Canadian Securities Administrators Propose Significant Increases to SEDAR+ System Fees Beginning in Late 2025
The Canadian Securities Administrators (the “CSA”) published a notice and request for comment related to proposed amendments to Multilateral Instrument 13-102 – System Fees (“MI 13-102”) on November 21, 2024. The comment period is ninety days, running through February 19, 2025. The publication can be accessed here.
Proposed Amendments to MI 13-102 and Overall Impacts
SEDAR+ and NRD filers should take note that the proposed amendments to the system fee regime will bring significant increases to system fees for all types of filings (including system fees for annual disclosure document filings). Fees are set to increase annually on November 30th for the next five years, beginning in November 2025. The initial increase will be the most substantial, with all fee types set to increase by approximately 60% on November 30, 2025. Subsequent annual increases through 2029 will be approximately 3-4% per year, with aggregate increases across all fee types, in each case, as compared to the current fee regime being equal to approximately 65% in 2026, approximately 70% in 2027, approximately 75% in 2028 and, finally, approximately 80% in 2029. Included below are charts that detail yearly increases in Canadian dollar amounts and percentages for different fee types as compared to the current system’s fee structure.
While the increases are considerable, the CSA posits that the proposed system fee increases will result in less than a $2,500 overall cost increase for 95% of filers and less than $1,000 for 85% of filers in the first year.
Applicable Jurisdictions for Proposed Amendments
The proposed amendments will apply across all CSA jurisdictions whose regulators participate in MI 13-102 except British Columbia, being: Ontario, Quebec, Alberta, Saskatchewan, Manitoba, New Brunswick and Nova Scotia. The British Columbia Securities Commission is awaiting the government approvals necessary to publish the proposed amendments and changes for comment. While the Manitoba Securities Commission is not a MI 13-102 participant, it is expected that Manitoba will also track the proposed amendments through to corresponding changes to its equivalent regulation through which it participates in the current system fee regime.
CSA Basis for Proposed Amendments to MI 13-102
System fees are set on a cost-recovery basis and the CSA has indicated that the proposed increases are necessary to ensure sufficient funding to operate their national systems over the next five years, including increased costs associated with the introduction and operation of SEDAR+. The current flat fee structure is maintained without introducing any new fees.
The CSA also indicated that annual system fee revenues have been reduced by 18% in 2024, the first full year that the current system fee regime has been in place, and are lower overall as compared to 2013.
Background on the Current System Fee Regime
The current system fee regime came into place in July 2023 concurrent with the launch of SEDAR+, with the aim of simplifying the prior regime that included certain fees subject to variation depending on the number of jurisdictions in which the filing was made and certain attributes of the filer. Now, filers pay flat rates per fee type solely to their principal regulator. A filer’s principal regulator is determined through the passport system set out in Multilateral Instrument 11-102 – Passport System which, in the first instance, often points filers to the regulator in the jurisdiction of its head office as its principal regulator. The payment of system fees for filers who are reporting issuers are made through SEDAR+ and the payment of system fees for filers who are registrants are currently made through NRD.
System Fees for Filings:
Annual System Fees:
[1] International firms relying on these exemptions in Canada are not yet required to file their annual notice of reliance on SEDAR+. Listed fees are not currently applicable and will only become applicable when filing of an annual notice of reliance on SEDAR+ becomes required.
[2] Regardless of whether the applicable long form prospectus relates to the distribution of the securities of one or more than one investment fund.
[3] Regardless of whether the applicable simplified prospectus relates to the distribution of the securities of one or more than one investment fund.