevant experience and education in the financial sector.

Additional Compliance Considerations

  • Risk Assessment: Conduct and document a thorough risk assessment tailored to the business’s specific operations and customer base.
  • Employee Training: Develop and implement a training program for all employees to ensure they understand AML/KYC/CFT policies and procedures.
  • Audit and Review: Establish regular audits and reviews of the compliance program to ensure its effectiveness and adherence to regulatory changes.

In summary, obtaining an MSB license in Canada involves a detailed process with specific documentation and compliance requirements. By preparing comprehensive AML/KYC/CFT policies, ensuring all necessary documents are in order, and fulfilling personnel and physical office requirements, businesses can navigate the regulatory landscape effectively. Consulting with legal and financial experts can further streamline the application process and ensure full compliance with FINTRAC regulations.

Roadmap of obtaining MSB license in Canada

Obtaining a Money Services Business (MSB) license in Canada involves several stages, each requiring careful attention to detail and compliance with regulatory requirements set forth by the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC).

For more detailed road map of the project and commercial offer – get in touch with our Forex professional.

Edgar Mironov

Head of FinTech Projects

1

Gathering documentation and initial project analyses

The first step focuses on meticulous initial project analyses and the gathering of necessary documentation for all company stakeholders. This includes understanding the Proceeds of Crime (Money Laundering) and Terrorist Financing Act as it pertains to MSBs in Canada. The preparation of essential documents, such as agreements and compliance manuals tailored to meet specific Canadian regulations, is crucial for organizing a comprehensive application package for submission.

2

Registering LTD business in Canada

This phase involves registering a limited (LTD) company in Canada. Clients must provide 1-3 preferred company names for verification and reservation. The business nature and model are described, and upon the signing of the application, the company is formally registered. Share capital is determined and registered accordingly.

3

Registration with FINTRAC

This stage involves the provision of a registered address and the rental agreement to comply with MSB licensing requirements. A local Compliance Officer is appointed and registered within the company structure. A custom, comprehensive compliance program that includes AML (Anti-Money Laundering), KYC (Know Your Customer), and CFT (Counter-Financing of Terrorism) policies is prepared. This program also includes employee training on these obligations. Necessary documentation is prepared for submission to FINTRAC, followed by the registration process.

4

Provincial Registration

The company must register locally, particularly if operating in specific provinces like Ontario, with the Ontario Business Registry or other relevant provincial bodies. Local requirements are checked, as some provinces may have additional requirements or licensing needs for MSBs.

5

Corporate bank account opening

Based on an analysis of the company’s business activities, the most suitable local banks or EMIs (Electronic Money Institutions) are suggested. Preparation of necessary documentation from both customer and company sides is carried out, potentially including additional documents required by banks. Preparation for an online interview with the bank manager is also undertaken, where our team assists the client in responding to inquiries.

6

Implement Operational Requirements

Business processes are established, including systems for record-keeping, client identification, and transaction tracking to ensure compliance with the established compliance plan. Regular monitoring of transactions for suspicious activities is conducted, with mandatory reporting to FINTRAC. A periodic risk assessment associated with business operations is carried out to update compliance measures as necessary.

7

Operational launch

Operations begin within the Canadian regulatory framework. Clients are kept updated on changes in legislation or regulations affecting MSBs. Participation in industry groups or associations is encouraged to share best practices and stay informed on compliance issues. Continuous support is provided to enhance the business, with additional services such as local accounting services, agreements, terms and conditions, policies, additional bank accounts, legal opinions, and support being available.

Detailed Time Frames to Obtain a MSB License in Canada

Obtaining a Money Services Business (MSB) license in Canada involves several steps, each with its own estimated time frame. The overall process duration can vary depending on the complexity of the business, completeness of the application, and response times from the regulatory authorities. Here’s a breakdown of the typical steps and their estimated time frames:

Step-by-Step Process and Estimated Time Frames

1. Preparation and Documentation

Time Frame: 1-2 weeks

2. Submission of Application to FINTRAC

Time Frame: 1-2 weeks

Online Registration: Once all documentation is ready, the business can submit the application online through FINTRAC’s registration system. This submission process itself is relatively quick, usually taking about one to two weeks to complete and ensure all required information is correctly submitted.

3. Review by FINTRAC

Time Frame: 2-4 weeks

4. Approval and Issuance of License

Time Frame: 2 days

Total Estimated Time Frame

Overall, the process of obtaining an MSB license in Canada can take anywhere from 2 to 3 months, depending on various factors including the complexity of the business, the completeness and accuracy of the application, and the responsiveness of both the applicant and FINTRAC.

Factors Influencing Time Frames

While the typical time frame for obtaining an MSB license in Canada ranges from 2 to 3 months, businesses can expedite the process by ensuring their application is thorough, complete, and promptly responding to any follow-up requests from FINTRAC. Proper preparation and understanding of the regulatory requirements can help streamline the application process and minimize delays.

Advantages of the MSB license in Canada

A Money Service Business (MSB) license in Canada offers numerous benefits that are essential for companies in the financial and crypto industry. Here are some significant advantages:

In a nutshell, obtaining an MSB license in Canada offers numerous advantages, from enhancing credibility and market access to fostering customer trust and operational efficiency. These benefits position licensed MSBs for sustainable growth and success in the competitive financial services industry.

Links for legislation related to MSB business in Canada

FINTRAC serves as Canada’s financial intelligence unit, tasked with detecting and preventing money laundering and terrorism financing. It collects and analyzes financial transaction reports from regulated entities, including MSBs, to ensure compliance and safeguard the financial system.

This act sets the legal framework for combating money laundering and terrorist financing in Canada. It mandates MSBs to implement robust compliance programs, perform due diligence, and report suspicious transactions to help prevent financial crimes.

