2019-05-02
Securities regulators have issued Draft Regulation 13-103 to mandate the use of a new electronic transmission system, replacing the former SEDAR platform for filing and delivering documents. The regulation establishes requirements for user profiles, electronic fee payments, and specific exemptions for documents related to hearings, investigations, or certain continuous disclosure obligations. It also provides a temporary hardship exemption for technical failures and repeals the previous Regulation 13-101 respecting System for Electronic Document Analysis and Retrieval.
REGULATION 13-103 RESPECTING SYSTEM REPLACEMENT Securities Act (chapter V-1.1, s. 331.1, par. (1), (2), (3), (4.1), (8), (11) and (34)) Definitions
2 (2) If information contained in a profile becomes inaccurate, the person must file an updated profile with the accurate information by transmitting it though the [Renewed System] at the earlier of (a) the next time the person transmits a document through the [Renewed System], and (b) 10 days after the date on which the information contained in the profile becomes inaccurate. (3) A person must not have more than one profile in the [Renewed System]. Payment of fees 5. (1) At the time that a person transmits a document through the [Renewed System], a person must pay through the [Renewed System] (a) all prescribed fees, other than fees prescribed under Regulation 13-102 respecting System Fees (chapter V-1.1, r. 21) or equivalent regulation, to the regulator, except in Québec, or securities regulatory authority, and (b) all fees prescribed under Regulation 13-102 respecting System Fees or equivalent regulation to the person’s principal regulator if the principal regulator is the securities regulatory authority in the local jurisdiction. (2) For the purposes of subsection (1), if the person is transmitting through the [Renewed System] a document to which Regulation 11-102 respecting Passport System (chapter V-1.1, r. 1) applies, “principal regulator” has the meaning set out in Part 3, 4, 4A, 4B or 4C of Regulation 11-102 respecting Passport System, as applicable. (3) For the purposes of subsection (1), if the person is transmitting through the [Renewed System] a document to which Regulation 11-102 respecting Passport System does not apply, the principal regulator is the regulator, except in Québec, or securities regulatory authority that would be the principal regulator if Part 3 of Regulation 11-102 respecting Passport System applied. (4) Despite subsection (3), if the person is transmitting through the [Renewed System] Form 45-106F1, and the person does not have a head office in Canada or is an investment fund with an investment fund manager that does not have a head office in Canada, the principal regulator is the regulator, except in Québec, or securities regulatory authority of the jurisdiction with which the person has the most significant connection. Temporary hardship exemption 6. (1) If unanticipated technical difficulties prevent a person from transmitting a document through the [Renewed System] within the time required or permitted under securities legislation, the person may file the document with or deliver the document to the regulator, except in Québec, or securities regulatory authority outside of the [Renewed System] no later than 2 business days after the date on or by which the person was required or permitted to file the document with, or deliver the document to, the regulator, except in Québec, or securities regulatory authority. (2) A person must include the following legend in capital letters at the top of the first page of a document filed or delivered outside of the [Renewed System] in reliance on this section: “IN ACCORDANCE WITH SECTION 6 OF REGULATION 13-103 RESPECTING SYSTEM REPLACEMENT, THIS (SPECIFY DOCUMENT) IS BEING FILED OR DELIVERED OUTSIDE OF THE [RENEWED SYSTEM] UNDER A TEMPORARY HARDSHIP EXEMPTION.”. (3) If a person files or delivers a document to the regulator, except in Québec, or securities regulatory authority in the manner and within the time prescribed by this section, the person
