Stakeholders say the filing break helps Ontario clients tap into global offerings
Ontario's securities regulator has handed firms another 18 months of SEDAR+ filing relief on foreign securities deals.
On February 25, 2026, the Ontario Securities Commission approved OSC Rule 13-513, extending a temporary exemption first introduced on January 21, 2025, under Ontario Instrument 13-512. The exemption, which was set to expire on July 21, 2026, will now remain in effect until January 21, 2028 - provided the Minister of Finance signs off.
The rule was delivered to the Minister on or about April 29, 2026. If the Minister approves it or takes no further action, it will come into force on July 21, 2026.
So what does the exemption actually do? It spares firms from having to transmit a Form 45-106F1 Report of Exempt Distribution - along with any related offering memoranda - through SEDAR+ when they distribute an "eligible foreign security" to a "permitted client," as those terms are defined in the Report of Exempt Distribution. The distribution must meet the conditions laid out in the original OSC Class Order.
There are guardrails, of course. The exemption only applies to issuers that are not reporting issuers in any jurisdiction of Canada and that have not filed a SEDAR+ profile at the time of distribution. The logic is simple: these are offerings that would be expected to primarily happen in a foreign jurisdiction, by a foreign issuer with a limited connection to Canada, and the slice going to a Canadian permitted client would amount to a de minimis distribution here.
Without the exemption, the usual rules apply. Businesses distributing securities under certain prospectus exemptions must file a Report of Exempt Distribution through SEDAR+ within ten days. For investment funds, the deadline is not later than 30 days after the end of the calendar year for exempt distributions.
Firms that do rely on the relief are not entirely off the hook. They still need to file the form of report in Appendix B to the order, in the manner set out in Appendix A. What they skip is the SEDAR+ transmission step.
The OSC said it has heard from a number of stakeholders that the exemption facilitates participation by Ontario permitted clients in global offerings of foreign issuers. The regulator added that the Class Order aims to fulfill the OSC's mandate in a way that protects investors and market integrity while facilitating investment activities by Ontario-based permitted clients.
The legal authority for the extension comes from paragraph 143.11(3)(b) of the Securities Act (Ontario), which allows the commission to extend a class order for up to 18 months.
The full text of the rule is available at https://www.osc.ca/sites/default/files/2026-05/rule_20260507_13-513_13-512_extension_securities-permitted-clients.pdf.
Questions about the rule can be directed to Erin O'Donovan, Associate Vice President of Corporate Finance at the OSC, or Tamara Driscoll, Senior Accountant in Corporate Finance at the commission.
