Canada: New Ontario Securities Commission Rule Will Make The Electronic Filing Of Certain Documents Mandatory Starting In 2014

Last Updated: November 14 2013
Article by David Surat and Michael Taylor

Most Read Contributor in Canada, September 2016

The Ontario Securities Commission (the Commission) recently announced that it will be implementing a new rule that will make electronic filing mandatory for a number of regulatory documents that are currently filed with the Commission in paper format, including Form 45-106F1 Report of Exempt Distribution and Form 31-103F1 Calculation of Excess Working Capital.

OSC Rule 11-501 Electronic Delivery of Documents to the Ontario Securities Commission (the Rule) [available here] comes into force on February 19, 2014 and will apply to regulatory documents required to be filed with or delivered to the Commission after that date, subject to certain carve outs as described below. This approach raises obvious challenges, chief among them the potential for increased burdens for market participants in Ontario, particularly considering that other provincial regulators, such as the British Columbia have their own electronic systems for certain documents and others may follow. We commented on the proposed rule in July 2013 and urged the Commission to work with its fellow securities regulators to adopt a harmonized platform for electronic filing. While the Commission acknowledged that the transition from existing paper filing processes to electronic filing may result in additional burden for some market participants, it explained that such impact is proportionate to the benefits it seeks, including streaming the filing process for market participants in the long-term. The Commission also noted in response to our comments that it will work closely with the other provincial and territorial regulators to develop harmonized web-based forms as part of a Canadian Securities Administrator's (CSA) initiative to replace the core CSA national electronic filing systems.

Currently, market participants in Ontario – issuers of securities, mutual funds and registrants – are faced with a variety of methods when filing or delivering documents to the Commission. Certain documents are to be filed electronically through the System for Electronic Document Analysis and Retrieval (SEDAR), the System for Electronic Disclosure by Insiders (SEDI) or the National Registration Database (NRD), while others are to be filed or delivered to the Commission in paper format (typically as a PDF email attachment or by courier).

The Rule will require a variety of documents that are currently filed in paper format to be filed electronically, in accordance with instructions found on the Commission's website at While this web-page is currently under construction, the Commission expects that it will be ready and available for use on a voluntary basis by January 10, 2014. Filing and delivery will, for many documents, be accomplished by the entry of data into required fields on online web-based forms. An example of such a form is the electronic Form 45-106F1 Report of Exempt Distribution that is currently available for use on a voluntary basis [available here]

Documents covered by the Rule include:

  • Form 13-502F4 Capital Markets Participation Fee Calculation
  • Form 21-101F3 Quarterly Report of Marketplace Activities
  • Form 24-101F1 Registered Firm Exception Report of DAP/RAP Trade Reporting and Matching
  • Form 31-103F1 Calculation of Excess Working Capital
  • Form 45-106F1 Report of Exempt Distribution (Form 45-106F1);
  • Notices pursuant to sections 11.9 and 11.10 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, and
  • Applications for exemptive relief or regulatory approval (other than those filed through SEDAR and NRD).

The Rule will not apply to documents already filed electronically through SEDAR, SEDI or NRD, documents submitted under the Commission Rules of Procedure, or documents submitted in connection with enforcement investigations, compliance reviews or continuous disclosure reviews.

The Commission's adoption of the Rule is, in many ways, one step forward but two steps back. While the Commission's approach of moving towards the electronic filing and delivery of documents is positive, the lack of coordination with other CSA members is troubling. As we noted in our comment letter, the use of online web-based forms that only apply in Ontario is of particular concern. Such a requirement could increase the burden on market participants by requiring them to complete multiple versions of the same form for different Canadian jurisdictions. For example, the time to file reports of exempt distribution on Form 45-106F1 would be greatly magnified if filers were required to use different online systems, and potentially provide different information, in different Canadian jurisdictions.

The Commission has responded to such concerns by adding the ability to save the "in progress" electronic Form 45-106F1. The electronic Form 45-106F1 has also been modified so that it can be printed in a format substantially similar to its paper version counterpart. The Commission has also initiated discussions with the other CSA jurisdictions (except British Columbia, which generally requires its own report of exempt distribution) to determine whether they will accept a print-out of the completed electronic Form 45-106F1 to be filed in lieu of the paper form. The Commission expects to provide further guidance before the date electronic filing becomes mandatory.

Although the Commission has stated it will work closely with the CSA to develop harmonized web-based forms as part of CSA's larger initiative to replace the CSA's national filing systems, the adoption of the Rule appears to be continuing the trend of different regulators taking different approaches to the collection of information. It will be particularly unfortunate if the Commission uses the new electronic filing system to require additional Ontario-only disclosure over time. Given the Commission's explanation that the Rule will enhance the Commission's ability to collect, use and organize the information provided in the various regulatory documents, we consider this is an issue that must be watched carefully.

About BLG

The content of this article is intended to provide a general guide to the subject matter. Specialist 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.