Continuous disclosure obligations
A Canadian reporting issuer must give investors timely, accurate, and complete financial and business information on an ongoing basis. National Instrument 51-102 Continuous Disclosure Obligations sets those ongoing public filing requirements. A reporting issuer is an entity that has distributed securities to the public and is registered on SEDAR+, the System for Electronic Document Analysis and Retrieval maintained by the Canadian Securities Administrators.
Annual disclosure package
A reporting issuer must file an annual disclosure package within 90 days of its fiscal year end. The package comprises three documents.
Annual financial statements — Audited financial statements prepared in accordance with the applicable accounting standards (IFRS for most publicly distributed entities under NI 52-107) for the completed fiscal year, with comparative figures for the prior year. The statements are accompanied by the auditor's report. Annual financial statements must be sent to all registered securityholders who have requested copies.
Annual information form (AIF) — A disclosure document under NI 51-102 Part 6 that provides a detailed description of the issuer: its business and operations, risk factors, capital structure, directors and officers, legal proceedings, and material contracts. The AIF is analogous to the United States Form 10-K. Filing an AIF is mandatory only for a non-venture issuer; a venture issuer is not required to file one, though it may do so voluntarily — for example, to become AIF-eligible for short-form prospectus purposes.
Annual management's discussion and analysis (Annual MD&A) — Management's narrative analysis of the issuer's financial condition and results of operations for the annual period, including discussion of material changes in financial position, liquidity, capital resources, and off-balance-sheet arrangements. The annual MD&A must also address fourth-quarter and annual changes that have not been the subject of quarterly MD&A disclosure.
Interim disclosure
For each of the first three fiscal quarters, a reporting issuer must file within 45 days of the quarter end:
- Interim financial statements — Unaudited financial statements for the quarter and year-to-date period, with comparative figures for the prior-year period.
- Interim MD&A — Narrative analysis of the quarterly period results.
The interim package does not include an AIF equivalent.
Material change reports
Beyond the scheduled annual and interim packages, a reporting issuer must promptly disclose any material change in its business, operations, or affairs. Disclosure runs in two steps: a press release immediately upon determination, then a Form 51-102F3 report on SEDAR+ within 10 days. Material change reporting sets out the definition, the two-step sequence, and the Part 7 filing mechanics in full.
SEDAR+ filing
All continuous disclosure documents are filed electronically through SEDAR+. Filed documents are publicly accessible on SEDAR+ at no cost on the day of filing, providing all market participants simultaneous access to material information.
See also
- Regulatory Posture — the regulatory framework applicable to reporting issuers
- Financial reporting — the financial statements component of the continuous disclosure package