When a Post Becomes Advice: Finfluencer Guidance, the General Advice Exemption, and the Obligations of Registered Firms

Canadian regulators have now said, in relatively direct terms, what many compliance professionals have understood for some time: if a finfluencer is being used to move investors toward a product, service, or registrant, the analysis is no longer about “marketing” in the abstract. It is about whether the activity is, in substance, advising, trading, or a referral arrangement under Canadian securities law.

On December 11, 2025, the Canadian Securities Administrators (“CSA”) and the Canadian Investment Regulatory Organization (“CIRO”) published Joint Staff Notice 31-369 Guidance on the Application of Securities Legislation to Finfluencer Activity (the “Notice”). The Notice does not create new law, but its significance lies in its clarity.  The choice of delivery channel does not change whether securities laws can apply; the same principles apply regardless of platform. Whether investment content appears through TikTok, Instagram, YouTube, podcasts, newsletters, or more traditional broadcast media, the same question applies — does the activity, viewed in context, amount to advising or trading in securities for a business purpose?

For registered firms, that question has significant operational consequences. The Notice sharpens the boundary between the general advice exemption in section 8.25 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (“NI 31-103”) and the referral arrangement requirements in Part 13, Division 3 of NI 31-103. Where compensation, solicitation or audience targeting is present, those factors will weigh against the activity qualifying as general advice and should be carefully evaluated in the business‑purpose analysis.

The old issue in a new medium

The regulatory issue is not new. Canadian securities law has long distinguished between impersonal commentary addressed to the public and activity that is sufficiently commercial, specific, or compensated to amount to advising as a business. The Notice simply applies that longstanding framework to a communications environment in which online personalities can influence investor behaviour at scale and with very little friction.

That framing is consistent with Re Costello (OSC, 2003), which is a key pre‑NI 31‑103 case illustrating the limits of general advice and the importance of conflict disclosure. Costello was a mass-market financial commentator who recommended specific securities through seminars, newsletters, and radio. The OSC concluded, based on the totality of the evidence, that he was engaged in the business of advising and had failed to make full and conspicuous disclosure of conflicts, including paid promotional content. The case matters because it confirms that broad audience reach does not preserve the exemption, and that compensation tied to promotion can be independently problematic. Although decided before NI 31‑103, Re Costello illustrates the type of conduct that, under today’s framework, will not fit within the general advice exemption.

The parallel to the modern finfluencer is obvious. The core business‑purpose and general‑vs‑tailored advice tests remain the same, though they now operate within the modern NI 31‑103 framework.

Section 8.25 and its limits

Section 8.25 provides a limited exemption from registration where advice is not tailored to the needs of the recipient; the exemption does not apply to activity that itself involves trading or that is an act in furtherance of a trade. That concept has been part of Canadian securities regulation for decades and is grounded in the distinction between general publication-based commentary and the individualized advisory relationship that registration rules are meant to regulate.

The Companion Policy reinforces the point. Advice becomes specific when it is tailored to the needs and circumstances of a client or prospective client, while broadly disseminated commentary through newsletters, websites, email, chat rooms, television, or radio may still qualify as untailored advice. The exemption is not, however, a broad safe harbour. If the surrounding facts show solicitation, commercial intermediation, or conduct that resembles a registrant’s activity, regulators may conclude that the person is engaged in registerable activity despite the mass-market format.

The Notice adds three practical clarifications. First, disclaimers do not determine the legal analysis; saying “this is not advice” does not prevent conduct from being advice in substance. Second, regulators will examine familiar business-purpose indicators, including repetition, continuity, remuneration, intermediation, and direct solicitation. Third, where a finfluencer is compensated in a way that is tied to introducing or referring clients to a registrant’s services, the arrangement will often fall within the referral framework rather than remaining solely within section 8.25.

Disclosure remains central. A person relying on section 8.25 who has a financial or other interest in a security mentioned in the communication must disclose that interest at the time the advice is given. The Notice emphasizes that disclosure must be clear, conspicuous, and specific; vague statements that the speaker “may” have an interest are not sufficient, and disclosure should ordinarily appear at the beginning of the communication in a format that is hard to miss.  As a matter of best practice, firms may wish to disclose the securities industry experience, credentials and education background of any finfluencers they work with.

Referral arrangements and registrant risk

For registrants, the most consequential part of the Notice may be its treatment of paid finfluencer engagements as possible referral arrangements. NI 31-103 defines a referral arrangement broadly as an arrangement in which a registrant provides or receives a referral fee, and the concept of “referral fee” extends beyond conventional cash compensation to benefits provided for the referral of a client.

