CSA Staff Notice 21-332: Crypto Asset Trading Platform PRUs

The notice is not a standalone statute. It describes a change in CSA staff practice and a template-driven undertaking process. A PRU is used during the registration review period and contains commitments about how a platform will operate while its application is pending. The CSA stated that the enhanced PRU was introduced after several crypto platform insolvency events and was intended to address investor protection and level-playing-field concerns for platforms that had not yet completed registration.

The guidance applies mainly to unregistered crypto asset trading platforms, or CTPs, that are operating in Canada and seeking registration and exemptive relief. Some expectations may also be relevant to registered platforms where staff review whether existing registration terms or exemptive relief should change.

Unregistered CTPs continuing to operate in Canada were expected to provide an enhanced PRU within 30 days of publication and implement necessary systems changes within the timeframes set out in the undertaking. A filed PRU does not mean that registration or exemptive relief will be granted, and the CSA’s later public pages show that PRUs may be revised, expire, be withdrawn, or be addressed alongside registration and exemptive-relief decisions.

The enhanced PRU adds more detailed expectations for Canadian client assets. It contemplates client cash, securities, and crypto assets being held separate from the platform’s own property and, in specified cases, in trust or in designated client-benefit accounts. For crypto assets, the notice focuses on acceptable third-party custodians and gives CSA staff a path to obtain information from custodians about Canadian client accounts.

• Client crypto assets should not be pledged, re-hypothecated, or otherwise used by the platform.
• Platforms are expected to show compliance systems and governance controls supporting that restriction.
• The notice also bars margin, credit, or other leverage for any client during the PRU period.

The notice states that CSA staff expect crypto assets that are not offset by corresponding liabilities to receive a 100% reduction for excess working-capital purposes. It also adds regular financial information filing expectations and requires the platform to designate a qualified chief compliance officer with responsibility for policies, monitoring, and direct access to the board or equivalent governing body.

CSA Staff Notice 21-332 uses the term value-referenced crypto assets, or VRCAs, for assets commonly described as stablecoins. The notice states that VRCAs may be securities and/or derivatives depending on the facts and circumstances, and that platforms with a PRU or registration generally should not allow Canadian clients to buy or deposit VRCAs through crypto contracts without prior written CSA consent. It also addresses proprietary tokens issued by a platform or its affiliate.

That VRCA approach was later clarified by CSA Staff Notice 21-333 and CSA updates in 2024. Those later materials are best treated as related guidance rather than as replacements for the broader PRU framework in Staff Notice 21-332.