Canadian Securities Regulatory Terminology

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---
schema: foundry-doc-v1
title: "Canadian Securities Regulatory Terminology"
slug: canadian-securities-terminology
category: reference
type: topic
content_type: topic
quality: complete
short_description: "Definitions of the primary Canadian securities regulatory terms used throughout the corporate knowledge base: reporting issuer, SEDAR+, AIF, MD&A, MCR, BCSC, OSC, CSA, NI 45-106, and related instruments."
status: active
bcsc_class: public-disclosure-safe
language_protocol: PROSE-TOPIC
last_edited: 2026-06-29
editor: woodfine-editorial
paired_with: canadian-securities-terminology.es.md
---

Canadian securities regulation operates through a cooperative framework of provincial
regulators coordinated by the Canadian Securities Administrators (CSA). The instruments and
terms below are used consistently throughout the corporate knowledge base and reflect the
framework applicable to reporting issuers in Canada.

## Regulators

**Canadian Securities Administrators (CSA)** — The umbrella organisation of provincial and
territorial securities regulators. The CSA coordinates national policy and issues National
Instruments (NIs) and Multilateral Instruments (MIs) that apply across participating
jurisdictions.

**British Columbia Securities Commission (BCSC)** — The provincial regulator for British
Columbia. Reporting issuers with their principal regulator in British Columbia file
primarily with the BCSC, which applies the CSA's National Instruments as adopted in British
Columbia.

**Ontario Securities Commission (OSC)** — The provincial regulator for Ontario. The OSC
is historically the largest Canadian securities regulator by issuer count and market
capitalisation and is the principal regulator for many larger reporting issuers.

## Filing system

**SEDAR+ (System for Electronic Document Analysis and Retrieval Plus)** — The electronic
filing and disclosure system operated by the CSA. All continuous disclosure documents (annual
and interim financial statements, AIF, MD&A, material change reports, prospectuses, and
technical reports) are filed through SEDAR+ and are publicly accessible at no cost on the
day of filing.

## Issuer classifications

**Reporting issuer** — An entity that has distributed securities to the public under a
prospectus or prospectus exemption and is subject to the continuous disclosure obligations
of NI 51-102. Reporting issuer status is determined by the applicable provincial securities
legislation and does not require listing on a stock exchange.

**Non-exchange-issuer reporting issuer** — A reporting issuer whose securities are not
listed on a recognised stock exchange. The continuous disclosure obligations are generally
the same as for listed issuers, but exemptions may be available for certain issuer types.

**Venture issuer** — A reporting issuer listed on a venture exchange (TSX Venture Exchange
or Canadian Securities Exchange) or that would qualify for listing. Venture issuers have
access to certain modified or reduced disclosure requirements in NI 51-102, NI 52-110,
and other instruments.

## Continuous disclosure documents

**Annual information form (AIF)** — A comprehensive description of the issuer's business,
operations, risk factors, capital structure, and governance, filed annually under NI 51-102
Part 6. Analogous to the United States Form 10-K.

**Management's discussion and analysis (MD&A)** — Management's narrative analysis of the
issuer's financial condition and results of operations. Filed annually and quarterly. Required
to address liquidity, capital resources, off-balance-sheet arrangements, and material changes
in financial position.

**Material change report (MCR)** — A Form 51-102F3 filed on SEDAR+ within 10 days of a
press release disclosing a material change in the issuer's business, operations, or capital.

**Technical report** — A disclosure document required under NI 43-101 Standards of
Disclosure for Mineral Projects when a reporting issuer makes a disclosure that triggers the
technical report requirement. Not applicable to real estate issuers.

## Exemptions and instruments

**NI 45-106 Prospectus Exemptions** — The national instrument governing exemptions from
prospectus requirements. The most common exemption for private placements to sophisticated
investors is the accredited investor exemption under section 2.3 of NI 45-106.

**NI 52-107 Acceptable Accounting Principles and Auditing Standards** — Specifies that
domestic reporting issuers (other than those in certain exempt categories) must use IFRS
as issued by the International Accounting Standards Board.

**NI 52-110 Audit Committees** — Establishes the composition, independence, and mandate
requirements for audit committees of reporting issuers.

**NI 51-102 Continuous Disclosure Obligations** — The primary ongoing disclosure instrument;
establishes the annual and interim filing requirements and the material change reporting
obligation.

## See also

- [[continuous-disclosure-obligations]] — the full framework of ongoing disclosure
  requirements under NI 51-102
- [[accredited-investor-eligibility]] — the NI 45-106 accredited investor exemption in detail