OSC amends NI 51-102: issuers can skip mailed financial statements
Issuers with a website face an added step: post the statements themselves, or a direct hyperlink to the SEDAR+ filing, within two calendar days, along with a similar notice explaining the switch and how to request paper copies. That requirement comes from new section 4.5.4.
Issuers using the model also have to disclose the change prominently, either in their proxy materials, in a notice-and-access notice, or in a separate document sent alongside those materials, under new section 4.5.3. In exchange, amended section 4.6 exempts them from the instrument’s existing requirement to send an annual request form to securityholders, for annual statements and interim reports, respectively.
Two related instruments move in step with NI 51-102. OSC Rule 51-801 gains a new section 3.5.1, exempting compliant issuers from the delivery requirement in section 79 of the Ontario Securities Act. Companion Policy 51-102CP picks up guidance confirming the model is optional, that issuers can adopt it for annual statements, interim reports, or both, and that any securityholder who requests a copy after the notice must still receive it by the delivery deadline set out in the instrument. The companion policy also encourages issuers to list a physical address, email address, and phone number as contact information in their notices.
The NI 51-102 amendments take effect September 22, 2026. In Saskatchewan, if the instrument is filed with the Registrar of Regulations after that date, it takes effect on the day it’s filed instead. The related changes to OSC Rule 51-801 and Companion Policy 51-102CP take effect the same day.
The full text of the OSC’s amendments to National Instrument 51-102 Continuous Disclosure Obligations, OSC Rule 51-801, and Companion Policy 51-102CP is available at https://www.osc.ca/en/securities-law/instruments-rules-policies/5/51-102/amendments-national-instrument-51-102-continuous-disclosure-obligations-3.
