CSA Implements "Access Equals Delivery" Model for Financial Statements (NI 51-102)

Effective September 22, 2026, the CSA's final amendments to NI 51-102 will allow non-investment fund reporting issuers to satisfy financial statement delivery obligations electronically via SEDAR+ and a news release.

Executive Summary

On June 25, 2026, the Canadian Securities Administrators (CSA) published final amendments to National Instrument 51-102 and NI 54-101, establishing a voluntary "access equals delivery" (AED) model for reporting issuers' financial statements and related MD&A. Subject to ministerial approval, the amendments will come into force on September 22, 2026, permitting issuers to satisfy delivery obligations electronically rather than through physical mailing. For corporate secretaries and securities counsel, this provides meaningful operational and cost-saving relief, but transitioning to the new model requires strict adherence to advance-notice requirements and careful navigation of overlapping corporate law mandates.

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What Happened

The CSA's final amendments to NI 51-102 (Continuous Disclosure Obligations) and NI 54-101 formally implement a voluntary AED model for non-investment fund reporting issuers. Subject to ministerial approval, the rules take effect September 22, 2026. Under the AED model, issuers can satisfy their securities law obligations to deliver annual financial statements, interim financial reports, and related MD&A by meeting the following conditions:

1. Filing the applicable documents on SEDAR+.
   
2. Issuing and filing a news release on SEDAR+ within one calendar day announcing that the documents are electronically accessible and explaining how to request paper copies.
   
3. Posting the documents, or a direct SEDAR+ hyperlink, on the issuer's website within two calendar days.

In practice: an issuer using this model no longer needs to physically print and mail its financial statements. Instead, it posts the documents online, files them with the regulator, and puts out a public notice pointing investors to where they can find them, all on a tight, defined timeline.

Crucially, an issuer that did not provide electronic access under the AED model in the immediately preceding financial period, whether because it is using the model for the first time or resuming use after a gap, must issue and file an advance news release on SEDAR+ at least 25 calendar days before its first post-filing news release under the model.

In practice: this isn't just a one-time hurdle for brand-new adopters. An issuer that used the model before, stopped for a period, and wants to start again also has to give this 25-day advance warning. Legal and disclosure teams should build this lead time into their filing calendar every time the model is picked back up, not just the first time it's used.

Securityholders retain the right to request electronic or paper copies of the documents free of charge, and the issuer must fulfill that request within 10 calendar days.

In practice: no investor loses access to a physical copy if they want one. The model shifts the default away from automatic mailing, but any securityholder can still opt back into paper delivery, and the issuer is on a firm clock to provide it once asked.

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Why It Matters for Legal & Compliance

This reform significantly modernizes continuous disclosure workflows, allowing issuers to reduce the administrative burden and environmental footprint of printing and mailing dense financial reports. Three points are worth flagging for legal and compliance teams:

1. Securities law relief doesn't override corporate law obligations.
While the CSA permits electronic access, corporate statutes like the Canada Business Corporations Act (CBCA) or provincial equivalents may still mandate the physical delivery of financial statements to registered shareholders unless specific statutory consent thresholds are met. Critically, this obligation is not uniform across Canada:

Alberta: The Alberta Business Corporations Act (ABCA), amended in 2022, provides that documents required to be sent to shareholders may be sent electronically by default, unless a corporation's own constating documents expressly provide otherwise. ABCA-incorporated issuers are therefore better positioned to realize the full cost and time savings of the AED model without a separate corporate-law delivery obligation standing in the way.

CBCA: Reforms intended to align CBCA delivery requirements with the securities regulators' electronic-access approach have been proposed but require implementing regulations before taking effect. CBCA corporations should confirm current status directly with Corporations Canada before assuming electronic delivery alone satisfies their corporate law obligations.

Other provinces: Absent a provision comparable to Alberta's, corporate statutes generally still require shareholder consent before electronic delivery satisfies a statutory delivery requirement.

In practice: an issuer's jurisdiction of incorporation, not just its securities law status, determines whether adopting the AED model will actually reduce mailing costs, or merely add a new electronic delivery channel on top of an unchanged mailing obligation.

2. The transition requires real lead time, not a same-quarter switch.
Issuers cannot seamlessly transition to the AED model without procedural lead time. The 25-day advance notice requirement means disclosure committees must build the notification into their filing calendars well ahead of quarter-end or year-end reporting deadlines.

In practice: an issuer can't decide a week before its annual filing deadline to start using this model for the first time. The 25-day advance notice has to be planned into the disclosure calendar well in advance, or the issuer simply won't be able to rely on the model for that reporting period.

3. Proxy materials need updated, recurring disclosure language.
Proxy-related materials or notice-and-access notices must be updated to include a prominent annual reminder about the AED model and instructions for requesting physical copies.

In practice: this isn't a one-time disclosure update. Every year an issuer relies on the model, its proxy materials need to remind securityholders that the model is in use and explain how to request a paper copy instead.

Compliance & Risk Insight:
The most strategic implication of this reform is that it changes a securities law default, not the full universe of an issuer's delivery obligations. Legal teams should treat the AED model as one layer of a broader delivery framework that still includes corporate law, constating documents, and contractual arrangements. An issuer that adopts the model without checking these other sources of obligation risks being securities-law compliant while still in breach of a separate corporate law or contractual delivery requirement.

Action Items for Organizations

• Confirm Jurisdiction of Incorporation Before Relying on AED for Cost Savings: Determine whether the issuer's governing corporate statute (e.g., ABCA vs. CBCA vs. other provincial statutes) permits electronic delivery by default, or still requires shareholder consent, before assuming the AED model alone will eliminate physical mailing costs.
  
• Audit Corporate Delivery Mandates: Review governing corporate statutes and the company's constating documents to verify whether separate corporate law delivery requirements compel the physical mailing of financial statements.
  
  
• Update Filing Calendars: Embed the mandatory 25-day advance news release into continuous disclosure workflows, and remember this applies any time the model is being used again after a gap, not only on first adoption.
  
  
• Revise Proxy Templates: Update upcoming proxy-material templates or notice-and-access notices to incorporate the required annual electronic access disclosure language.
  
  
• Maintain Fulfillment Workflows: Ensure internal investor relations or transfer agent workflows can process and fulfill on-demand securityholder requests for paper copies within the required 10-calendar-day window.
  
  

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Disclaimer: This article does not constitute legal advice. Readers should seek legal or tax advice from their professional advisers regarding their specific regulatory and legal obligations.