With SEDAR+ set to replace SEDAR on June 13, 2023, the Canadian Securities Administrators (CSA) published two advance notices for the adoption of certain rules which will serve to support the transition. The first notice pertains to the CSA’s repeal and replacement of Multilateral Instrument 13-102 System Fees for SEDAR and NRD (MI 13-102) with the new instrument: Multilateral Instrument 13-102 System Fees. The second notice pertains to the CSA’s adoption of National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) (NI 13-103) and accompanying companion policy (collectively, the Amendments).
The repeal and replacement of MI 13-102 is based on the CSA’s commitment of making SEDAR+ a more cost-effective filing system, and as such the revised MI 13-102 and the methodology of calculating system fees is established on a projected cost-recovery basis (i.e., the cost to operate SEDAR+) and to support future developments and enhancements. As part of this, a key change includes the introduction of a flat fee based on filing type to replace the previous method where the majority of system fees were calculated based on the number of jurisdictions where documents were filed. Currently, depending on type of filing, there may be a system fee payable to the principal regulator as well as a separate fee payable to any applicable non-principal regulator.
Other system fees associated with certain filings have also been eliminated, including system fees related to filings for the registration of an individual in an additional jurisdiction (for a future phase when registration related materials are filed through SEDAR+) and related party transactions. Regulatory filing fees will still be payable where applicable. There will also be new system fees (once registrant activities are included in SEDAR +) to file applications for exemptions from a registration requirement.
Additionally, SEDAR+ will not have a separate charge for creating a profile, as compared to SEDAR where users currently pay a one-time charge. As a result of all of these changes, the CSA projects that the total system fees they collect will decline. A full list of filing types with associated system fees can be found in the CSA’s notice of repeal and replacement of MI 13-102.
NI 13-103 introduces specifics of which documents are to be transmitted through SEDAR+ (versus the documents that may be transmitted outside of SEDAR+). Generally, all documents required to be filed or delivered to a securities regulator are to be filed or delivered through SEDAR+, subject to certain limited exceptions, such as documents required to be delivered in connection with a compliance review. A full list of the exceptions can be found in the CSA’s notice of NI 13-103. It is important to note that SEDAR+ will have a phased implementation, and as such, certain documents which are not to be filed through SEDAR+ at this time are expected to be brought into SEDAR+ in a future phase. For example, an insider filing an insider report under National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI), will continue to do so for now through SEDI. A list of the documents expected to be brought under SEDAR+ can be found in Column A of the Appendix to NI 13-103. As part of Phase 1, the filing of Form 45-106F1 Report of Exempt Distribution for all jurisdictions will now be through SEDAR+, the filing of which will be subject to a system fee. As such, the use of the British Columbia Securities Commission and Ontario Securities Commission’s separate electronic filing portals for this purpose will be discontinued. Coinciding with the introduction of NI 13-103, the former instrument National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR), including the SEDAR Filer Manual, will be repealed.
The Amendments will come into force on June 9, 2023. If you require assistance in navigating the transition to SEDAR+ or have any questions regarding the Amendments, please contact us. For further information, you can also consult BLG’s article listed below.
March 31, 2023