3 is exempt from the requirement to file or deliver the document by the date prescribed in securities legislation. (4) If a person files or delivers a document to the regulator, except in Québec, or securities regulatory authority outside of the [Renewed System] in reliance on this section, the person must transmit the document to the regulator, except in Québec, or securities regulatory authority through the [Renewed System] as soon as practicable and in any event within 3 business days of the date on which the unanticipated technical difficulties have been resolved, and must include the following legend in capital letters at the top of the first page of the document transmitted through the [Renewed System]: “THIS DOCUMENT IS A COPY OF (SPECIFY DOCUMENT) FILED OR DELIVERED ON (DATE) TO (LIST ALL SECURITIES REGULATORY AUTHORITIES OR REGULATORS TO WHOM THE DOCUMENT WAS FILED OR DELIVERED) UNDER A TEMPORARY HARDSHIP EXEMPTION UNDER SECTION 6 OF REGULATION 13-103 RESPECTING SYSTEM REPLACEMENT.”. Decisions 7. (1) If a decision made under securities legislation requires or permits a person to file a document on the System for Electronic Document Analysis and Retrieval, the decision is deemed, after the effective date of this Regulation, to require or permit the person to transmit the document to the regulator, except in Québec, or securities regulatory authority through the [Renewed System]. (2) Subsection (1) does not apply if section 3 applies. (3) In British Columbia, subsection (1) does not apply. Exemptions 8. (1) The regulator, except in Québec, or securities regulatory authority may grant an exemption from this Regulation, in whole or in part, subject to the conditions or restrictions that may be imposed in the exemption. (2) Despite subsection (1), in Ontario only the regulator may grant an exemption from this Regulation. (3) Except in Alberta and Ontario, an exemption referred to in subsection (1) is granted under the statute referred to in Appendix B of Regulation 14-101 respecting Definitions (chapter V-1.1, r. 3) opposite the name of the local jurisdiction. Repeal of former regulation 9. Regulation 13-101 respecting System for Electronic Document Analysis and Retrieval (SEDAR) (chapter V-1.1, r. 2) is repealed. Effective date 10. This Regulation comes into force on (indicate here the date of coming into force of this Regulation).
4 APPENDIX Securities legislation pursuant to which documents must not be filed or delivered through the [Renewed System](Paragraph 3(f)) Column A Column B National and multilateral instruments pursuant to which documents must not be filed or delivered through the [Renewed System] Exceptions: Filers who must file or deliver the document through the [Renewed System] Regulation 11-102 respecting Passport System (chapter V-1.1, r. 1), only Part 4A Registration and Part 4B Application to Become a Designated Rating Organization N/A Regulation 21-101 respecting Marketplace Operation (chapter V-1.1, r. 5) N/A Regulation 23-101 respecting Trading Rules (chapter V-1.1, r. 6) N/A Regulation 23-102 respecting Use of Client Brokerage Commissions (chapter V-1.1, r. 7) N/A Regulation 23-103 respecting Electronic Trading and Direct Electronic Access to Marketplace (chapter V-1.1, r. 7.1) N/A Regulation 24-101 respecting Institutional Trade Matching and Settlement (chapter V-1.1, r. 8) N/A Regulation 24-102 respecting Clearing Agency Requirements (chapter V-1.1, r. 8.01) N/A Regulation 25-101 respecting Designated Rating Organizations (chapter V-1.1, r. 8.1) N/A Regulation 31-102 respecting National Registration Database (chapter V-1.1, r. 9) N/A Regulation 31-103 respecting Registration Requirements, Exemptions and Ongoing Registrant Obligations (chapter V-1.1, r. 10) N/A Regulation 33-105 respecting Underwriting Conflicts (chapter V-1.1, r. 11) N/A Regulation 33-109 respecting Registration Information (chapter V-1.1, r. 12) N/A National Instrument 35-101: Conditional Exemption From Registration For United States Broker-Dealers and Agents (chapter V-1.1, r. 13) N/A Regulation 45-108 respecting Crowdfunding (chapter V-1.1, r. 21.02) An issuer filing or delivering a document pursuant to section 15, section 16 or section 17 An issuer filing an application for an exemption pursuant to section 44 Regulation 52-107 respecting Acceptable Accounting Principles and Auditing Standards (chapter V-1.1, r. 25) An issuer filing an application for an exemption pursuant to section 5.1(1)
