A New Era For Continuous Disclosure: CSA Finalizes Access Model For Non-investment Fund Reporting Issuers

On June 25, 2026, the Canadian Securities Administrators (CSA) published in final form changes that introduce an access model (Access Model) for the 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 gives issuers an alternative to the existing requirement to deliver these documents to securityholders – by making CD Documents available electronically through SEDAR+, provided the conditions described below are met (collectively, the Final Amendments).

Subject to the receipt of all necessary ministerial approvals, the Final Amendments come into force on September 22, 2026.

Background

The Access Model is the second phase of a broader CSA initiative to modernize how reporting issuers make disclosure available to investors. The CSA first canvassed the concept in CSA Consultation Paper 51-405 - Consideration of an Access Equals Delivery Model for Non-Investment Fund Reporting Issuers, published in January 2020, and subsequently proposed an access model for both prospectuses and CD Documents in April 2022.

The CSA implemented an access model for prospectuses in January 2024 (effective April 16, 2024). The CD Documents component proved more contentious, with commenters raising investor-protection concerns. In response, the CSA republished a revised proposal for a second comment period in November 2024. All 15 commenters on that revised proposal expressed general support, and the Final Amendments now bring that work to a close.

How the Access Model works

The Access Model is optional. An issuer may rely on it for its annual CD Documents, its interim CD Documents, or both. An issuer that does not elect to use the Access Model remains subject to the existing annual request form and delivery requirements in section 4.6 of National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102).

Where an issuer elects to use the Access Model, electronic access to a CD Document is treated as having been provided if the issuer satisfies each of the following conditions:

• SEDAR+ filing. The issuer has filed the CD Document on SEDAR+.
• News release. Not more than one calendar day after filing the CD Document, the issuer issues and files a news release on SEDAR+ announcing that the document is accessible electronically, that the SEDAR+ notification functionality is available, that an electronic or paper copy can be obtained on request, and that any standing instructions to receive the document will continue to be followed.
• Website posting. Not more than two calendar days after filing the CD Document, an issuer that has a website posts on its website either the CD Document itself or a hyperlink that leads directly to the document filed on SEDAR+.

The SEDAR+ notification functionality referenced in the news release allows any person or company to subscribe through SEDAR+ to receive an email notification, including a direct link to the relevant filing, when an issuer they have subscribed to files CD Documents.

Advance notice the first time the model is used

Where, in the previous financial period, an issuer complied with the existing annual request form requirement under subsection 4.6(1) of NI 51-102 (or met the conditions in subsection 4.6(5)), the issuer must issue and file an advance news release at least 25 calendar days before the news release that announces electronic access. This advance release alerts investors that the issuer is moving to the Access Model, explains the SEDAR+ notification functionality, and describes how to obtain copies of the CD Documents and provide standing instructions. An issuer may combine the advance news releases for its annual and interim CD Documents.

Annual reminder to securityholders

An issuer relying on the Access Model must also provide an annual reminder that it is using the model. The Final Amendments give issuers flexibility as to where this reminder appears. The required statement may be included in any of the following:

• an existing document among the issuer’s proxy-related materials, such as its notice of meeting, form of proxy, voting instruction form or information circular;
• the issuer’s notice under the notice-and-access model; or
• a separate letter-sized document included with the proxy-related materials or the notice-and-access notice.

This flexibility is a notable change from the revised proposal, which would have required a stand-alone document on a separate, differently colored sheet. The CSA accepted commenter feedback that permitting the statement to be folded into existing proxy materials strikes a more appropriate balance between issuer burden and investor benefit. Where the statement is included in an existing document, it should appear in a prominent location.

Copies on request and standing instructions preserved

The Access Model does not displace an investor’s ability to obtain CD Documents in electronic or paper form. A securityholder (other than a holder of debt instruments) may request a copy at no charge, and the issuer must deliver it by the deadline in paragraph 4.6(3)(c) of NI 51-102. Importantly, where an issuer provides electronic access under the Access Model, a beneficial owner’s standing instructions under National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer (NI 54-101) to receive documents electronically or by mail are not overridden, and those documents will continue to be sent according to those instructions.

Key refinements from the revised proposal

In finalizing the Access Model, the CSA made several practical changes in response to comments received during the second comment period:

• Timing relief. The news release and website posting no longer need to occur on the same day as the SEDAR+ filing. Issuers now have up to one calendar day to issue and file the news release, and up to two calendar days to post on their website, which addresses the operational and material non-public information concerns raised by commenters.
• Hyperlink option. Issuers may satisfy the website requirement by posting a hyperlink that leads directly to the CD Documents filed on SEDAR+, rather than re-uploading the documents. The companion policy points issuers to SEDAR+ for technical guidance on generating the appropriate URL.
• No stand-alone news release required. The CSA confirmed that the Access Model disclosure may be combined with other information in a news release, and added companion policy guidance to that effect.
• No advance notice on cessation. The CSA removed the proposed requirement to issue a news release at least 25 calendar days before ceasing to use the Access Model. An issuer that stops using the model simply reverts to the existing delivery requirements, and investors who subscribed through SEDAR+ continue to receive notifications until they change their preferences.
• Scope clarification for certain statements. The Final Amendments confirm that the Access Model may be used for the financial statements required under section 4.10 of NI 51-102, and companion policy guidance clarifies that it may also be used for those required under section 4.7.

What this means for issuers

The Access Model offers non-investment fund reporting issuers a meaningful opportunity to reduce the cost, administrative burden and environmental footprint associated with printing and mailing financial statements and MD&A, while preserving investor access to those documents. Issuers considering the model should keep the following in mind:

• Plan the first-use timeline. An issuer transitioning from the annual request form will need to build in the 25-day advance news release before it can rely on electronic access for the first time.
• Confirm corporate law delivery obligations. The Access Model addresses securities law delivery only. Issuers should confirm whether they remain subject to separate delivery requirements under their governing corporate statute, which the companion policy expressly flags.
• Update disclosure controls and proxy materials. Issuers will need to incorporate the prescribed access statement into their proxy-related materials or notice-and-access notice, and ensure their news release and website-posting processes can meet the one- and two-day deadlines.
• Maintain a request and standing-instruction process. Issuers should retain the ability to fulfill copy requests and honor NI 54-101 standing instructions, since the model does not eliminate these obligations.

For assistance in evaluating whether the Access Model is appropriate for your organization, or for help updating your continuous disclosure and proxy processes ahead of the September 22, 2026 effective date, please contact Ora Wexler, or any member of Dentons’ Securities and Corporate Finance group.

Thank you to Diana Nakka for her contributions to this article.