11-202 - Process for Prospectus Review in Multiple Jurisdictions (National Policy)

11-202 - Process for Prospectus Review in Multiple Jurisdictions (National Policy)

• Instrument
• Amendments to the Instrument

Instrument

National Policy 11-202 Process for Prospectus Review in Multiple Jurisdictions

This policy sets out the processes for the filing and review of prospectuses in multiple jurisdictions and included interfaces for market participants in passport applications to gain access to the Ontario Markets.

11_202_np_march_17_08.pdf

Amendments to the Instrument

Forthcoming Amendments to National Policy 11-202 and CSA Notice

The Amendments introduce an expedited shelf prospectus regime for well-known seasoned issuers (WKSIs) in Canada. Specifically, the Amendments permit issuers that satisfy the qualification criteria and certain conditions to:

• file a final base shelf prospectus and be deemed to receive a receipt for that prospectus without first filing a preliminary base shelf prospectus or undergoing any regulatory review,
• omit certain disclosure from the base shelf prospectus (for example, the aggregate dollar amount of securities that may be raised under the prospectus), and
• benefit from receipt effectiveness for a period of 37 months from the date of its deemed issuance, subject to the requirement for the issuer to reassess its qualification to use the WKSI regime annually.

The Amendments are intended to foster capital formation by WKSIs in the Canadian public markets. Eligible reporting issuers will have more flexibility in structuring a base shelf prospectus offering, have improved certainty regarding transaction timing and be permitted to forgo certain requirements that do not, in this context, provide meaningful disclosure to investors. The Amendments will also more closely align the timing of Canadian prospectus filings with those applicable in the United States (U.S.) and better facilitate cross-border offerings.

The Amendments come into force on November 28, 2025, or on the day it is filed with the Registrar of Regulations.

CSA_Notice_with_Annex_D_Changes_to_NP_11_202_August_28_2025.pdf

 

Amendments to National Policy 11-202

Effective Date: June 9, 2023. In Saskatchewan: June 9, 2023.

11_202_np_amendments_march_3_2023.pdf

 

Amendments to National Policy 11-202

Effective Date: January 6, 2022. In Saskatchewan: February 8, 2022.

11_202_np_amendments_october_7_2021.pdf

 

Amendments to National Policy 11-202

Effective Date: September 28, 2009. In Saskatchewan: September 28, 2009.

11_202_np_amendments_september_28_2009.pdf