This registry is essential for business operating in Ontario, providing a platform for business registration, filing, and compliance. It ensures that all business entities, including MSBs, adhere to provincial regulations and maintain transparency in their operations.

The CRA is responsible for the administration of tax laws for the Government of Canada and for most provinces and territories. MSBs must comply with tax regulations, including reporting their earnings and paying taxes, as part of their operational requirements.

Canada MSB license regulatory body

These descriptions provide a quick overview of each act’s main purpose and its role in the regulatory landscape for obtaining MSB license in Canada.

Taxation of MSB Companies in Canada

The taxation of Money Services Business (MSB) companies in Canada involves several key considerations and obligations under federal and provincial tax laws. These businesses must navigate a complex tax landscape to ensure compliance and optimize their tax positions. Here are the primary aspects of taxation for MSB companies in Canada:

Federal Corporate Income Tax

Federal Corporate Income Tax

  1. Corporate Income Tax Rate: MSB companies are subject to federal corporate income tax on their worldwide income. As of 2024, the general corporate income tax rate is 15%.
  2. Small Business Deduction: If the MSB qualifies as a Canadian-controlled private corporation (CCPC), it may be eligible for the small business deduction, which reduces the federal tax rate on the first CAD 500,000 of active business income to 9%.
  3. Taxable Income Calculation: Taxable income is calculated by deducting allowable business expenses from gross income. MSBs must accurately track revenue from services such as currency exchange, money transfers, and virtual currency transactions, along with all related expenses.
Provincial and Territorial Taxes

Provincial and Territorial Taxes

  1. Provincial Corporate Tax Rates: In addition to federal taxes, MSBs are subject to provincial or territorial corporate income taxes, which vary by region. Rates typically range from 11.5% to 16%, depending on the province or territory. Ontario General corporate income tax rate – 11.5%
  2. Harmonized Sales Tax (HST) and Goods and Services Tax (GST):
    • MSBs must collect and remit GST or HST on taxable supplies of goods and services. The standard GST rate is 5%, with HST rates varying by province (e.g., 13% in Ontario, 15% in Nova Scotia).
    • Certain financial services, such as money transfers, may be exempt from GST/HST, but it’s crucial for MSBs to determine the tax status of each service offered.
Tax Reporting and Compliance

Tax Reporting and Compliance

  1. Corporate Tax Returns: MSBs must file annual corporate income tax returns (T2) with the Canada Revenue Agency (CRA). Returns are due six months after the end of the fiscal year.
  2. GST/HST Returns: MSBs must file periodic GST/HST returns, typically on a quarterly or annual basis, depending on their revenue level.
  3. Record Keeping: MSBs are required to maintain comprehensive records of all transactions, including income, expenses, and tax remittances, for at least six years. Accurate record-keeping is essential for tax reporting and in the event of a CRA audit.
Specific Considerations for Virtual Currencies

Specific Considerations for Virtual Currencies

  1. Revenue Recognition: MSBs dealing in virtual currencies must recognize revenue based on the fair market value of the currency at the time of the transaction. This can add complexity to accounting and tax reporting.
  2. Capital Gains and Losses: Transactions involving the sale or exchange of virtual currencies may result in capital gains or losses, which need to be reported on corporate tax returns.
Deductible Expenses

Deductible Expenses

  1. Operating Expenses: Typical deductible expenses for MSBs include rent, salaries, utilities, marketing, and technology costs.
  2. Compliance Costs: Expenses related to regulatory compliance, such as fees paid to FINTRAC, legal fees, and costs of implementing compliance programs, are also deductible.
Tax Planning Strategies

Tax Planning Strategies

  • Income Splitting: MSBs structured as CCPCs can use income splitting strategies, such as paying dividends to family members in lower tax brackets, to reduce overall tax liability.
  • Deferral of Taxes: CCPCs can benefit from deferring taxes on income by retaining earnings within the corporation, which may be taxed at a lower rate compared to personal income tax rates.
  • Tax Credits and Incentives: MSBs may be eligible for various federal and provincial tax credits and incentives, such as the Scientific Research and Experimental Development (SR&ED) tax credit, for eligible research and development activities.

Taxation of MSB companies in Canada requires careful consideration of federal and provincial tax laws, compliance with reporting obligations, and strategic tax planning. By understanding the tax implications and leveraging available deductions and credits, MSBs can effectively manage their tax burdens and ensure compliance with the Canada Revenue Agency’s requirements.

FAQ about MSB license in Canada

1. What are the compliance requirements for an MSB?

MSBs must develop and implement a compliance program that includes policies and procedures for risk assessment, client identification, record-keeping, and reporting of suspicious transactions and large cash transactions to FINTRAC.

2. How often do I need to renew my MSB registration?

MSB registration with FINTRAC does not need to be renewed, but any changes in your business details, activities, or compliance framework must be reported to FINTRAC within 30 days of the change.

3. What happens if I fail to comply with MSB regulations?

Non-compliance can result in significant penalties, including fines and administrative monetary penalties. Severe or repeated non-compliance could lead to criminal charges or the revocation of your MSB registration.

4. Do MSB regulations differ by province in Canada?

While FINTRAC provides federal regulations, some provinces may have additional requirements or regulations for MSBs, especially in terms of business registration and tax obligations. It’s essential to check with provincial authorities where your business operates.

5. Can foreign businesses register as MSBs in Canada?

Yes, foreign businesses can register as MSBs if they are conducting business in Canada. They must comply with all the same regulations as Canadian-based MSBs and they must have already foreign Fintech license, including appointing a Canadian agent or representative if necessary.

6. How do I handle changes in my MSB business?

You must report any significant changes, such as change in control or business activities, to FINTRAC within 30 days. This helps ensure your registration information remains accurate and up-to-date.

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