CSA Introduce Access Model for Financial Statements and MD&A

On June 25, 2026, the Canadian Securities Administrators (the “CSA”) published final amendments to National Instrument 51-102 – Continuous Disclosure Obligations and National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer, together with amendments to the related companion policies (collectively, the “Final Amendments”). The Final Amendments introduce an optional access model (the “Access Model”) that permits non-investment fund reporting issuers to satisfy certain requirements to deliver annual financial statements, interim financial reports and related management’s discussion & analysis (collectively, the “Financial Documents”) to investors by providing electronic access to those documents.

The Access Model is intended to modernize the manner in which Financial Documents are made available to investors by permitting issuers to make Financial Documents available electronically rather than delivering them in accordance with the traditional delivery requirements prescribed by Canadian securities legislation, provided issuers comply with the conditions set out in the Final Amendments. Subject to necessary ministerial approvals, the Final Amendments are expected to come into force on September 22, 2026.

Background

The Access Model is the result of a multi-year CSA initiative aimed at modernizing the delivery of certain continuous disclosure documents. The CSA first consulted stakeholders on the concept in January 2020 through CSA Consultation Paper 51‑405 – Consideration of an Access Equals Delivery Model for Non-Investment Fund Reporting Issuers. The consultation sought feedback on the appropriateness of introducing an access model in the Canadian market and the types of documents to which such a model should apply. In April 2022, the CSA published for comment proposed amendments to implement an access model for both prospectuses and Financial Documents.

While the access model for prospectuses came into force in April 2024, implementation of an access model for Financial Documents was deferred in light of stakeholder concerns regarding potential negative effects on retail investors. After considering stakeholder feedback, the CSA republished revised proposals relating to the introduction of an access model for Financial Documents for a second comment period in November 2024. The Final Amendments, published on June 25, 2026, reflect the culmination of that consultation process and establish an Access Model for Financial Documents of non-investment fund reporting issuers.

Key Features of the Access Model

The Access Model provides an alternative procedure for satisfying delivery requirements by permitting issuers to provide electronic access to Financial Documents instead of delivering them in accordance with the requirements currently found in securities legislation.

An issuer that elects to use the Access Model will be deemed to have provided electronic access to a Financial Document if it satisfies each of the following conditions:

• SEDAR+ filing: The issuer has filed the document on SEDAR+.

• News release: Not more than one calendar day after the filing of the Financial Document, the issuer has issued and filed a news release on SEDAR+ announcing that:
  • the document is accessible electronically,
  • the SEDAR+ notification functionality is available,
  • an electronic or paper copy of the document can be obtained upon request, and
  • any standing instructions to receive the document in electronic or paper form will continue to be followed.

• Website posting: Not more than two calendar days after the filing of a Financial Document, if the issuer has a website, the issuer has posted on its website the Financial Document or a hyperlink that leads directly to the Financial Document filed on SEDAR+.

Before relying on the Access Model for the first time, an issuer must issue and file a news release at least 25 days in advance informing investors that it intends to use the Access Model.

The Access Model relies on the notification functionality of SEDAR+ to help ensure investors remain informed when disclosure documents become available. This feature allows investors to subscribe through SEDAR+ for email notifications when the Financial Documents they wish to receive have been filed by an issuer.

Requests for Copies and Standing Instructions

A securityholder (other than a holder of debt instruments) may request a copy of a Financial Document at no charge, and issuers relying on the Access Model must continue to accommodate investor requests for electronic or paper copies in accordance with applicable securities law requirements.

Issuers that rely on the Access Model must also provide annual disclosure reminding investors how to access Financial Documents electronically, that the SEDAR+ notification functionality is available, how to obtain electronic or paper copies of Financial Documents and that standing instructions may be provided regarding Financial Document delivery preferences. The annual disclosure can be made in any of the following documents:

(i) 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;

(ii) the issuer’s notice under the notice-and-access model; or

(iii) a separate document that accompanies the proxy-related materials or notice under the notice-and-access model.

In addition, any standing instructions provided by an investor regarding the preferred method of receiving Financial Documents will continue to be followed.

Key Takeaways for Reporting Issuers

The Access Model provides issuers with an alternative method of satisfying certain continuous disclosure delivery requirements by providing electronic access to Financial Documents. For issuers that elect to use the Access Model, the framework may streamline the distribution process by reducing reliance on traditional delivery methods while preserving an investor’s ability to receive disclosure documents in paper or electronic form upon request.

First Time and Continued Usage: Issuers considering adoption of the Access Model should carefully review the procedural requirements associated with its use. In particular, issuers must issue a news release at least 25 days prior to relying on the Access Model for the first time and must continue to comply with the prescribed filing, news release and website posting requirements applicable to each Financial Document.

Annual Disclosure: Issuers relying on the Access Model should ensure their annual disclosure clearly communicates the procedures for accessing Financial Documents, receiving SEDAR+ notifications, requesting copies and providing standing delivery instructions.

Other Considerations: Issuers should note that the Final Amendments only amend delivery requirements under Canadian securities laws. Issuers will need to consider whether any delivery requirements under applicable corporate legislation (including their governing corporate statute), their constating documents or foreign securities legislation continue to apply when using the Access Model.

As a result, implementing the Access Model may require a review of existing disclosure practices, shareholder communication procedures, service provider arrangements and governing documents to ensure all applicable requirements are satisfied.

Should you require clarification with respect to any of the above, or wish to request a consultation, please do not hesitate to contact Peter Volk ([email protected]) or Jason Kim ([email protected]). The authors gratefully acknowledge the assistance of summer student Richard Moshenski-Dubov in the preparation of this update.

This update is intended as a summary only and should not be regarded or relied upon as advice to any specific client or regarding any specific situation.

If you would like further information regarding the contents discussed in this update or if you wish to discuss any aspect of this commentary, please feel free to contact us.