Nick Wright, BA JD MBA LLM (Tax)

Wright Business Law

SEDAR+, launched by the Canadian Securities Administrators (CSA) in July 2023, replaced the legacy SEDAR system and now serves as the primary electronic filing platform for issuer disclosure and exempt market filings in Canada. While private issuers historically interacted with securities regulators mainly through exempt market filings, the transition to SEDAR+ centralized those filings within the same platform used by reporting issuers. Reports of Exempt Distribution (Form 45-106F1) are filed through SEDAR+ across participating CSA jurisdictions, with Québec maintaining certain separate administrative processes through the AMF.

For private issuers, SEDAR+ introduces new onboarding steps, filing categorizations, fee assessments, and compliance expectations. It is not simply a technical portal change. It materially alters the workflow for exempt market filings, multi-jurisdiction distributions, and interaction with provincial regulators. This article provides a detailed legal and operational analysis of when filings must be made through SEDAR+, how the system interacts with the exempt market regime, and what private issuers and fund sponsors must do to avoid costly errors.

Regulatory Framework & Sources of Law

The authority for SEDAR+ comes from National Instrument 13-103 ‘System for Electronic Data Analysis and Retrieval + (SEDAR+)’, together with related local implementation rules and blanket orders in each province. NI 13-103 mandates the use of SEDAR+ for many filings with securities regulators, including Form 45-106F1 reports.

SEDAR+ also interfaces with NI 45-106, NI 31-103, and NI 81-106. For example, multi-jurisdiction Form 45-106F1 filings must be routed through SEDAR+ to the applicable provinces. Additional guidance has been provided through Q&As issued by local regulators, though these vary in formality and availability.

The policy rationale behind SEDAR+ is threefold: streamline filings across provincial borders, improve regulator access to exempt market data, and increase auditability of issuer submissions. Regulators now have real-time visibility into exempt distributions, issuer profiles, and cross-province activity, significantly enhancing their ability to identify trends and potential compliance risks.

Definitions & Thresholds

NI 13-103 defines “SEDAR+ filing” broadly to include any document required by securities legislation to be filed with a regulator electronically. For private issuers, the primary SEDAR+ filings are:

Form 45-106F1 Reports of Exempt Distribution; and

Filings associated with certain prospectus exemptions, such as documents required to be filed under the OM exemption in NI 45-106, s. 2.9. 

SEDAR+ requires issuers to establish an “issuer profile,” including legal name, business address, NAICS code, incorporation details, and reporting status, all of which become part of the public or regulator-visible record. Errors in these fields can cause long-term issues, especially if an issuer transitions to reporting issuer status or conducts cross-border offerings.

Application in Practice

Fund sponsors must first onboard onto SEDAR+ by creating an issuer profile. This involves organizational verification and linking to a filing agent or internal compliance staff. Once the profile is approved, the issuer gains access to filing categories for exempt distributions.

A core practical task is filing Form 45-106F1. Under the SEDAR+ workflow, the filer selects “Exempt Market Reporting,” identifies the relevant exemption category under NI 45-106, uploads the completed form, and pays the filing fee. Fees vary across jurisdictions and, at the time of writing, range from no fee for some provinces to $350 per filing for Ontario.

One of the operational challenges is that SEDAR+ performs validation checks that legacy systems did not. These checks verify fields such as postal codes, investor categories, jurisdiction codes, and corporate identifiers. Deficiencies produce error messages that must be resolved before submission, often requiring a return to issuer onboarding data or subscription records.

Filing deadlines remain unchanged. Form 45-106F1 must be submitted within 10 days of each distribution, which in practice usually corresponds to each closing. However, SEDAR+ adds complexity because the system may experience delays or require resolution of profile-level issues before accepting filings. As a result, issuers should not leave filings to the last day.

Another key issue is record-integrity. SEDAR+ filings become part of the issuer’s permanent profile. If the issuer later becomes a reporting issuer, all exempt distribution filings remain visible to regulators and may inform future disclosure reviews or compliance audits.

Grey Areas & Regulator Focus

One grey area involves determining whether a filing must be made through SEDAR+ or a local portal. While NI 13-103 sets the baseline, local rules occasionally override it. In Ontario, for example, certain filings must still be done via the OSC portal, including in relation to NI 31-103 registration obligations.

Regulators are also focusing on data quality. CSA members have stated informally that one of the main purposes of SEDAR+ is to improve the accuracy of exempt market data. This means issuers submitting incomplete, inconsistent, or implausible information, such as exempt investor category mismatches, incorrect beneficial ownership fields, or incoherent NAICS codes, could be followed up with.

Cross-jurisdiction distributions require careful consistency in the Form 45-106F1 report. Even though the report is filed once through SEDAR+, the filing records purchaser residence and the exemption relied upon for each purchaser. Securities regulators can review the filing across all participating jurisdictions and assess whether the distribution details are internally consistent.

If a purchaser is recorded under different exemption categories for the same closing, the discrepancy may attract regulatory attention. Inconsistent reporting can lead regulators to question the basis for the exemption relied upon, the adequacy of the issuer’s investor qualification process, and whether any dealer involved complied with registration and suitability obligations.

