SEDAR+ Is Coming in June 2023 – How Do I Get Ready?

The Canadian Securities Administrators (“CSA”) are modernizing the electronic filing and data access systems that underpin Canadian securities regulation. SEDAR+ is a new, secure web-based platform that will be used by all market participants to file, disclose and search for issuer information in Canada’s capital markets. SEDAR+ will replace the current SEDAR (System for Electronic Document Analysis and Retrieval) platform, which will be decommissioned on June 12, 2023.

SEDAR+ is expected to consolidate multiple legacy systems into a single platform, including SEDAR, CTO (Cease-Trade Order Database), DL (Disciplined List), SEDI (System for Electronic Disclosure by Insiders), NRD (National Registration Database) and NRS (National Registration Search).

According to the CSA, SEDAR+ is expected to launch on June 13, 2023.

What Must I Do to Prepare?

All companies, investment funds and third-party filers (collectively, “Filing Entities”) that currently report via SEDAR and that will continue to have reporting obligations must onboard with SEDAR+ by April 14, 2023 in order to be guaranteed the ability to file on the launch date (“Pre-Launch Onboarding”). For Filing Entities onboarded after April 14, 2023, the CSA have indicated that they will not be able to guarantee access by the launch date.

Note that non-reporting issuers who do not currently have a SEDAR profile may need to be onboarded to the new SEDAR+ platform and are similarly encouraged to do so prior to April 14, 2023. This includes any non-reporting issuer entities that currently file applications, reports of exempt distribution and other securities-related documents through the Ontario Securities Commission online filing portal or British Columbia Securities Commission e-Services, as these filings will be consolidated into the new SEDAR+ platform as of the launch date.

How Do I Sign Up?

Each Filing Entity will need to complete the below steps to register with SEDAR+ or appoint a primary filing agent to assist in doing so. There are three (3) documents each Filing Entity will need to complete and provide to its primary filing agent (if appointed) to get set up on SEDAR+:

1. Electronic Filer Agreement (EFA)

• For all Filing Entities that file on SEDAR+
• Must be completed by every organization to set up issuer profiles and to submit filings

2. Filing Agent Authorization Form (FAAF)

• For all Filing Entities that use filing agents
• Grants a filing agent with permission to complete filings on behalf of a Filing Entity’s SEDAR+
• Note that one Filing Entity may appoint multiple filing agents (in which case, an FAAF would need to be completed for each filing agent appointed)

3. Supplementary Information Form

• All Filing Entities must provide supplementary information to be included on SEDAR+ profiles
• Contains new required fields for SEDAR+
• Some information that was previously optional in legacy SEDAR, will now be required in SEDAR+

What Will Happen to My Current SEDAR Authorizations?

No existing authorizations will be grandfathered over to the new SEDAR+ platform.

If you intend to use a filing agent under SEDAR+, you are required to give such filing agent authorization to file documents on your behalf under SEDAR+.

For example, by naming Wildeboer Dellelce LLP (“WD”) as your primary filing agent and providing us with an FAAF, we can simplify the SEDAR+ onboarding process for you. As primary filing agent, WD can submit the EFA and Supplementary Information Form on your behalf to have your Filing Entity set up with SEDAR+, and will be authorized to file other documents on behalf of your Filing Entity going forward.

As such, if you wish to have WD manage your SEDAR filings, please reach out to your WD lawyer to arrange for your forms to be completed and onboarded to SEDAR+.

What Happens If I Miss the Pre-Launch Onboarding Deadline?

A Filing Entity that misses the Pre-Launch Onboarding opportunity will need to register for an account in SEDAR+ once it is live (i.e., on or after June 13, 2023) and must follow the standard new account process that has additional steps compared to Pre-Launch Onboarding.

If you have continuous disclosure obligations or anticipate the need to submit any securities related filings after the SEDAR+ launch date, failure to onboard by April 14, 2023 will affect your ability to file. Please consider getting your onboarding documents completed and filed as soon as possible.

If you have any questions regarding the SEDAR+ onboarding process, please contact Rebecca Cochrane by email at [email protected], Sarah Wahba by email at [email protected], Jeany Nham by email at [email protected] or any other member of Wildeboer Dellelce LLP.

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 issues discussed in this update or if you wish to discuss any aspect of this commentary, please feel free to contact us.