The new centralized national filing system, to be known as the “System for Electronic Data Analysis and Retrieval +” (SEDAR+), is set to launch on June 9, 2023, with potential accommodations to be made for certain foreign filers.

Background

The adoption of SEDAR+ represents Phase 1 of the National Systems Renewal Program (NSRP), initially proposed in May 2019. As part of Phase 1, SEDAR+ will replace the existing SEDAR as well as:

• the National Cease Trade Order Database;
• the Disciplined List; and
• certain filings currently made in paper or through the British Columbia Securities Commission’s eServices system and the Ontario Securities Commission’s Electronic Filing Portal.

Consequently, under the new National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) (NI 13-103), applications, pre-filings and documents previously filed or delivered by issuers (including foreign issuers) will also be required to be filed through SEDAR+. Certain documents filed in connection with investigations, hearings and compliance reviews are, however, exempt from the new requirements. It is expected that future phases of the NSRP will expand the scope of SEDAR+ to include documents filed or delivered by insiders, registrants, derivatives market participants and regulated entities.

In connection with the adoption of SEDAR+, the Canadian Securities Administrators (CSA) are also repealing and replacing Multilateral Instrument 13-102 System Fees for SEDAR and NRD (MI 13-102) in order to replace the structure of system fees, which are currently based on the number of jurisdictions in which a document is filed. Under the new flat-fee model, system fees will be based on the filing type and paid through SEDAR+ only to a filer’s principal regulator.

Implementation

According to the CSA, SEDAR+ will result in a filing process that is “more uniform” and “provide more secure, single-window access for market participants to file documents and pay fees.” The regulators have, however, acknowledged that the transition to SEDAR+ may pose challenges for offerings by foreign issuers into Canada, which mainly rely on “wrapper” relief. They are, in turn, working to develop appropriate solutions to address such challenges.

Assuming that all necessary ministerial approvals are obtained, NI 13-103 and the new MI 13-102 will come into force on June 9, 2023.