Effective May 24th, 2016, the members of the Canadian Securities Administrators (CSA) except for British Columbia and Ontario (participating jurisdictions) will require that exempt market offering and disclosure filings be made on the System for Electronic Document Analysis and Retrieval (SEDAR).
This reflects the adoption of amendments by the CSA of Multilateral CSA Notice of Amendments to National Instrument 13-101 System for Electronic Data Analysis and Retrieval (SEDAR) and Multilateral Instrument 13-102 System Fees for SEDAR and NRD.
The amendments will require that the following documents be filed electronically on SEDAR in the participating jurisdictions:
- Form 45-106F1 Report of Exempt Distribution excluding Schedules Schedules 1 and 2.
- Material to be filed or delivered under s. 2.9 of National Instrument 45-106 Prospectus Exemptions (NI 45-106) including the offering memorandum and any other document, such as financial statements or marketing materials. that may be required in the future to be filed or delivered under section 2.9
- In Saskatchewan, Manitoba, Québec, New Brunswick and Nova Scotia, the offering document and Form 5 Report of Exempt Distribution under the start-up crowdfunding prospectus and registration exemptions.
- Offering documents, distribution materials, annual financial statements, notice of use of proceeds under Multilateral Instrument 45-108 Crowdfunding.
- In Québec, a disclosure document delivered to subscribers is required to be filed under section 37.2 of the Securities Regulation (Québec).
- Financial statements of “mutual funds in the jurisdictions” as defined in National Instrument 81-106 Investment Fund Continuous Disclosure.
Exempt market filings being made electronically in British Columbia and Ontario will either have to make their filings through the BCSC eServices portal in British Columbia or the Electronic Filing in Portal in Ontario. A long-term project is under way to create a single Canadian disclosure filing system.
Exempt market filings can be made on a voluntary basis on SEDAR before May 24th, 2016. Effective May 24th, 2016 a mandatory $25 fee will apply to all exempt market filings made on SEDAR.
The CSA published a notice on April 26, 2016 which sets out a number of frequently asked questions related to these filings:
Multilateral CSA Staff Notice 13-323, Frequently Asked Questions About Making Exempt Market Filings on SEDAR is posted on websites of the participating jurisdictions.
For more information, please call Barbara Hendrickson at BAX Securities Law (416) 601 -1004.
This publication is not intended to constitute legal advice. No one should act on it or refrain from acting on it without consulting with a lawyer. BAX does not warrant or guarantee the accuracy or currency or completeness of the publication. No part of this publication may be reproduced without the prior written permission of BAX Securities Law.
