CSA Implements Access Model for Continuous Disclosure Documents
On June 25, 2026, the Canadian Securities Administrators published amendments to National Instrument 51-102 - Continuous Disclosure Obligations and National Instrument 54-101 Communication With Beneficial Owners of Securities of a Reporting Issuer, along with changes to related companion policies. The amendments implement a voluntary access model for annual financial statements, interim financial reports, and related MD&A of non-investment fund reporting issuers. Provided all necessary ministerial approvals are obtained, the amendments will come into force on September 22, 2026.
Under the Access Model, electronic access is considered to have been provided if: (1) the issuer has filed the document on SEDAR+; (2) not more than one calendar day after filing, the issuer has issued and filed a news release on SEDAR+ stating in its title that the document is accessible through SEDAR+ and containing prescribed Electronic Access Disclosure; and (3) if the issuer has a website, it has posted the document or a direct hyperlink to it on SEDAR+ within two calendar days of filing.
Issuers using the Access Model must provide prescribed Electronic Access Disclosure informing investors how to access continuous disclosure documents electronically, of the availability of SEDAR+ notification functionality, how to obtain an electronic or paper copy, and that standing instructions to receive documents electronically or by mail will continue to be followed. This disclosure must be made in a news release at least 25 calendar days before first using the Access Model, and annually in proxy-related materials or a separate document sent with those materials.
The Access Model applies only to annual financial statements, interim financial reports, and related MD&A, and does not extend to documents requiring immediate shareholder action, such as proxy-related materials or takeover bid and issuer bid circulars. The CSA has indicated that it does not intend, at this time, to extend the Access Model to those materials, though further consultation on this topic may be warranted in the future.
Issuers considering the Access Model should plan ahead, as they will generally need to issue and file an advance news release at least 25 calendar days before first using the Access Model in respect of either annual or interim financial statements. This advance notice can be combined for both sets of financial statements. Issuers should also be mindful that the Access Model does not override any delivery requirements under applicable corporate statutes or their constating documents.
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Authored by, Sarina Trasolini, Associate