CSA Proposes Semi-Annual Reporting Pilot Project for Smaller Venture Issuers

A small selection of public companies in Canada may soon be able to “opt-out” of disclosing financial results on a quarterly basis in favour of a new semi-annual reporting framework. On October 23, 2025, the Canadian Securities Administrators (CSA) opened a 60-day comment period for a proposed multi-year pilot program (SAR Pilot) that, if implemented, would temporarily allow eligible venture issuers to disclose their financial results semi-annually.

The SAR Pilot tests a potential policy shift in Canada, away from the current requirement to report financial results quarterly. The CSA intends to use the results of the SAR Pilot to inform its broader rule-making project related to the permanent adoption of voluntary semi-annual reporting (SAR), with an objective to reduce the administrative burden and costs associated with the preparation of quarterly financial disclosures.

Background

Canadian public companies (reporting issuers) are currently required to publicly file interim financial statements and accompanying management’s discussion and analysis (MD&A) on a quarterly basis. While quarterly reporting provides timely information to investors and intermediaries, critics lament a disproportionate burden on smaller companies with fewer resources, suggesting that the cost to such issuers ultimately exceeds the benefit to investors and the Canadian capital market.

The CSA believes that optional SAR would provide a material benefit for eligible issuers that outweighs the concern of having less timely financial information available.

Substance of the SAR Pilot

The SAR Pilot would temporarily exempt certain venture issuers who voluntarily participate from the requirements under National Instrument 51-102 Continuous Disclosure Obligations to file an interim financial report and related MD&A for each of the three and nine-month interim periods of their financial year.

In addition, issuers participating in the SAR Pilot will consequently be subject to certain alternative disclosure requirements with respect to their remaining six and twelve-month financial periods to reflect their adoption of semi-annual financial reporting.

The exemptions in the SAR Pilot will not apply to financial disclosure required in a short-form prospectus, information circular, take-over bid circular or issuer bid circular.

Eligibility

To be part of the SAR Pilot, issuers must, among other conditions:

Be a “venture issuer,” meaning an issuer that is not a senior-tier issuer on the Canadian Securities Exchange and does not have any of its securities listed or quoted on the Toronto Stock Exchange, Cboe Canada Inc., any marketplace in the United States, or any marketplace outside Canada and the United States other than the Alternative Investment Market of the London Stock Exchange or the AQSE Growth Market operated by Aquis Stock Exchange Limited

• Have “exchange listed securities,” meaning securities listed and posted for trading on TSX Venture Exchange Inc. or CNSX Markets Inc.
• Have revenue of no more than C$10-million, as shown on its most recently filed audited financial statements
• Have been a reporting issuer in Canada for at least 12 months
• Have filed all required periodic and timely continuous disclosure documents
• Have issued and filed a news release on SEDAR+ announcing their adoption of SAR

Issuers will be disqualified from their ability to participate in the SAR Pilot if, among other things, in the 12-month period preceding their adoption of SAR they were subject to, or if during their participation in the SAR Pilot they become subject to, certain penalties, sanctions or cease-trade orders imposed by a court, regulator or securities regulatory authority in Canada.

A reporting issuer that has filed a short-form prospectus is not eligible to participate in the SAR Pilot even if they meet the foregoing criteria.

Next Steps

The CSA intends to initiate the SAR Pilot in 2026 through proposed Coordinated Blanket Order 51-933 Exemptions to Permit Semi-Annual Reporting for Certain Venture Issuers (Blanket Order) and is inviting comment on the Blanket Order for the next 60 days.

The 60-day comment period for the SAR Pilot closes on December 22, 2025.

For more information, please contact the authors or any other member of our Capital Markets group.