5 Column A Column B National and multilateral instruments pursuant to which documents must not be filed or delivered through the [Renewed System] Exceptions: Filers who must file or deliver the document through the [Renewed System] National Instrument 55-102, System for Electronic Disclosure by Insiders (SEDI) (chapter V-1.1, r. 30) An issuer filing an application for an exemption pursuant to section 6.1(1) Regulation 55-104 respecting Insider Reporting Requirements and Exemptions (chapter V-1.1, r. 31) An issuer filing an application for an exemption pursuant to section 10.1(1) Multilateral Instrument 91-101 Derivatives: Product Determination N/A Regulation 91-102 respecting Prohibition of Binary Options (chapter I-14.01, r. 1.01) N/A Regulation 91-506 respecting Derivatives Determination (chapter I-14.01, r. 0.1) N/A Regulation 91-507 respecting Trade Repositories and Derivatives Data Reporting (chapter I-14.01, r. 1.1) N/A Regulation 94-101 respecting Mandatory Central Counterparty Clearing of Derivatives (chapter I-14.01, r. 0.01) N/A Regulation 94-102 respecting Derivatives: Customer Clearing and Protection of Customer Collateral and Positions (chapter I-14.01, r. 0.001) N/A Multilateral Instrument 96-101 Trade Repositories and Derivatives Data Reporting N/A
6 Column A Column B British Columbia securities legislation pursuant to which documents must not be filed or delivered through the [Renewed System] Exceptions: Filers who must file or deliver the document through the [Renewed System] Designation orders – section 3.2 of the Securities Act (R.S.B.C. 1996, c. 418) A person filing an application for an order that a person or a person within a class of persons is a mutual fund, a non-redeemable investment fund or a reporting issuer Self Regulatory Bodies, Exchanges, Quotation and Trade Reporting Systems and Clearing Agencies (Part 4) – sections 23- 33 of the Securities Act N/A Further information (Part 5) – section 38 of the Securities Act N/A Surrender of registration (Part 5) – section 41 of the Securities Act N/A Exemption order by commission or executive director (Part 6) – section 48 of the Securities Act N/A Trading in Exchange Contracts (Part 8) – sections 58 – 60 of the Securities Act N/A Exemption order by commission or executive director (Part 12) – section 91 of the Securities Act An issuer filing an application for an exemption from the insider reporting requirements, and all documents in relation to the exemption Exemptions (Part 15) – section 130 of the Securities Act N/A Filing and inspection of records (Part 20) – section 169 of the Securities Act An issuer filing an application pursuant to section 169 Discretion to revoke or vary decision (Part 20) – section 171 of the Securities Act An issuer filing an application pursuant to section 171 Administrative powers respecting commission rules (Part 20) – section 187 of the Securities Act An issuer filing an application pursuant to section 187
7 Column A Column B Alberta securities legislation pursuant to which documents must not be filed or delivered through the [Renewed System] Exceptions: Filers who must file or deliver the document through the [Renewed System] Form 4 Report by a Registered Owner of Securities Beneficially Owned by an Insider Under Section 183 of the Securities Act – section 17 of Alberta Securities Commission Rules (General) N/A Designation orders – section 10 of the Securities Act (RSA 2000, c. S-4) An issuer filing an application pursuant to section 10 Regulation, Recognition and Designation of Entities and Benchmarks – Part 4 of the Securities Act N/A Surrender of registration – section 78 of the Securities Act N/A Further Information – section 82 of the Securities Act N/A Trading in Securities and Derivatives Generally – Part 7 of the Securities Act N/A Discretionary exemptions – section 144 of the Securities Act A person filing an application for relief from the prospectus requirement Applications to the Commission – section 179 of the Securities Act An issuer filing an application pursuant to section 179 General Exemption – section 213 of the Securities Act An issuer filing an application pursuant to section 213 Revoke or vary decisions – section 214 of the Securities Act An issuer filing an application pursuant to section 214 Filing and confidentiality – section 221 of the Securities Act An issuer filing an application pursuant to section 221 Alberta Securities Commission Rule 13-501 Fees An issuer filing any of the following: • Form 13-501F1 Class 1 Reporting Issuers and Class 3B Reporting Issuers – Participation Fee • Form 13-501F2 Class 2 Reporting Issuers – Participation Fee • Form 13-501F3 Adjustment of Fee Payment for Class 2 Reporting Issuer • Form 13-501F4 Class 3A Reporting Issuers – Participation Fee • Form 13-501F6 Subsidiary Exemption Notice
8 Column A Column B Alberta securities legislation pursuant to which documents must not be filed or delivered through the [Renewed System] Exceptions: Filers who must file or deliver the document through the [Renewed System] Alberta Securities Commission Rule 91-504 Strip Bonds A person other than a registrant filing an application pursuant to Alberta Securities Commission Rule 91-504 Compensation fund or contingency trust fund – section 6 of Alberta Securities Commission Rules (General) N/A Trading in Securities and Derivatives Generally – Part 4 of Alberta Securities Commission Rules (General) N/A
