Substance Law provides legal and regulatory advisory services to businesses subject to Canada’s Retail Payment Activities Act (RPAA). We assist payment service providers, fintech companies, platforms, and technology businesses with RPAA registration, compliance program design, safeguarding requirements, and enforcement matters.
The RPAA establishes a new federal regulatory framework for payment service providers in Canada and is administered by the Bank of Canada. Businesses captured by the Act face extensive compliance obligations, including safeguarding of end-user funds, operational risk management, reporting, and ongoing regulatory oversight. Our RPAA lawyers help clients meet these obligations efficiently and defensibly.
RPAA Legal and Regulatory Compliance Services
RPAA Applicability & Regulatory Assessment
We help businesses determine whether they are subject to the Retail Payment Activities Act by:
- Assessing whether activities fall within “retail payment activities”
- Reviewing business models, platforms, and payment flows
- Identifying applicable exemptions and exclusions
- Providing written regulatory applicability and risk assessments
Early analysis is critical to avoiding registration failures and enforcement exposure.
RPAA Registration with the Bank of Canada
We assist payment service providers with:
- Preparing and submitting RPAA registration applications
- Structuring required disclosures and representations
- Responding to regulator questions and follow-up requests
- Advising on timing, transitional provisions, and updates
Proper registration is mandatory for businesses captured by the Act.
Safeguarding of Funds Frameworks
We advise extensively on RPAA safeguarding requirements and assist with:
- Drafting Safeguarding of Funds Frameworks
- Designing compliant safeguarding structures
- Advising on segregation and protection of end-user funds
- Aligning safeguarding frameworks with operational realities
- Preparing documentation required for regulatory review
Safeguarding compliance is a core RPAA obligation and a key enforcement focus.
Trust Accounts, Trust Declarations & Trustees
Where safeguarding through trust arrangements is required or advisable, we assist with:
- Structuring and setting up trust accounts
- Drafting trust declarations and trust documentation
- Advising on trustee obligations and governance
- Coordinating and connecting clients with professional trustees
- Ensuring trust arrangements align with RPAA requirements
We work closely with financial institutions and trustees to ensure structures are regulator-ready.
Incident Response & Management Frameworks
The RPAA requires robust operational risk and incident management. We assist with:
- Drafting Incident Response Frameworks
- Developing Incident Management Frameworks
- Defining escalation, notification, and reporting procedures
- Aligning frameworks with RPAA reporting obligations
- Preparing internal documentation and playbooks
Well-designed incident frameworks are critical to compliance and risk mitigation.
RPAA Compliance Programs & Policies
We help businesses design and implement scalable compliance programs, including:
- Governance and accountability structures
- Operational risk management frameworks
- Internal controls and compliance documentation
- Policy drafting and regulator-ready materials
Our focus is on compliance programs that are both practical and defensible.
RPAA Reporting & Ongoing Obligations
We support clients with ongoing RPAA obligations, including:
- Material change reporting
- Incident and operational risk reporting
- Annual and periodic compliance requirements
- Ongoing regulatory advisory support
Ongoing compliance is essential to maintaining registration and avoiding penalties.
RPAA Enforcement, Notices & Penalties
If your business faces regulatory scrutiny, we assist with:
- Notices of non-compliance
- Regulatory inquiries and information requests
- Administrative monetary penalties
- Enforcement risk assessment and response strategy
We act as counsel and point of contact with the regulator.
Transactions, Investments & RPAA Due Diligence
We advise on RPAA issues arising in:
- Mergers and acquisitions
- Investments and financings
- Corporate restructurings
- Changes in control or business activities
RPAA compliance is now a critical issue in fintech and payments transactions.
Businesses We Assist Under the RPAA
We regularly advise:
- Payment service providers (PSPs)
- Fintech companies and payment platforms
- Digital wallets and payment applications
- Marketplaces and SaaS platforms offering payment functionality
- Canadian and foreign companies operating in Canada
Why Choose Substance Law as Your RPAA Lawyer?
