Karsten Wenzlaff, Advisor
August 26th, 2025
Karsten Wenzlaff is a Crowdfunding and Fintech Expert from Germany. He is Secretary-General of Digit[...]
Quebec Decision Challenges Canada’s Crypto Rules
Crypto Asset Policy | Oct 15, 2025
Image: Freepik AI
Quebec Tribunal Ruling Challenging One-Size-Fits-All Crypto Regulations
In August 2025, Quebec’s Financial Markets Administrative Tribunal issued its decision in AMF v. Gagnon et al. that examined whether tokens linked to a crypto trading signal subscription service were investment contracts under Quebec’s Securities Act or not. The respondents ran an online business that sold memberships through social media and a Telegram group, offering automated buy and sell recommendations for digital currencies such as bitcoin. Investors paid recurring fees to receive trading alerts and access private chat rooms.
See: Canada’s Stablecoin Race Enters Critical Phase
The tribunal found that the respondents misled subscribers and exaggerated claims about profit potential without proper registration. However, it also ruled that the tokens and the trading signals themselves weren't securities. Investors acted independently (i.e., placing their own trades), and there was no pooling of funds or shared enterprise that would meet the legal test for an investment contract in Quebec.
It's an important ruling because it draws a clear line between activities that require securities registration and those that do not. The decision has prompted discussion across Canada about how regulators should evaluate crypto asset business models (subscription required).
Decision Rooted In Economic Reality
The tribunal focused on how the Gagnon business actually worked, not how the business is described or the types of tokens involved. The respondents sold subscriptions to a crypto signal service through social media and Telegram. Members paid recurring fees (usually in crypto) to access automated trading alerts and private discussion groups. The tribunal found that subscribers of the service acted independently because they placed their own trades, used their own accounts, and there was no pooling of funds or shared enterprise.
Because the respondents did not issue tokens, manage capital, or control investor profits, the activity did not meet the legal test for an investment contract. The tribunal said speculation alone does not make a trading service or token a security.
See: How Competition Powers Canada’s Economic Growth
David Durand, Founder Durand Lawyers and NCFA Advisor, was interviewed for the Law360 article on legal classification of crypto assets, who argued that each crypto asset and business model must be assessed on its economic reality, not through one universal rule.
“The fact that securities regulations would have scant effect in protecting users on decentralized networks makes it evident that defining crypto assets as a security would provide ineffective regulatory enforcement in this respect. "[Overreaching securities regulation on the crypto asset regime would] likely create a system where onerous requirements are placed on users of such assets, with an end result of suppressing innovation [in financial technology and financial capital to leave Canada seeking more favourable environments]."
“The important point here is that the tribunal says a crypto asset is not an investment contract. However, when we criticize the act of trading an asset, we are referring to the investment contract in relation to the person and not the object or the very nature of the crypto asset. The implications are that we are moving in the right direction in terms of the fact that crypto assets were not an investment contract.”
Implications Across Canada
Although the decision applies only in Quebec, its reasoning may influence regulators across Canada. The Canadian Securities Administrators have been moving toward coordinated rules for crypto trading platforms, but this ruling highlights the limits of the CSAs current approach when activities vary so widely in design.
The tribunal also said regulators need stronger evidence before using enforcement tools like freezing orders. It ruled that authorities must show clear proof before stopping a business from operating. This could set a new standard for fairness in future crypto cases.
See: Canada to Enforce Cryptoasset Reporting by 2027
For fintech founders, the ruling gives clearer guidance on what falls inside or outside securities law. Businesses that offer decentralized tools, such as trading signal services, software systems, or network platforms are less likely to be treated as securities, if users of those tools remain in control of their own money and avoid profit sharing and collective investment components.
For regulators, the case is a reminder to focus on real misconduct instead of labelling all crypto activity as securities by default.
Comparison with Ripple and MiCA
The Gagnon reasoning parallels the SEC v. Ripple Labs decision in the United States, where a U.S. court drew a line between tokens sold directly by a company and those traded later on the open market. The court said that how and where a token is sold makes a difference. When people buy directly from the issuer based on its efforts, the sale can fall under securities law, but trades between independent buyers and sellers on exchanges may not.
Europe’s Markets in Crypto-Assets (MiCA) regulation offers another useful example. MiCA builds specific legal categories for utility tokens, payment tokens, and asset-referenced tokens, instead of applying one framework to all.
Read: BIS Proposes Scoring Model for Crypto AML
Canada has yet to create a similar set of purpose-based rules, leaving courts and tribunals to fill the gaps through case law.
Strengthens NCFA's Call for a National Framework
The Quebec tribunal ruling strengthens NCFA's call for a coordinated national digital asset framework that distinguishes between token types and activities. Further, Canada can draw from both MiCA’s structured taxonomy and the functional reasoning used in Ripple and Gagnon. NCFA continues to recommend that policymakers should now focus on:
(1) developing a clear national digital asset taxonomy;
(2) designing safe harbours for compliant innovation;
(3) aligning oversight with international best practices and;
(4) concentrating enforcement on fraud and deception rather than classification disputes.
Canada Must Regulate for Growth
The Gagnon ruling challenges Canada’s regulatory system to evolve beyond the one-size-fits-all treatment of crypto assets. The tribunal recognized that each digital asset and business model carries distinct risks and economic activities.
One brush does not fit all. Crypto assets differ in structure, function, and purpose. Regulation must be designed for growth, not just enforcement. As NCFA recently argued in “Regulating for Growth by Understanding Innovation”, good regulation should reward experimentation, promote competition, and provide safe entry points for new entrants, not block innovators out of fear.
If Canada wants to compete in digital finance, it must build laws that reflect how crypto businesses actually work, support new ideas, and focus on misconduct, not label everything a security first.
The National Crowdfunding & Fintech Association (NCFA Canada) is a financial innovation ecosystem that provides education, market intelligence, industry stewardship, networking and funding opportunities and services to thousands of community members and works closely with industry, government, partners and affiliates to create aa vibrant and innovative fintech and funding industry in Canada. Decentralized and distributed, NCFA is engaged with global stakeholders and helps incubate projects and investment in fintech, alternative finance, crowdfunding, peer-to-peer finance, payments, digital assets and tokens, artificial intelligence, blockchain, cryptocurrency, regtech, and insurtech sectors. Join Canada's Fintech & Funding Community today FREE! Or become a contributing member and get perks. For more information, please visit: www.ncfacanada.org
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