9 Column A Column B Saskatchewan securities legislation pursuant to which documents must not be filed or delivered through the [Renewed System] Exceptions: Filers who must file or deliver the document through the [Renewed System] Designation – section 11.1 of The Securities Act, 1988 (SS 1988- 89, c S-42.2) N/A Recognition of Entities (Part V) – sections 21-25 of The Securities Act, 1988 N/A Designation of Entities (Part V.1) of The Securities Act, 1988 N/A Voluntary surrender of registration – section 29 of The Securities Act, 1988 N/A Trading in Securities and Derivatives (Part IX) of The Securities Act, 1988 N/A Saskatchewan General Ruling/Order 91-906 Strip Bonds N/A
10 Column A Column B Manitoba securities legislation pursuant to which documents must not be filed or delivered through the [Renewed System] Exceptions: Filers who must file or deliver the document through the [Renewed System] Exemption by commission - section 20 of the Securities Act (C.C.S.M. c.S50) An issuer filing an application pursuant to section 20 Self-regulatory organizations (Part IV.1) – sections 31.1, 31.3 and 31.4 of the Securities Act N/A Trade repositories and clearing agencies (Part IV.2) – sections 31.6, 31.11 and 31.12 of the Securities Act N/A Trading in derivatives (Part VIII.1) – section 79.1 of the Securities Act N/A Designating a person or company as an insider - section 108.1 of the Securities Act A person or company filing an application for an order that an issuer or class of issuers is, or is not, a mutual fund or a non-redeemable investment fund Exemption and extension orders section 116 of the Securities Act An issuer filing an application pursuant to section 116 Audit oversight bodies (Part XX) – sections 204 and 206 of the Securities Act N/A
11 Column A Column B Ontario securities legislation pursuant to which documents must not be filed or delivered through the [Renewed System] Exceptions: Filers who must file or deliver the document through the [Renewed System] Relieving orders – subsection 1(10) of the Securities Act (R.S.O. 1990, c S.5) An issuer filing an application for an order pursuant to subsection 1(10) Designation – subsection 1(11) of the Securities Act An issuer filing an application for an order pursuant to subsection 1(11) Exchanges, alternative trading systems, self-regulatory organizations, clearing agencies, quotation and trade reporting systems, information processors – Part VIII of the Securities Act N/A Designated rating organizations – section 22 of the Securities Act N/A Voluntary surrender of registration – section 30 of the Securities Act N/A Further information – section 33.1 of the Securities Act N/A Disclosure of trade information to the Commission – subsection 36(2) of the Securities Act N/A Exemption order – subsection 74(1) of the Securities Act A person or company filing an application for relief from the prospectus requirement Insider reporting – section 107 of the Securities Act N/A Report of transfer by insider – section 109 of the Securities Act N/A Filing in other jurisdictions – section 121 of the Securities Act An issuer filing an application pursuant to section 121 Filing and inspection of material – section 140 of the Securities Act An issuer filing an application pursuant to section 140 Revocation or variation of decision – section 144 of the Securities Act An issuer filing an application pursuant to section 144 Exemption – section 147 of the Securities Act An issuer filing an application pursuant to section 147 Ontario Securities Commission Rule 11-501 Electronic Delivery of Documents to the Ontario Securities Commission N/A
