Canada: Changes To The Venture Issuer Regime Effective June 30, 2015

In order to streamline the continuous disclosure obligations of venture issuers, the Canadian Securities Administrators ("CSA") are implementing amendments to the national instruments and companion policies listed below, that will come into force across Canada on June 30, 2015, subject to necessary provincial ministerial approvals. 

The amendments are intended to improve the quality of information available to investors while reducing the regulatory and disclosure burden on venture issuers. The instruments that have been amended include:

  • National Instrument 51-102, Continuous Disclosure Obligations ("NI 51-102"), and its Companion Policy 51-102CP ("51-102CP").
  • National Instrument 41-101, General Prospectus Requirements ("NI 41-101"), and its Companion Policy 41-101CP ("41-101CP").
  • National Instrument 52-110, Audit Committees ("NI 52-110") (collectively, the "Amendments").

Canadian venture issuers are issuers that are reporting issuers in a province or territory of Canada that are not listed on the Toronto Stock Exchange or certain other U.S. marketplaces or marketplaces outside Canada and the U.S. and generally include any non-listed reporting issuers or reporting issuers listed the TSX Venture Exchange ("TSXV") and the Canadian Securities Exchange. 

Reduced Obligations for Continuous Disclosure

The key amendments to continuous disclosure obligations applicable to venture issuers are as follows: 

  • Management Discussion and Analysis ("MD&A") of interim financial statements. Venture issuers will be permitted to file an interim MD&A in a "quarterly highlight" format. This format would include a short discussion of all material information about the issuer's operations, liquidity and capital resources, including an analysis of the issuer's financial condition, and such other requirements in accordance with an amended Form 51-102F1. The option to provide quarterly highlights will apply in respect of issuers' financial years beginning on or after July 1, 2015. 

  • The CSA indicates that quarterly highlights will likely satisfy the needs of investors in smaller venture issuers. However, venture issuers with "significant revenue" will want to consider continuing to use the full interim MD&A to assist their investors in making informed investment decisions. The "significance" threshold of a venture issuer's revenue is not defined by the new amendments, so this determination will remain open to the issuer's interpretation and issuers are encouraged to consider their investor's needs in deciding whether to provide quarterly highlights or full MD&A.

  • Executive Compensation. The amendments introduce a new Form 51-102F6V for venture issuers, which will reduce the number of executives for which reporting is required and the reporting period. Under the amendments, only the compensation of the CEO, CFO and next highest paid executive officer will be required to be disclosed by venture issuers, and only for a period of two years. Form 51-102FV6 also introduces thresholds for the disclosure of perquisites received by executive officers and directors, based on their level of salary. 
  • Under section 9.3.1 of the amended NI 51-102, filing of executive compensation disclosure by venture issuers will be required within 180 days after the issuer's financial year end, even if the venture issuer has not filed a management information circular. Non-venture issuers must file their executive compensation disclosure within 140 days after the issuer's financial year end. The new filing deadline for venture issuers will apply in respect of financial years beginning on or after July 1, 2015.

  • Business Acquisition Reporting ("BARs"). Following the amendments, venture issuers will only be required to file a BAR if they acquire a business or group of related businesses in which their consolidated share, investment or advances are more than 100 per cent of the value of the consolidated assets of the venture issuer prior to the acquisition. This represents a modification of the thresholds found in the existing significant asset and investment tests, which have been increased from 40 per cent to 100 per cent by the amendments. The requirement that BARs filed by venture issuers contain pro forma financial statements will also be eliminated.

Audit Committee Composition Requirements

The audit committee composition requirements adopted with the amendments to NI 52-110, impose more stringent requirements on venture issuers. As a result of the changes, the audit committee of venture issuers will be required to have at least three members, the majority of whom are not executive officers, employees or control persons of the issuer or any affiliate of the issuer. The new audit composition requirements will apply in respect of financial years beginning on or after January 1, 2016. These amendments are consistent with the existing TSXV requirements for audit committees composition, so this change will not be as onerous for TSXV listed issuers. 

There are a number of time limited exceptions to this rule to allow issuers to temporarily fill vacancies caused by events which are outside the control of a member of the committee, or vacancies which occur due to the death, disability or resignation of a member. 

Reduced Obligations for IPO Prospectus Disclosure

For the purposes of an initial public offering by an issuer that will become a venture issuer, issuers will only be required to disclose audited financial statements for the previous two completed financial years instead of the existing three year requirement for all issuers. Additionally, certain disclosure mandated in prospectuses for public offerings by venture issuers will also be scaled back as a result of the above rule changes (i.e., reduced interim MD&A and executive compensation disclosure). 

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.

Eric MacRae
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.