Frequently Asked Questions
SEDAR (System for Electronic Document Analysis and Retrieval)
What do I have to file on SEDAR?
All continuous disclosure documents that are required to be filed with securities commissions must be filed using SEDAR. These documents will be downloaded by the relevant commissions and be posted on the SEDAR website (www.sedar.com).
Continuous disclosure documents include interim and audited financial statements, annual reports, notice of meeting, proxy materials, news releases and material change reports.
What are the deadlines for filing on SEDAR?
Interim financial statements must be filed within 45/60 days from the end of the fiscal quarter.
Audited annual financial statements must be filed within 90/120 days of fiscal year end.
Press Releases should be filed soon after they are distributed.
Material Change Reports, when required, need to be filed within 10 days of the related event.
Please refer to National Instrument 51-102 – Continuous Disclosure Obligations for additional information on applicable deadlines.
Who can file on the SEDAR?
There are numerous SEDAR filing agents, including transfer agents, securities lawyers, and newswire services, who will file your documents for a fee.
Any Issuer may become a SEDAR Subscriber. However, most small Issuers find that it is not cost effective to purchase the SEDAR software program and to train personnel to use it.
Comply Inc. will facilitate the SEDAR filing of your documents.
News Releases and Material Change Reports
When do I need to issue a news release?
The purpose of a news release is to ensure that all members of the investing public have equal access to information in order to make informed investment decisions.
Whenever there is an event that is “material” to the way the Issuer does business, a news release must be issued.
News releases may also be issued for public relations purposes, to keep the public and investment community informed of an Issuer’s performance or activities e.g. current financial results, corporate updates.
What should be in the news release?
The title of the news release should indicate the information being disclosed.
Information should be concise and accurate
The name and number of a contact for the Issuer must be included
Do I need to use a newswire service?
All material news releases must be distributed through a recognized newswire services.
Comply Inc. can facilitate the distribution of your news release by reviewing the content for disclosure requirements, coordinating with the newswire service and SEDAR filing.
Do I always file a material change report?
- Material information relating to the business of the company which results in, or could be expected to result in, a change in market price or value of the stock should be disclosed via a news release and a Material Change Report filed on SEDAR within 10 days of the occurrence.
- It is the responsibility of the company to determine if the event is in fact material to its business operations.
When do I have to file my financial statements?
Issuers must file Interim financial statements with stock exchanges and securities commissions via SEDAR within 45/60 days of the end of the quarter.
Issuers must file audited annual financial statements within 90/120 days of year end.
What should be included with the Financial Statements?
All Issuers must file a Management Discussion and Analysis and a certificate from each of the CEO and CFO pursuant to National Instrument 52-109.
What happens if I file late?
Several of the Securities Commissions impose late filing fees for your Annual Financial Statements.
Issuers who fail to file financial statements on time can be cease traded without notice. Reinstatement fees are substantial.
SEDI (System for Electronic Disclosure by Insiders)
What is SEDI?
SEDI is an internet based program for the filing of Insider Trading reports. (www.sedi.ca)
What is the definition of an Insider?
An "Insider" is a director or officer of a reporting issuer or a person or entity that has beneficial ownership, control or direction over more than 10% of the voting securities of an issuer. For a full explanation, please review national Instrument 55-104 – Insider Reporting Requirements and Exemptions.
When do I need to file an Insider Trading Report?
An insider must file an initial Insider Trading Report within 10 calendar days of becoming an Insider, disclosing any direct or indirect ownership or control over the Issuer's securities.
You must also file an Insider Trading Report within 5 calendar days of any changes to such direct or indirect holdings or control.
This time period applies to all jurisdictions in Canada.
Control persons have different requirements.
Comply Inc. can file all of your Insider Trading Reports on SEDI.
What are the consequences of failing to file an Insider Trading Report?
There are financial penalties imposed by several securities commissions.