SEDAR (System For Electronic Document Analysis and Retrieval)
When are my financial statements due to be filed on SEDAR?
As a TSXV Company the requirements are to file Quarterly Statements (Q1, Q2 and Q3) 60 days from the end of the quarter. For your Year End Statements the requirements are to file 120 days from the end of the quarter.
As a TSX Company – the requirements are (Q1, Q2 and Q3), 45 days from the end of the quarter. For the Year End Statements the requirements are to file 90 days from the end of the quarter.
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What fees are required to be paid upon filing the Annual Financial Statements?
Continuous Disclosure fees are paid directly to the CSA through the SEDAR program see CSA System Fees.
Securities Commission Fees are also payable upon filing the Annual Financial Statements, for each jurisdiction that the Company is a reporting issuer in, fees are due at this time for a link to the SEDAR Regulatory Fee Guide.
Form 13-502F1 is required to be completed in order to calculate the appropriate Participation Fees.
NEW – For companies who are reporting issuers in Alberta Form 13-501-F1 is required to be completed in order to calculate the Participation Fees.
Are there any SEDAR system fees for exempt market filings?
Each report of exempt distribution will be subject to a $25 SEDAR system fee. This fee applies to both reporting and non-reporting issuers that file a report of exempt distribution on SEDAR and is in addition to the filing fees that issuers currently pay when filing a report of exempt distribution in each applicable jurisdiction.
What type of SEDAR profile should I create to make an exempt market filing?
Either an Investment Fund Issuer profile or an Other Issuer profile must be created, depending on the type of issuer, unless the issuer already has a SEDAR profile. The Investment Fund Issuer profile is generally used by an issuer that is a mutual fund, whereas the Other Issuer profile is generally used by all other types of issuers.
Why have exempt market filings on SEDAR?
Using SEDAR provides benefits to issuers, including:
enabling issuers to make filings in multiple jurisdictions through a single electronic system;
allowing both reporting and non-reporting issuers to have their filings, including exempt market filings, in one location under a SEDAR profile, while still maintaining confidential treatment of sensitive investor information; and
allowing issuers to verify the accuracy and completeness of their filing record without having to make an information request to the applicable jurisdictions.
Also the participating jurisdictions collectively receive thousands of exempt market filings each year from both reporting and non-reporting issuers. Providing exempt market filings in paper format limits their ability to analyze the information in the documents and increases the administrative burden of handling the filings. Also, receiving the filing in paper format impacts the timeliness and ease with which they can make public the publicly available information in the filings.
When am I required to file Form 45-106F1?
You must file the Form 45-106F1 Report of Exempt Distribution on or before the 10th day after completing each distribution (sale of security). For example, if you complete a distribution on February 1, you must file a Form 45-106F1 by February 11. If you complete a further sale on February 15, you must file another report by February 25.
SEDI – Insider Reporting (System for Electronic Disclosure by Insiders)
Who or what is an insider?
The term “insider” generally includes a director or senior officer of a reporting issuer or a person or a company that has beneficial ownership or control or direction over more than 10% of the voting rights attached to all outstanding voting securities of an issuer.
When must I file an initial SEDI report?
As an insider, you must file an initial insider report within 10 calendar days of becoming an insider if you own securities of the issuer or within 5 calendar days of the transaction if you were an insider of the issuer prior to June 9, 2003 and previously filed in paper format. The initial insider report must disclose your direct or indirect ownership of, or control or direction over, securities of the issuer at the date you became an insider.
Why do I have to file an insider report?
You are required to file an insider report because as an insider of a reporting issuer (other than a mutual fund) in one or more jurisdictions in Canada, you must disclose any direct or indirect beneficial ownership or control or direction over securities of that issuer, both when you first become an insider, and thereafter, whenever your direct or indirect beneficial ownership of or control or direction over securities of the reporting issuer changes.
When is my insider report required to be filed?
National Instrument 55-104 requires that insider reports be filed within 5 calendar days from the date of the transaction.
Do insiders, who will only file through an agent, need to register as a user on SEDI?
No, your agent will set up your insider profile for you and be provided your access key. SEDI will send to you a copy of your access key.
Do I have to file my reports myself (as an insider)?
No, you do not. You can have an agent that is registered as a SEDI user file the reports for you.
What if I cannot personally file my insider report?
Under SEDI, you can authorize an agent to file the report for you in electronic format. The agent must be registered as a SEDI user and must be provided with your access key.
What type of report do I file when I first become an insider of a SEDI issuer and own securities of that issuer?
You need to file an insider report, disclosing all your holdings in the securities of the SEDI issuer. You will initially need to file (create) an insider profile in the system before you can file this insider report. Once your insider profile has been filed, you can then file your insider report, disclosing all your current holdings in the securities of the SEDI issuer. For each particular type of security, the system will ask you to input an opening balance.
When do I need to add registered holders and in what circumstances?
Whenever you create an insider profile and file an insider report, SEDI will prompt you to indicate how you hold the securities.
You can hold your securities in the following three ways:
You can hold them directly. For example, you can hold the securities in an account with your broker, but the account is in your name.
You can hold them indirectly. For example, you beneficially own common shares in X Co. but the registered owner is another entity such as a holding company, an RRSP, or a family trust.
You can have control or direction over them. You have control or direction over the securities if you, directly or indirectly, through any contract, arrangement, understanding or relationship or otherwise have or share voting power, or investment power. This would include having control or direction over the securities through a power of attorney, a grant of limited trading authority, or management agreement. For example, you set up a trust for your children in which Co. X securities are held. Because of your relationship with your children, you need to report your children’s holdings, because you could direct your children to purchase or sell those securities. This may also be the case if your spouse owns the securities, but you have control or direction over those securities.