SEDAR+ Overview
The Canadian Securities Administrators (“CSA”) is modernizing the electronic filing and data access systems that underpin Canadian securities regulation. The System for Electronic Data Analysis and Retrieval (“SEDAR”) will officially be replaced with SEDAR+ on July 25, 2023, postponing the original launch date of June 13, 2023.
SEDAR+ is the updated web-based platform that will be used by all market participants to file, disclose and search for information in Canada’s capital markets. It will consolidate multiple legacy systems into a single platform, including:
- SEDAR (System for Electronic Document Analysis and Retrieval);
- CTO (Cease-Trade Order Database);
- DL (Disciplined List);
- SEDI (System for Electronic Disclosure by Insiders);
- NRD (National Registration Database); and
- NRS (National Registration Search).
With the launch of SEDAR+, the CSA aims for capital market participants to experience an improved user-friendly interface, which will continuously advance with regular updates in order to meet changing market needs.
How to prepare and register for the launch
All SEDAR users were required to complete a pre-launch onboarding process by April 14, 2023 in order to gain access to SEDAR+ and be able to make their filings in a timely fashion once the new platform launches on July 25, 2023. For users that did not complete the onboarding process, the post-launch registration process will be available. There will be no existing authorizations grandfathered from SEDAR over to the new SEDAR+ platform.
All companies, investment funds and third-party filers (collectively, “Filing Entities”) that plan on registering after the launch must register for SEDAR+ using the online forms in the system. Each issuer’s organizational account information must be submitted during the registration process, and all required legal agreements must be provided.
Filing Entities must complete at least one of the following agreements and submit them in SEDAR+ on or after the July 25 launch date:
- Electronic Filer Agreement (“EFA”) – EFAs must be completed and submitted by every organization that files information on SEDAR+. An EFA will be required to set up issuer profiles and submit issuer filings. Note that for Investment Fund Managers, only one EFA covering all funds is required.
- Filing Agent Authorization Form (“FAAF”) – for issuers and investment funds that use filing agent(s). The FAAF is a new requirement, which must be completed by issuers who use a filing agent, or multiple filing agents. This agreement grants the filing agent(s) permission to submit specific types of filings in SEDAR+ on the issuer’s behalf.
- Account and Issuer Profile Information – throughout the registration process for SEDAR+, organizations will be asked to provide account and issuer profile information. Some information will be required which was not previously required under SEDAR. This additional data is needed to enable some of the new filing and regulatory features and functionality of the system.
Investment Fund Managers (“IFM”)
In order to register for SEDAR+, IFMs will create either a company or third party profile (as applicable) which will be required to link to their respective migrated SEDAR fund group profiles and associated funds. Going forward, IFMs or their filing agent(s) will have to set up independent profiles for each fund group, which can then be linked to the IFM profile. Individual fund profiles are then linked to the fund group profile, just as they are currently in SEDAR.
What the date change means for filing organizations:
- Filing organizations will continue in SEDAR/other legacy systems until SEDAR+ is live.
All capital market participants are required to continue using SEDAR and other existing systems until SEDAR+ goes live.
- New flat-fee model comes into effect June 9.
The new flat-fee model announced on March 23, 2023 will still come into effect on June 9, 2023 and will apply to all SEDAR and National Registration Database (NRD) filings. Until SEDAR+ is live, filing organizations must use the new flat-fee model and manually input their fees into SEDAR.
- The cutover from SEDAR and other legacy systems to SEDAR+ is now scheduled to begin July 20.
To accommodate the transfer of system data, there will be a period of time (the cutover period) during which neither SEDAR nor SEDAR+ will be available for filing. SEDAR is normally available from 7 a.m. to 11 p.m. ET on weekdays. SEDAR will no longer be available for filings as of 11 p.m. ET on July 20, 2023. It is anticipated that SEDAR+ will be available for filing at 7 a.m. ET on July 25, 2023.
Going forward
In preparation for the July 25 launch date, we encourage you to get ready by reviewing the required legal agreements and starting to gather the required account and profile information you will need to provide during the registration process. The CSA is anticipating a high volume of new account requests in the days and weeks following the July 25 launch of SEDAR+. The information and legal agreements submitted during the registration process must be validated by a third party, which may take some time.
This process will be simplified for organizations that currently file on SEDAR or through local filing systems such as British Columbia’s Securities Commission’s eServices system and the Ontario Securities Commission’s electronic filing portal. Information provided by these existing subscribers during the registration process will not require third-party validation.
Should you have any questions regarding SEDAR+ or require further information, please do not hesitate to contact a member of Miller Thomson’s Capital Markets & Securities group.
