The Canadian Securities Administrators (“CSA”) will be transitioning from the current System for Electronic Document Analysis and Retrieval (“SEDAR”) platform to an all-new web-based platform called SEDAR+. The shift to SEDAR+ will be implemented in phases, with the first phase replacing a number of issuer-related filing systems, including SEDAR, the National Cease Trade Order Database, the Disciplined List, and certain filings currently made through the Ontario Securities Commission’s (“OSC”) electronic filing portal and the British Columbia Securities Commission’s (“BCSC”) eServices system.
The CSA says that SEDAR+ will reduce costs, simplify payments and save time for issuers. Some of the notable features of SEDAR+ include the following:
- Fee calculator: SEDAR+ will have an automatic fee calculator for filing fees. Previously, issuers would be required to manually calculate and input the fees payable for filing submissions.
- Expanded system hours: Whereas SEDAR is only available Monday to Friday from 7:00 a.m. to 11:00 p.m. (Eastern Time), SEDAR+ will be online 24 hours a day, seven days a week.
- Consolidated source of information: SEDAR+ will have all information in one centralized location, including reporting issuer lists, which will make it easier to determine if an issuer is in default with any of the securities commissions.
- Exemptive relief applications & Form 45-106F1 Report of Exempt Distribution filings: All exemptive relief applications filed by issuers and Form 45-106F1s will now go through SEDAR+ (instead of through localized filing systems such as the BCSC eServices or the OSC’s filing portal).
CSA Notice of National Instrument 13-103 – System for Electronic Data Analysis and Retrieval + (SEDAR+) comes into force on June 9, 2023. This notice outlines various amendments to securities legislation and provides detailed information on what documents are required to be filed through SEDAR+ and which documents should be transmitted to the securities commissions outside of SEDAR+.
Transition Period
The current version of SEDAR shuts down at 11:00 p.m. (Eastern Time) on July 20, 2023. There will be no access to SEDAR or SEDAR+ from July 20, 2023 to July 25, 2023 (the “Transition Period”). The CSA is planning for SEDAR+ to launch on the morning of July 25, 2023, but will notify issuers if there are any delays. The CSA has set September 12, 2023 as a contingency date if the data migration has not been completed in time to launch SEDAR+ on July 25, 2023.
During the Transition Period, issuers will not be able to file documents through SEDAR or SEDAR+. Accordingly, the CSA has issued Coordinated Blanket Order 13-930 (the “Blanket Order”) to provide exemptions from filing documents on SEDAR+ during the Transition Period. An issuer that is required to file or deliver a document through SEDAR+ to meet a deadline occurring during the Transition Period may rely on the exemption in the Blanket Order from those filing or delivery requirements, as long as such documents are submitted through SEDAR+ no later than two business days after the Transition Period ends.
Alternatively, there may be circumstances where an issuer would still like to file documents during the Transition Period, such as the filing of a prospectus. The Blanket Order allows the issuer to submit the document by alternative means, as set out in the appendix to the Blanket Order.
The CSA will be publishing an amended version of the Blanket Order on June 8, 2023 to reflect the recent change in the launch date of SEDAR+ from June 13, 2023 to July 25, 2023.
Filing Deadline Time in SEDAR+
On a filing deadline date, documents will be considered as filed on time if they are uploaded on SEDAR+ by 11:59 p.m. (Eastern Time).
Filing Deadlines for Financial Statements
The OSC, BCSC and Alberta Securities Commission (“ASC”) have online filing deadline calendars for financial statements. The OSC and ASC have confirmed that the deadlines will be unaffected by the change to SEDAR+. Any deadlines that fall on weekends or statutory holidays will be extended to the following business day (as is currently the case). While not yet confirmed, it is expected that the BCSC will take a similar approach.
Onboarding
Issuers that missed the pre-onboarding window, which is now closed, will need to be set up on SEDAR+ after it has launched. The onboarding process includes the execution and filing of an Electronic Filer Agreement and the creation of a profile on SEDAR+ (along with a Filing Agent Authorization Form if they wish to grant access to external filers, such as law firms and newswires).
The CSA has posted instructions to register for a SEDAR+ account, which provides detailed instructions and copies of the required forms.
Learning Resources
More information on the transition to SEDAR+ can be found on the SEDAR+ Learning Centre, as well as by watching the CSA’s SEDAR+ Webinars.
