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On June 25, 2026, the Canadian Securities Administrators (CSA) published final amendments to National Instrument 51-102 – Continuous Disclosure Obligations (NI 51-102) and National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (NI 54-101), together with related companion policy changes (the Final Amendments). The Final Amendments implement a voluntary “access equals delivery” model (the AED Model) for annual financial statements, interim financial reports, and related Management’s Discussion and Analysis (MD&A) of non-investment fund reporting issuers. An issuer that chooses to rely on the AED Model may use it for annual financial statements and MD&A only, interim financial reports and MD&A only, or both. The existing delivery requirements under Section 4.6 of NI 51-102 continue to apply to any documents for which the issuer does not choose to use the AED Model. Subject to receipt of all necessary ministerial approvals, the Final Amendments will come into force on September 22, 2026.
What you need to know
- The AED Model is optional and applies to annual financial statements, interim financial reports, and related MD&A of non-investment fund reporting issuers, including venture issuers.
- It provides an alternative to existing securities law delivery requirements by allowing issuers to make the covered documents available electronically through SEDAR+ filing, a news release, and website posting.
- A 25-calendar day advance news release is required before an issuer first uses the AED Model.
- Issuers must include an annual access reminder prominently in proxy-related materials, notice-and-access notices, or a separate document sent with those materials.
- Securityholders may request electronic or paper copies of the continuous disclosure documents delivered under the AED Model, and existing standing instructions to receive these documents will continue to be honoured.
- Issuers continue to have access to the existing notice-and-access regime for delivery of annual financial statements and related MD&A (where permitted under applicable corporate law).
Background
The AED Model is the culmination of a multi-year consultation and rule-making process, and forms part of the CSA’s broader efforts to modernize continuous disclosure and delivery requirements for reporting issuers. The CSA first consulted on the AED Model in January 2020, seeking feedback on whether a new model should be introduced for non-investment fund reporting issuers and the types of documents to which it should apply. In April 2022, it published proposed amendments to implement an AED Model for prospectuses and certain continuous disclosure documents.
Following the comment period, the CSA split the initiative into two separate projects. The AED Model for prospectuses came into force in April 2024, while implementation of the continuous disclosure component was deferred to address investor protection concerns raised by certain stakeholders. In November 2024, the CSA republished the continuous disclosure proposal for a second comment period, incorporating significant revisions in response to stakeholder feedback (the 2024 Proposed Amendments)1. The Final Amendments reflect this iterative process and address remaining concerns raised during the second comment period.
Overview of the AED Model
The AED Model provides an alternative procedure under which a non-investment fund reporting issuer may provide electronic access to annual financial statements, interim financial reports, and related MD&A instead of using the existing delivery mechanisms available under securities legislation. Where the prescribed conditions are met for a document, electronic access is treated as satisfying an issuer’s delivery obligation for that document.
Conditions for electronic access
Under the AED Model, electronic access to annual financial statements, interim financial reports, and related MD&A is provided if the issuer satisfies the following requirements:
- Filing on SEDAR+. The issuer files the applicable continuous disclosure document on SEDAR+.
- News release. No later than one calendar day after filing, the issuer issues and files a news release on SEDAR+ announcing that:
- the document is accessible electronically;
- SEDAR+ notification functionality is available;
- an electronic or paper copy can be obtained upon request free of charge; and
- any standing instructions to receive the document in electronic or paper form will continue to be honoured.
- Website posting. No later than two calendar days after filing, if the issuer maintains a website, it either posts the document on its website or posts a direct hyperlink to the version filed on SEDAR+. The document should remain available on the issuer’s website at least until the corresponding document for the next financial period is posted.
The SEDAR+ notification functionality is a key feature of the AED Model. It allows investors and other stakeholders to subscribe through SEDAR+ to receive email notifications when an issuer files the annual financial statements, interim financial reports, and related MD&A for which they have subscribed. Each notification includes a direct link to the filed documents. The CSA considers this functionality to have addressed a principal concern raised by certain stakeholders during the consultation process by ensuring that investors receive meaningful notice of—and effective access to—continuous disclosure documents.
Advance notification requirements
An issuer that did not provide electronic access under the AED Model in the previous financial period must issue and file an advance news release on SEDAR+ at least 25 calendar days before the post-filing news release confirming that the applicable documents are accessible on SEDAR+. The advance news release must contain the same core disclosure as the post-filing release, including electronic access, SEDAR+ notifications, requests for copies, and the continuation of any standing instructions.
Annual disclosure obligations
Issuers relying on the AED Model must also provide prescribed access-related disclosure to securityholders annually. The disclosure serves as an annual reminder that the issuer is using the AED Model and that its applicable financial statements and related MD&A are available on SEDAR+, are no longer mailed unless requested, and may be obtained in electronic or paper form free of charge. The disclosure must be included in an existing proxy-related document (such as a notice of meeting, form of proxy, voting information form, or information circular), in a notice sent under the notice-and-access regime, or in a separate accompanying document.
If applicable, the same information must also be posted on the issuer’s website, in the same location where the issuer posts continuous disclosure documents or the direct hyperlinks.
Requests for copies and standing instructions
The AED Model does not affect a securityholder’s right to obtain copies of continuous disclosure documents delivered using the model. Securityholders (other than holders of debt instruments) may request, at no cost, an electronic or paper copy of the applicable annual financial statements, interim financial reports, and related MD&A delivered under the AED Model by providing the issuer with an email or mailing address. The issuer must provide the requested document within 10 calendar days.
Standing instructions also remain important. Providing electronic access under the AED Model does not override a beneficial owner’s standing instructions under NI 54-101 to receive copies of the applicable documents. Those standing instructions will remain in effect until changed by the beneficial owner.
Practical implications
Certain issuers already use the existing notice-and-access regime to deliver annual financial statements and MD&A with their annual meeting materials. For those issuers, the incremental benefit of adopting the AED Model may be greatest in relation to their interim financial reports and MD&A.
Issuers should be aware that the AED Model provides an alternative method of delivery under securities legislation only. It does not affect delivery obligations that may arise under corporate statutes, an issuer’s constating documents or contractual arrangements, or requirements applicable to the issuer in other jurisdictions. Before adopting the AED Model, issuers should review these other sources of potential delivery obligations to determine whether additional requirements continue to apply.
Footnote
1. For more information about the 2024 Proposed Amendments, see our bulletin, CSA publishes for comment updates to continuous disclosure “access equals delivery”.
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.