That matters because the referral arrangement framework imposes obligations on the registered firm itself. Under section 13.8, the terms must be documented in writing, referral fees must be recorded, and prescribed disclosure must be provided to the client in writing, including details of referral payments, before an account is opened or services are delivered. Section 13.9 separately requires the registrant to take reasonable steps to ensure the referral party is qualified to perform the services for which the client is being referred and, where relevant, registered.  A registered firm or individual also has an obligation to satisfy itself that the referral arrangement is in the client’s best interest and consistent with securities law.

Obviously, the referral framework does not permit the receiving firm to outsource its own know-your-client or suitability analysis. The receiving registrant must conduct its own independent assessment. That point is critical in finfluencer arrangements, where marketing activity can slide toward personalized engagement, audience segmentation, or quasi-intake behaviour. Referral documentation does not cure unregistered advising; it only governs an arrangement that is otherwise lawful.

This can create a recurring problem for unregistered finfluencers. If compensated content remains genuinely untailored and includes adequate disclosure, section 8.25 may still be available. But if the finfluencer is answering investor-specific questions, targeting identifiable investor cohorts with promotional content, or otherwise doing more than broad commentary, the exemption becomes fragile.

Implications for registered firms

For registered firms that rely on relationship-based marketing, issuer promotion, and informal referral channels, the risks are real as all of those can migrate easily onto social media. The result is not simply a communications issue; it is a convergence of registration, referral arrangement, conflict management, supervision, and know-your-client obligations.

At a minimum, registered firms should assess five issues.

• Is the finfluencer registered, and if not, is there a documented basis for concluding the content remains within section 8.25?

• If compensation is being paid, has the firm treated the arrangement as a referral arrangement and satisfied section 13.8?

• Is the firm independently completing KYC and suitability for referred clients rather than relying on the referring party’s interactions?

• Has the firm identified and addressed the conflicts created by incentivized promotion, particularly where higher-risk or illiquid exempt products are involved?

• Has the firm extended its supervision framework to cover representatives’ personal social media use and issuer-driven marketing campaigns connected to the same distribution?

The Notice makes clear that issuers may face responsibility for misstatements by finfluencers they engage, and registrants may face scrutiny for statements made on their behalf or for deficient supervision of referral and promotional activity.

Practical steps to take now

The practical response is conceptually straightforward but operationally involved. Existing finfluencer or social-media arrangements should be inventoried and reviewed against the referral arrangement rules, not just marketing policy. Where an unregistered content creator is involved, firms should document why section 8.25 is thought to apply and test that conclusion against the actual commercial structure of the relationship, not the labels used in the contract or post.

Policies and procedures should be updated to address who may engage finfluencers, what approvals are required, how disclosure is reviewed, how ongoing content is monitored, and how the firm will evidence its KYC, suitability, and conflict-management controls for referred clients. Training should also make clear that social-media communication is not a separate compliance universe: the same securities law analysis follows the content into the platform.

The Notice acknowledges that the boundary between ‘general’ and ‘tailored’ is fact‑specific and must be assessed case by case. But for most registrants, that uncertainty does not support a permissive approach. Where a finfluencer relationship is paid, repeat, promotional, or designed to direct investors toward a registrant or issuer, the safer assumption is that the arrangement belongs inside a documented and supervised compliance framework from the outset.  And in some cases, firms will want to reconsider their relationship with certain finfluencers altogether.

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About the Authors

Michael Holder (B.A. Western, LL.B. Windsor, MBA, Western) is the Managing Partner of North Star Legal, bringing more than 20 years of wealth management, legal, and compliance experience in Canada’s financial services sector. Having acted as Associate General Counsel and Chief Compliance Officer of Wealthsimple, Senior Legal Counsel at BMO Financial Group and a partner of one of Canada’s largest firms, Michael combines his practice and advisory work with teaching Fintech and Disruption of Banking at Ivey Business School.

Read Michael’s full bio here.

Martha Rafuse (B.A. Western, LL.B. Osgoode, LL.M London School of Economics), Counsel at North Star Legal, brings more than two decades of securities regulatory experience across the financial industry, private practice, and government.  Before joining North Star Legal, Martha led large compliance teams for both Canadian and U.S. firms, including RBC Phillips, Hager & North Investment Counsel Inc., and RBC Dominion Securities Inc. (Retail).  As Legal Counsel at the Ontario Securities Commission, Martha developed legal solutions for novel regulatory issues and led significant policy initiatives.

Read Martha’s full bio here.