Finally, regulators may scrutinise administrative failures such as duplicate profiles, inaccurate issuer names, or inconsistent entity identifiers. SEDAR+ makes these defects far more visible than legacy systems did.

Interactions with Adjacent Regimes

The SEDAR+ environment intersects with numerous other securities law frameworks. Under NI 31-103, regulators assess dealer registration compliance partly based on exempt market filings. SEDAR+ provides enhanced visibility into the volume and type of investors solicited by an issuer, which may influence regulator views on whether the issuer is in the business of trading.

Issuers filing exemptive relief applications under local securities laws must also use SEDAR+, and the quality of their issuer profile may impact the speed of review.

Tax structuring is indirectly affected. For example, multi-entity fund structures (master-feeder, parallel funds, investment vehicles) must ensure SEDAR+ issuer profiles are consistent with legal structuring documents. Mismatches can complicate filings, cross-border reporting, and investor communications.

Illustrative Scenarios

Consider a private equity fund conducting a national offering to investors resident in British Columbia, Alberta, and Ontario. The issuer files a single Form 45-106F1 through SEDAR+, selecting each purchaser jurisdiction within the report. Although the system centralizes the filing, the issuer must still ensure that purchaser residency, exemption categories, and fee allocations for each jurisdiction are entered accurately. Errors in purchaser jurisdiction coding or exemption classification can lead to inconsistencies visible to multiple regulators reviewing the same filing.

In another scenario, a real estate development fund sells securities to investors in several provinces, including Québec. The report is still submitted through SEDAR+, but the issuer must ensure that Québec purchasers are properly identified and that the applicable Québec filing fees are satisfied. If the issuer fails to include Québec as a purchaser jurisdiction or incorrectly records a purchaser’s residence, the filing may be incomplete for Québec purposes and may require amendment.

In a third scenario, a venture fund establishes two parallel entities to accommodate different investor tax preferences. Each entity is a separate issuer and therefore requires its own issuer profile in SEDAR+. If the sponsor mistakenly files the distribution for both entities under a single issuer profile, the filing may misstate the identity of the issuer and the securities distributed. Regulators reviewing the filing history in SEDAR+ may require corrective amendments and could treat the error as a misreporting issue.

Compliance Checklist 

• Complete onboarding in SEDAR+ well before the first closing.
• Confirm that the issuer profile is accurate. This includes the legal name of the issuer, corporate details, NAICS classification, and reporting issuer status.
• Align subscription agreements, investor questionnaires, and onboarding forms with the data fields required for Form 45-106F1 to reduce the risk of inconsistent reporting.
• When a closing is anticipated, create a draft Form 45-106F1 in SEDAR+ and complete the issuer and distribution information in advance. After the closing, finalize the purchaser schedule, confirm the distribution date, run the system validation checks, and submit the filing within the 10-day deadline.
• After submitting the report and paying the applicable fees, retain the SEDAR+ confirmation and reconcile the filing against the fund’s internal distribution ledger.
• Maintain internal records identifying purchaser jurisdictions.
• Conduct periodic internal reviews of filed reports to confirm consistency across filings and to ensure the issuer profile in SEDAR+ remains current.

What’s Changing

CSA members have indicated that work continues on refining NI 13-103 and expanding the capabilities of SEDAR+. Current regulatory commentary refers generally to further system enhancements, including additional validation controls and improvements to the structure and usability of electronic filings. The objective is to improve the quality and consistency of information submitted through the system, including exempt market filings such as Form 45-106F1. Public materials do not yet describe specific amendments to the form or detailed functionality changes.

The CSA has also signalled that operational aspects of the system may continue to evolve, including potential adjustments to filing fee administration and issuer profile requirements within SEDAR+. These discussions appear directed at aligning the electronic filing framework with the volume and characteristics of exempt market activity.

System reliability remains an ongoing regulatory priority. Securities regulators have acknowledged operational issues following the launch of SEDAR+ and have indicated that further technical improvements to portal stability and user interface design are being implemented. For private issuers and fund sponsors, incremental changes to the system may affect filing procedures and internal compliance workflows over time.

Conclusion & Next Steps

SEDAR+ represents a significant regulatory and operational shift for private issuers and fund sponsors. It centralises filings, increases transparency, and enhances regulator visibility into the exempt market. While the core legal obligations under NI 45-106 and related regimes remain unchanged, SEDAR+ imposes new procedural requirements and higher expectations around data quality, timeliness, and consistency. Private issuers raising capital across multiple provinces must develop disciplined processes for onboarding, preparing, verifying, and submitting filings across SEDAR+ and, when applicable, the OSC portal. As SEDAR+ continues to evolve, fund sponsors should revisit their compliance infrastructure to ensure it aligns with current rules and anticipated reforms.

Book a Consultation

If you are forming, restructuring, or operating a private investment fund in Canada, contact us to schedule an initial consultation with Nick Wright.