12 Column A Column B Ontario securities legislation pursuant to which documents must not be filed or delivered through the [Renewed System] Exceptions: Filers who must file or deliver the document through the [Renewed System] Ontario Securities Commission Rule 13-502 Fees An issuer filing any of the following: • Form 13-502F1 Class 1 and Class 3B Reporting Issuers – Participation Fee • Form 13-502F2 Class 2 Reporting Issuers – Participation Fee • Form 13-502F2A Adjustment of Fee for Class 2 Reporting Issuers • Form 13-502F3A Class 3A Reporting Issuers – Participation Fee • Form 13-502F6 Subsidiary Exemption Notice • an application pursuant to section 8.1 Ontario Securities Commission Rule 31-505 Conditions of Registration N/A Multilateral Instrument 32-102 Registration Exemptions for NonResident Investment Fund Managers N/A Ontario Securities Commission Rule 32-501 Direct Purchase Plans N/A Ontario Securities Commission Rule 32-505 Conditional Exemption from Registration for United States Broker-Dealers and Advisers Servicing U.S. Clients from Ontario N/A Ontario Securities Commission Rule 35-502 Non-Resident Advisers An issuer filing an application pursuant to Ontario Securities Commission Rule 35-502 Ontario Securities Commission Rule 91-501 Strip Bonds A person or company other than a registrant filing an application pursuant to Ontario Securities Commission Rule 91-501 Ontario Securities Commission Rule 91-502 Trades in Recognized Options N/A Ontario Securities Commission Rule 91-507 Trade Repositories and Derivatives Data Reporting N/A
13 Column A Column B Québec securities legislation pursuant to which documents must not be filed or delivered through the [Renewed System] Exceptions: Filers who must file or deliver the document through the [Renewed System] Surrender of registration – section 153 of the Securities Act (CQLR, chapter V-1.1) N/A Self-Regulatory Organizations, Securities Exchange or Clearing Activities, Credit rating Organization, Benchmarks and Benchmark Administrators – sections 169 to 186.6 of the Securities Act N/A Exemption order by the Autorité des marchés financiers – section 263 of the Securities Act An issuer filing an application for an exemption A person filing an application for an exemption from the prospectus requirement Designation – section 272.2 of the Securities Act A person filing an application to be designated a non-redeemable investment fund, a mutual fund or a reporting issuer Derivatives Act (CQLR, chapter I-14.01) N/A An Act Respecting the Regulation of the Financial Sector (CQLR, chapter A-33.2) N/A
14 Column A Column B New Brunswick securities legislation pursuant to which documents must not be filed or delivered through the [Renewed System] Exceptions: Filers who must file or deliver the document through the [Renewed System] Securities Act (S.N.B. 2004, c. S-5.5): • Part 1 Designation Orders, s. 1.1 • Part 3 Self-Regulatory Organization and Other Regulated Entities, s. 35 - Recognition • Part 3 Self-Regulatory Organization and Other Regulated Entities, s. 40 – Voluntary Surrender • Part 3.1 Credit Rating Organizations, s. 44.1(1) – Designation • Part 4 Registration, s. 50 – Further Information • Part 4 Registration, s. 51(1) – Surrender of Registration • Part 5 Trading in Securities of Derivatives Generally, s. 68(1) – Submission of advertising and sales literature • Part 10 Insider Trading and Self-Dealing, s.135 – Insider Reporting • Part 14 Enforcement, s. 181.1(1) – Compensation for financial losses • All applications for an exemption from the requirements under the Securities Act An issuer must file or deliver through the [Renewed System]
15 Column A Column B Nova Scotia securities legislation pursuant to which documents must not be filed or delivered through the [Renewed System] Exceptions: Filers who must file or deliver the document through the [Renewed System] Recognition of self-regulatory organizations – section 30 of the Securities Act (R.S.N.S. 1989, c. 418), as amended N/A Designation – section 30 A of the Securities Act, as amended A person filing an application pursuant to section 30 A to be designated a mutual fund, nonredeemable investment fund or reporting issuer Designation of credit rating agencies – sections 30 EA and 30 F of the Securities Act, as amended N/A Recognition of exchanges, quotation and trade reporting systems, clearing agencies, derivatives trading facilities, and derivative trade repositories – section 30 I of the Securities Act, as amended N/A Designation of benchmarks and benchmark administrators – sections 30 N and 30 O of the Securities Act, as amended N/A Voluntary surrender or suspension of registration –section 33 of the Securities Act, as amended N/A Discretionary exemptions – section 79 of the Securities Act, as amended A person filing an application for relief from the prospectus requirement Commission orders – section 98 of the Securities Act, as amended An issuer filing an application pursuant to section 98 Relieving orders – section 121 of the Securities Act, as amended An issuer filing an application pursuant to section 121 Filing and confidentiality – subsection 148(2) of the Securities Act, as amended An issuer filing an application pursuant to subsection 148(2) Discretionary exemptions – section 151A of the Securities Act, as amended An issuer filing an application pursuant to section 151A Exemption Order – section 128 of the Securities Act, as amended An issuer filing an application pursuant to section 128 Revocation or variation of a decision – section 151 of the Securities Act, as amended An issuer filing an application pursuant to section 151
