On June 25, 2026, the Canadian Securities Administrators (CSA) published in final form amendments to National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) and National Instrument 54-101 Communication With Beneficial Owners of Securities of a Reporting Issuer and changes to related companion policies (collectively, the Final Amendments). The Final Amendments will implement an access model (Access Model) for annual financial statements, interim financial reports and related management’s discussion and analysis (MD&A) of non-investment fund reporting issuers (collectively, CD documents).
The Access Model provides alternative voluntary procedures whereby issuers may provide electronic access to CD documents instead of following the delivery requirements currently found in securities legislation. Provided all necessary ministerial approvals are obtained, the Final Amendments will come into force on September 22, 2026.
Background to the Final Amendments
On January 9, 2020, the CSA published CSA Consultation Paper 51-405 Consideration of an Access Equals Delivery Model for Non-Investment Fund Reporting Issuers to provide a forum for discussion on the appropriateness of implementing an access equals delivery model in the Canadian market.
On April 7, 2022, the CSA published for comment proposed amendments to implement an access model for prospectuses generally and for CD documents of non-investment fund reporting issuers (collectively, the Initial Proposals). Following the comment period, on January 11, 2024, the CSA published final amendments to implement an access model for prospectuses only, which came into force on April 16, 2024. See our January 2024 Blakes Bulletin: CSA Finalizes Amendments to Implement Access Model for Prospectuses of Non-Investment Fund Reporting Issuers.
On November 19, 2024, the CSA republished for a second comment period proposed amendments and changes to implement an access model for CD documents of non-investment fund reporting issuers (the Proposed Amendments), reflecting material changes to the Initial Proposals aimed at addressing investor protection concerns, including potential negative effects on retail investors. See our November 2024 Blakes Bulletin: CSA Proposes Access Model for Continuous Disclosure Documents of Non-Investment Fund Reporting Issuers.
The CSA has now published the Final Amendments, which incorporate certain changes in response to comments received on the Proposed Amendments during the second comment period. Below, we provide a summary of the Access Model and highlight key differences between the Proposed Amendments and the Final Amendments.
Summary of the Access Model
The Access Model provides alternative procedures whereby issuers may provide electronic access to CD documents instead of following the delivery requirements currently found in securities legislation.
Under the Access Model, electronic access to a CD document has been provided if:
- The issuer has filed the document on SEDAR+
- Not more than one calendar day after the filing of such document, the issuer has issued and filed a news release on SEDAR+ that states in the title that such document is accessible through SEDAR+ and contains the prescribed Electronic Access Disclosure (as defined below)
- If the issuer has a website, not more than two calendar days after the filing of such document, the issuer has posted such document on its website or has posted a hyperlink on its website that leads directly to such document filed on SEDAR+
In addition, issuers using the Access Model are required to provide certain prescribed disclosure (the Electronic Access Disclosure) informing investors: (1) how to access the issuer’s CD documents electronically, (2) of the availability of the SEDAR+ notification functionality, (3) how to obtain an electronic or paper copy of a CD document, and (4) that standing instructions to receive CD documents electronically or by mail will continue to be followed. The Electronic Access Disclosure must be substantially similar to the language prescribed by the Final Amendments and must be made:
- In a news release at least 25 calendar days before first using the Access Model
- Annually, in (i) the issuer’s proxy-related materials, (ii) the issuer’s notice under the notice-and-access model, or (iii) a separate document sent with the materials referenced in (i) and (ii)
- If an issuer has a website, on such website in the same location where the issuer posts its CD documents or a hyperlink that leads directly to the CD documents filed on SEDAR+
The use of the Access Model is voluntary. The Access Model applies only to annual financial statements, interim financial reports and related MD&A and does not extend to documents that require immediate shareholder action, such as proxy-related materials, or takeover bid or issuer bid circulars. The notice-and-access model for access to issuers’ proxy-related materials continues to apply unchanged, other than the option to include the Electronic Access Disclosure in such materials.
Key Differences Between the Proposed Amendments and the Final Amendments
The Final Amendments reflect certain changes from the Proposed Amendments, including the following:
- Electronic access disclosure. The Final Amendments require issuers to include an annual reminder about the Access Model with proxy-related materials delivered to investors (whether in existing proxy-related materials, a notice under the notice-and-access model, or a separate document). This approach provides greater flexibility than the Proposed Amendments, which required the filing of a separate document.
- Timing of news release issuance and filing. The Final Amendments allow issuers to issue and file the required news release not more than one calendar day after filing the applicable CD documents, providing more flexibility than the Proposed Amendments, which required the news release to be issued and filed on the same day as the CD documents.
- Issuer’s website. The Final Amendments provide more flexibility by allowing issuers to post CD documents on their website not more than two calendar days after filing on SEDAR+ (compared to the same day requirement under the Proposed Amendments) and also by allowing issuers to comply with this requirement by posting a direct hyperlink to the CD documents filed on SEDAR+.
- Ceasing to provide electronic access. The Final Amendments do not contain any requirement for issuers to notify the market about ceasing to use the Access Model, which was a requirement included in the Proposed Amendments.
- News releases. The Final Amendments add guidance clarifying that the Access Model does not require a stand-alone news release. An issuer may choose to combine the disclosure required under the Final Amendments along with other information disclosed in a news release, such as an earnings release issued alongside the filing of the applicable financial statements.
- Certain financial statements. The Final Amendments allow an issuer to use the Access Model to provide electronic access to the financial statements required under section 4.10 [Reverse Takeovers] and section 4.7 [Filing of Financial Statements After Becoming a Reporting Issuer] of NI 51-102.
Looking Ahead
The Final Amendments come into force on September 22, 2026, subject to obtaining all necessary ministerial approvals.
The CSA has indicated that it does not intend, at this time, to extend the Access Model to proxy-related materials or takeover bid and issuer bid circulars, though it has acknowledged that further consultation on this topic may be warranted in the future. The CSA also continues to separately consider proposals for broader continuous disclosure reforms, including the streamlining of annual and interim disclosure requirements for reporting issuers.
Issuers considering whether to adopt the Access Model should plan ahead, as issuers 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 that exist under applicable corporate statutes or their constating documents.
For further information, please contact the authors or any other member of our Capital Markets group.
