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Companies that are reporting issuers in Ontario must regularly make certain information about their activities and financial status available to the public. This page highlights some of the main types of continuous disclosure for companies in Ontario other than investment funds, which have their own set of ongoing disclosure requirements.

Additionally, insiders are required to file regular reports with the Ontario Securities Commission (OSC). Learn more about insider reporting requirements.

Types of continuous disclosure required in Ontario

Ongoing fees

All companies in Ontario that are required to make continuous disclosure filings must pay an annual participation fee. These fees are outlined in Part 2 and Appendix A of OSC Rule 13-502 Fees. Companies may also be subject to late fees, which are set out in Appendix D of OSC Rule 13-502.

Exemptions for foreign issuers

Foreign companies that are reporting issuers in Canada may be eligible for relief from certain continuous disclosure requirements on the condition that they comply with the continuous disclosure requirements of the SEC or a designated foreign jurisdiction. National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers (NI 71-102) identifies two main types of foreign issuers that may be exempt from disclosure in Ontario:

  • SEC foreign issuers, who are incorporated outside of Canada and registered with the Securities and Exchange Commission (SEC) and meet certain additional criteria (outlined in NI 71-102)
  • designated foreign issuers, who are incorporated outside of Canada and are regulated by one of 15 specified jurisdictions and have no more than 10% of its outstanding equity securities held by Canadian residents

Companies incorporated in the United States may also be eligible for relief from certain continuous disclosure requirements under National Instrument 71-101 The Multi Jurisdictional Disclosure System.

Venture issuers

The disclosure requirements for venture issuers differ from those of other issuers. The most significant difference is that venture issuers have longer filing deadlines, as outlined above. In addition, a venture issuer is not required to file an annual information form, and can file a basic certificate under NI 52-109.

NI 51-102 defines a venture issuer.

Continuous disclosure reviews

OSC staff conduct ongoing reviews of the disclosure documents filed by reporting issuers. A reporting issuer may be selected for a full, issue-oriented, or targeted review. The responsibility to ensure compliance with applicable securities legislation, policies, and practices rests with a company and its advisors. All companies may be subject to reviews and have a duty to remain compliant, regardless of whether or not they are selected for a review.

OSC Staff Notice 51-703 Implementation of Reporting Issuer Continuous Review Program, Corporate Finance Branch provides information on the types of reviews that a company can expect the OSC to undertake.

Pursuant to section 20.1(3) of Ontario’s Securities Act, information and documents obtained pursuant to a continuous disclosure review will be exempt from disclosure under the Freedom of Information and Protection of Privacy Act if the Commission determines that the information and documents should be maintained in confidence.

Continuous Disclosure Review (CDR) Program

The CSA published CSA Staff Notice 51-312 (Revised) Harmonized Continuous Disclosure Review Program to provide an overview of our CDR program. Below we have highlighted some of the key features of our program. Under Canadian securities law, a reporting issuer must provide timely and periodic continuous disclosure  about its business and affairs. Continuous disclosure  includes periodic filings as well as other event-driven disclosures:

Periodic FilingsEvent-Driven filingsOther
  • interim and annual financial statements
  • MD&As
  • certificates of annual and interim filings
  • management information circulars
  • AIFs
  • technical reports
  • material change reports
  • news releases
  • business acquisition reports
  • early warning reports
  • website disclosure
  • investor presentations
  • social media

A) Objectives of the CDR program

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This is a diagram describing the objectives of the CDR program, which includes compliance and issuer education and outreach.

 
The goal of the CDR program is to improve the completeness, quality and timeliness of continuous disclosure  provided by reporting issuers. This program assesses compliance with continuous disclosure requirements through a review of a reporting issuer’s filed documents, its website and social media. This review function is critical to facilitating fair and efficient markets, investor protection, and informed investment decision making and trading. Disclosure about a reporting issuer and its business is important not only when a reporting issuer first enters the market, but also on an ongoing basis; for example, many reporting issuers raise funds through short form prospectuses which incorporate continuous disclosure documents by reference.

B) Types of  continuous disclosure reviews

In general, we conduct either a full review or an issue-oriented review of a reporting issuer’s  continuous disclosure. 
 

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This diagram provides the differentiations between Full Review and IOR

 
In planning full reviews, we draw on our knowledge of reporting issuers and the industries in which they operate and use risk-based criteria to identify reporting issuers with a higher risk of deficient disclosure. The criteria are designed to identify reporting issuers whose disclosure is likely to be materially improved or brought into compliance with securities law or accounting standards as a result of our intervention. Our risk-based assessment incorporates both qualitative and quantitative factors that we review regularly to keep current with our evolving capital markets.1 We also monitor new or novel and high growth areas of financing activity when developing our review program and consider any complaints received regarding the Reporting Issuer. 

Issue-oriented reviews are generally focused on a specific accounting, legal or regulatory issue, an emerging issue or industry or to assess compliance with a new or amended rule that recently came into force. 

Conducting continuous disclosure reviews helps us to

  • monitor compliance with continuous disclosure requirements by reporting issuers,
  • communicate OSC interpretations and expectations on specific requirements, and identify areas of concern,
  • address specific areas where there is heightened risk of investor harm,
  • identify common deficiencies,
  • provide industry-specific or topic-specific disclosure guidance that may assist preparers in complying with regulatory requirements, and
  • assess compliance with new accounting standards and new or amended rules.

 

1 A full review generally includes a review of the Issuer’s most recent annual and interim financial statements and MD&As, AIF, annual reports, information circulars, news releases, material change reports, website, social media disclosure, investor presentations, and SEDI filings.

 

C) Tips for reporting issuers that are selected for a continuous disclosure review

Below are tips on what to do if you receive a comment letter from the OSC in connection with a continuous disclosure  review:

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Tips on what to do if you receive a comment letter from the OSC in connection with a continuous disclosure  review

 

Timing

For more information on the OSC’s service standard timing to complete full continuous disclosure reviews, see the OSC Service Commitment.

Continuous Disclosure for Non-Reporting Issuers

Non-reporting issuers distributing securities in Ontario pursuant to prospectus exemptions will be subject to certain continuous disclosure obligations. Some of the more common issues regarding continuous disclosure obligations for non-reporting issuers are outlined below.

Annual Financial Statements for Non-reporting Issuers

OSC staff would like to remind non-reporting issuers that as a result of relying on s.2.9 (the Offering Memorandum exemption) of National Instrument 45-106 Prospectus Exemptions (NI 45-106), Issuers are subject to ongoing obligations., Generally, pursuant to subsection 2.9(17.5) of NI 45-106, an sisuer must, within 120 days after the end of each of its financial years, deliver annual financial statements to the securities regulatory authority. The financial statements must be accompanied by a notice disclosing the issuer's use of the proceeds raised under the exemption in accordance with Form 45-106F6.

Both annual financial statements and notices of use of proceeds must be filed via SEDAR+ using the Exempt Market Offerings filing category under the appropriate filing sub-types:

  • Annual financial statements for non-reporting issuers
  • Notice of use of proceeds

Late document fees may apply in accordance with Appendix G of OSC Rule 13-502 Fees.