Canada: National Instrument 55-102 – A New System For Electronic Filing Of Insider Reports

Last Updated: April 28 2003
Article by Linda Pavao


The Canadian Securities Administrators (the "CSA") has announced that the System For Electronic Disclosure by Insiders (referred to as "SEDI"), which was briefly operational in late 2001 but suspended due to technical difficulties, will be launched again on May 5, 2003. SEDI will fundamentally change the manner in which insider reporting is performed in Canada as reports will be filed electronically with one filing and not by telecopy to various securities commissions. Investors will be able to access the data promptly by date, company name, name of insider and class of security. SEDI mandates (subject to certain limited exceptions) that "SEDI issuers" (see definition below) file and disseminate insider reports electronically by way of a software application. Unlike SEDAR, no special software is required for SEDI and insider reports may be filed by anyone over a website accessed through commonly available web browsers

National Instrument 55-102 defines "SEDI issuers" as reporting issuers, other than mutual funds, that are required to file disclosure documents in electronic format through SEDAR. Prior to any insider reports being filed on SEDI, certain information pertaining to the SEDI issuer and insiders of the SEDI issuer must be filed electronically.

In SEDI, any individual wishing to access the system to make a filing must register with CDS, Inc. Individuals will be able to register by accessing and completing the online insider profile registration form. For security purposes, individuals will also be required to sign a paper copy of a registration form and deliver the signed copy to CDS, Inc. by prepaid mail, personal delivery or facsimile for verification.

Please note that any data filed by issuers in SEDI between October 29, 2001 to January 31, 2002 will not be available and as a result, new insider profiles and issuer profile supplements will have to be filed in accordance with the launch dates set out below.

Issuer Profile Supplements

Before May 5, 2003, all SEDI issuers must update their SEDAR profile in order for SEDI to contain current information. For issuers that become SEDI issuers between May 5, 2003 and May 30, 2003, the deadline for creating and updating their SEDAR profile is extended until May 30, 2003.

From May 5, 2003 to May 30, 2003, all SEDI issuers must file an issuer profile supplement through SEDI. Reporting issuers that become SEDI issuers on or after May 30, 2003 have three business days from the date they become a SEDI issuer to file their issuer profile supplement.

The issuer profile supplement will require information about the SEDI issuer’s outstanding securities and the name and contact information for the SEDI issuer. The issuer profile form will be available at the SEDI website. A SEDI issuer must immediately file an amended profile supplement if the information contained in the existing profile supplement changes.

Issuer Event Reports

Starting June 9, 2003 and thereafter within one business day following the occurrence of an "issuer event" every SEDI issuer must file an issuer event report. An "issuer event" is defined as a stock dividend, stock split, consolidation, amalgamation, reorganization, merger or other similar event that affects all holdings of a class of securities of the SEDI issuer in the same manner. Issuer event reports will be displayed on SEDI in order to assist insiders of SEDI issuers to prepare insider reports. SEDI issuers do not have to file an issuer event report for any issuer events that occur before June 9, 2003.

Insider Profiles

Before the first electronic filing of an insider report, an insider profile must be created on SEDI for the individual insider. The insider profile will consist of substantially the same information as is currently contained in the paper form of insider report. An amended insider profile must be filed within ten days if there is a change in the insider’s name, a change in relationship between the insider and the SEDI issuer or if the insider ceases to be an insider of the SEDI issuer. All other factual changes to the insider profile may be filed at the time of submitting the insider’s next insider report filing on SEDI. At the latest, insiders must create their insider profiles a few days before the first electronic filing of an insider report.

Insider Reports

Starting June 9, 2003, insider reports must be filed on SEDI by or on behalf of the insider within 10 days of any trade. Insider reports filed on SEDI will contain substantially the same information as in the current paper form of insider report.

Security Access Keys

SEDI will issue alpha-numeric access keys to insiders and SEDI issuers when insider profiles and issuer profile supplements are created. Any filings of information on SEDI will require the access keys assigned to that insider or SEDI issuer, thereby controlling the information filed by others on behalf of insiders or SEDI issuers. Insiders and SEDI issuers are permitted to provide filing agents (who will not be recorded) with their access keys at any time, thereby remaining in control over those permitted to file on their behalf. Access keys can be changed at any time by insiders and issuers. Insiders making SEDI filings will be required to certify that the information is true and complete. Any agent used to make such SEDI filing will have to make such certification based on his or her best knowledge, information and belief.

We invite you to contact any member of the Goodmans securities team to discuss SEDI and/or the registration process for issuers and insiders with SEDI.

The content of this article does not constitute legal advice and should not be relied on in that way. Specific advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

In association with
Related Video
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Check to state you have read and
agree to our Terms and Conditions

Terms & Conditions and Privacy Statement (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

Use of

You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.

Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

If you do not want us to provide your name and email address you may opt out by clicking here .

If you do not wish to receive any future announcements of products and services offered by Mondaq by clicking here .

Information Collection and Use

We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to with “no disclosure” in the subject heading

Mondaq News Alerts

In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

Log Files

We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests

From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to

Correcting/Updating Personal Information

If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to

Notification of Changes

If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

How to contact Mondaq

You can contact us with comments or queries at

If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at and we will use commercially reasonable efforts to determine and correct the problem promptly.