16 Column A Column B Prince Edward Island securities legislation pursuant to which documents must not be filed or delivered through the [Renewed System] Exceptions: Filers who must file or deliver the document through the [Renewed System] Recognition orders – sections 72 and 73 of the Securities Act (R.S.P.E.I., 1988, c. S-3.1) N/A Designation orders – sections 6 and 71 of the Securities Act N/A Authorization orders – section 76 of the Securities Act N/A Exemption orders – section 16 of the Securities Act N/A Superintendent orders – subsection 15(1) of the Securities Act N/A Insider filings – subsection 104(2) and section 105 of the Securities Act N/A Exchanges and quotation and trade reporting systems – section 70 of the Securities Act N/A
17 Column A Column B Newfoundland and Labrador securities legislation pursuant to which documents must not be filed or delivered through the [Renewed System] Exceptions: Filers who must file or deliver the document through the [Renewed System] Trading in Securities Generally – Part XII of the Securities Act (R.S.N.L., 1990, S-13) N/A Exemptions from Registration Requirements – Part XI of the Securities Act A person filing an application for relief from the prospectus requirement Exemption – section 142.1 of the Securities Act An issuer filing an application pursuant to section 142.1 Surrender of registration – section 28 of the Securities Act N/A Self-regulation – Part VIII of the Securities Act N/A Investigations and Examinations – Part VI of the Securities Act N/A Applications to superintendent – section 93 of the Securities Act An issuer filing an application pursuant to section 93 Further information – section 32 of the Securities Act N/A Filing and inspection of material – section 140 of the Securities Act An issuer filing an application pursuant to section 140
18 Column A Column B Yukon securities legislation pursuant to which documents must not be filed or delivered through the [Renewed System] Exceptions: Filers who must file or deliver the document through the [Renewed System] Recognition orders – sections 72 and 73 of the Securities Act (S.Y. 2007, c. 16) N/A Designation orders – sections 6 and 71 of the Securities Act N/A Authorization orders – section 76 of the Securities Act N/A Exemption orders – section 16 of the Securities Act N/A Superintendent orders – subsection 15(1) of the Securities Act N/A Designation of credit rating organizations – section 83.1 of the Securities Act N/A Insider filings – subsection 104(2) and section 105 of the Securities Act N/A Exchanges and quotation and trade reporting systems – section 70 of the Securities Act N/A
19 Column A Column B Nunavut securities legislation pursuant to which documents must not be filed or delivered through the [Renewed System] Exceptions: Filers who must file or deliver the document through the [Renewed System] Recognition orders – sections 72 and 73 of the Securities Act (S. Nu 2008, c. 12) N/A Designation orders – sections 6 and 71 of the Securities Act N/A Authorization orders – section 76 of the Securities Act N/A Exemption orders – section 16 of the Securities Act N/A Superintendent orders – subsection 15(1) of the Securities Act N/A Designation of credit rating organizations – section 83.1 of the Securities Act N/A Insider filings – subsection 104(2) and section 105 of the Securities Act N/A
20 Column A Column B Northwest Territories securities legislation pursuant to which documents must not be filed or delivered through the [Renewed System] Exceptions: Filers who must file or deliver the document through the [Renewed System] Recognition orders – sections 72 and 73 of the Securities Act (S.N.W.T. 2008, c. 10) N/A Designation orders – sections 6 and 71 of the Securities Act N/A Authorization orders – section 76 of the Securities Act N/A Exemption orders – section 16 of the Securities Act N/A Superintendent orders – subsection 15(1) of the Securities Act N/A Designation of credit rating organizations – section 83.1 of the Securities Act N/A Insider filings – subsection 104(2) and section 105 of the Securities Act N/A Exchanges and quotation and trade reporting systems – section 70 of the Securities Act N/A