- Focused experience with RPAA and Canadian financial regulation
- Practical understanding of payment flows and fintech operations
- Deep experience with safeguarding, trust, and risk frameworks
- Regulator-aware legal advice aligned with Bank of Canada expectations
- Toronto-based firm serving clients across Canada
Work With an RPAA Lawyer in Canada
RPAA compliance is mandatory, complex, and enforcement-driven. Whether you are assessing applicability, registering with the Bank of Canada, drafting safeguarding and incident frameworks, setting up trust structures, or responding to regulatory inquiries, Substance Law provides experienced legal guidance tailored to your business.
Contact us today to speak with an RPAA Lawyer in Canada.
Frequently Asked Questions About the RPAA (Retail Payment Activities Act)
What is the RPAA in Canada?
The RPAA refers to Canada’s Retail Payment Activities Act, a federal framework that regulates payment service providers (PSPs) that perform retail payment activities for end users in Canada. The RPAA is supervised by the Bank of Canada under its retail payments supervision program.
Who needs to comply with the RPAA?
Businesses may need to comply with the RPAA if they are considered a payment service provider (PSP) and perform retail payment activities for end users in Canada. This can include PSPs located outside Canada if they direct retail payment activities at individuals or entities in Canada, subject to specific scope rules and exclusions.
What is a payment service provider (PSP) under the RPAA?
A PSP is generally an individual or entity that performs retail payment activities (payment functions) in relation to electronic funds transfers for end users. Whether a business qualifies as a PSP depends on its activities, structure, and role in the payment flow, and often requires a fact-specific legal analysis.
Do PSPs need to register under the RPAA?
Yes. PSPs that fall within the scope of the RPAA are generally required to register with the Bank of Canada. Registration timing, eligibility to operate, and ongoing obligations depend on the RPAA’s transition rules and the PSP’s compliance posture.
What are the main RPAA compliance requirements?
RPAA compliance focuses on three core areas:
- Operational risk management
- Safeguarding of end-user funds
- Reporting and notification obligations
PSPs are expected to implement governance structures, policies, controls, documentation, and monitoring processes that align with Bank of Canada supervisory expectations.
Frequently Asked Questions about the RPAA
Who needs a safeguarding of funds framework under the RPAA?
PSPs that hold end-user funds at rest are generally required to establish a safeguarding of funds framework. In addition, client funds that are held in trust (or an equivalent amount) must be held in a segregated account. This may involve using:
- A trust account
- An insured account
- A guaranteed account
The appropriate structure depends on how funds flow through the PSP’s business model and the nature of the PSP’s services. Determining whether safeguarding is required — and which method is appropriate — often requires legal and regulatory analysis.
What is an incident response and incident management framework under the RPAA?
PSPs subject to the RPAA are expected to maintain an incident response and incident management framework. This framework addresses how the PSP identifies, assesses, mitigates, records, and reports incidents that could impact the integrity, availability, or security of retail payment activities. It typically includes escalation procedures, internal controls, and reporting obligations to the Bank of Canada.
What happens if a PSP operates without RPAA registration?
Operating without required registration can create significant regulatory and enforcement risk. PSPs should assess whether they are in scope under the RPAA and, if so, take steps toward registration and compliance to reduce exposure to supervisory or enforcement action.
How can a lawyer help with RPAA compliance?
A lawyer can help assess whether your business is in scope, advise on registration strategy, design safeguarding of funds and operational risk frameworks, review contracts and policies, prepare regulatory documentation, and support communications with the Bank of Canada, including during audits or supervisory reviews.
Does the RPAA apply to foreign PSPs serving Canadian users
Yes. The RPAA applies to PSPs located outside Canada if they perform retail payment activities for end users in Canada and direct those activities at individuals or entities in Canada, subject to exclusions and scope limitations.
How much does RPAA legal support cost?
The cost depends on the complexity of the business model and the type of support required, such as scope assessments, registration assistance, safeguarding frameworks, incident response programs, or ongoing advisory services. Many RPAA matters can be scoped on a fixed-fee basis or handled hourly with an estimate provided after an initial review.
