Article

New ‘Access Equals Delivery’ Model Now in Effect for Continuous Disclosure Documents

October 01, 2026

By: Amy Marcen-Gaudaur and Jacob Waltman

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Background

On June 25, 2026, the Canadian Securities Administrators (“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 and related changes to the corresponding companion policies (collectively, the “Amendments”), providing non-investment fund reporting issuers the option to follow an alternative “access equals delivery” model (the “AED Model”) to satisfy the delivery requirements in respect of annual financial statements, interim financial reports and related management’s discussion and analysis (“MD&A”). The Amendments came into force on September 22, 2026.

The Amendments are the culmination of a multi-year CSA initiative to modernize the delivery of disclosure documents in recognition of investors’ increasing use of electronic means to access information. The CSA first sought feedback on an access model in January 2020 and, following general support for the concept, published initial proposals in April 2022 covering both prospectuses and continuous disclosure documents. While an access model for prospectuses was subsequently adopted in 2024, the CSA revisited the proposed model for continuous disclosure documents after commenters raised concerns regarding its potential impact on retail investors and republished revised proposals in November 2024 with enhanced investor-protection measures. The final AED Model reflected in the Amendments seeks to balance these considerations by facilitating more modern and efficient electronic communication, while maintaining investors’ ability to obtain electronic or paper copies of continuous disclosure documents and preserving existing standing delivery instructions.

What’s New? Overview of the AED Model

Under the AED Model, an issuer can elect to provide investors with electronic access to its annual financial statements, interim financial reports and related MD&A (collectively, the “CD documents”), instead of complying with existing delivery requirements under securities legislation, which necessitate sending annual request forms to securityholders regarding electronic or paper delivery preferences. An issuer may choose to utilize the AED Model to satisfy delivery of its annual financial statements and related MD&A only, its interim financial reports and related MD&A only, or both. The Amendments are expected to reduce issuers’ printing and mailing costs and facilitate modernized communication between issuers and investors, while maintaining sufficient and balanced investor-protection measures.

To satisfy the delivery requirements applicable to its CD documents under the AED Model, an issuer must do all of the following:

  • Issue an Advance Notice News Release: If the issuer did not use the AED Model in the previous financial period, at least 25 calendar days prior to the issuance of the post-filing news release described below, it must issue and file a news release on SEDAR+ stating that it is electing to use the AED Model to provide electronic access to its CD documents for the applicable period.
  • File CD Documents on SEDAR+: Once the applicable CD documents are available, the issuer must file those CD documents on SEDAR+ (as they would in the normal course).
  • Issue a Post-Filing News Release: No later than one calendar day after filing the CD documents on SEDAR+, the issuer must issue a news release on SEDAR+ announcing the filing, that the CD documents are accessible electronically via SEDAR+, 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: No later than two calendar days after filing the CD documents on SEDAR+, if the issuer has a website, it must post the applicable CD documents (or hyperlinks directly leading to such CD documents filed on SEDAR+) on its website.
  • Annual Reminder: On an annual basis, the issuer must disclose certain access-related information to investors through (i) its proxy materials (such as notice of meeting, form of proxy or voting instruction form, or information circular), (ii) its notice under the notice-and-access model or (iii) a separate document accompanying its proxy-related materials or notice under the notice-and-access model.

Disclosure Requirements

Each of the advance notice news release (if applicable), the post-filing news release, the website posting (if applicable) and the annual reminder described above must include certain prescribed access-related disclosures, including that:

  • the CD documents are available electronically on SEDAR+;
  • investors may subscribe for SEDAR+ notifications in order to receive email notifications and alerts when the issuer files its CD documents on SEDAR+;
  • securityholders (other than holders of debt securities) can obtain electronic or paper copies of the CD documents from the issuer, free of charge, upon request, and the issuer must provide such requested document within 10 calendar days; and
  • any standing instructions regarding an investor’s delivery preferences for the CD documents will continue to be followed until changed by the investor.

Neither the advance notice news release nor the post-filing news release is required to be a standalone release; the required disclosure may instead be included in another news release issued by the issuer. However, the title of the news release must indicate that the CD documents are accessible through SEDAR+, and the release must otherwise include the applicable access-related disclosures prescribed by the Amendments, in order to satisfy the requirements of the AED Model.

It is important to note that the AED Model is not available to SEC foreign issuers and other designated foreign issuers.

Practical Applications

Before an issuer elects to adopt the AED Model, it is prudent to consider the relevant timing and disclosure rules as well as any other delivery requirements or restrictions that may be in place. Ultimately, securityholders continue to have the right to request electronic or paper copies of CD documents, which must be delivered by the issuer upon request, free of charge. Further, the AED Model does not override an investor’s standing instructions to receive the documents in paper copy or electronically. Issuers must therefore continue to uphold any such instructions until changed by the investor. Finally, it is important to note that the AED Model introduces an alternative delivery method under securities legislation only. An issuer that elects to use the AED Model may continue to have separate delivery obligations mandated by its constating documents, contractual agreements, corporate statutes or other requirements, including securities legislation of other jurisdictions to the extent applicable.

The Capital Markets Group at Aird & Berlis LLP continues to monitor developments related to the Amendments and the AED Model. Please contact the authors or a member of the group if you have questions or require assistance.