Continuous Disclosure Obligations

In accordance with National Instrument 51-102 Continuous Disclosure Obligations, high-quality financial reporting is required from companies that are reporting issuers in Nova Scotia.

The NSSC conducts regular reviews of financial statements which is separate from its review of offering documents. The aimed is to review information that companies provide on an ongoing basis.

The NSSC conducts reviews of current disclosure documents including:

  • Filing of financial statements
  • Management discussion and analysis
  • Annual information forms
  • Business acquisition reports
  • Material change reports, proxy solicitation and information circulars

NSSC staff identify recurring and significant deficiencies to ensure that companies and their professional advisors resolve any issues that arise.

Many of these requirements are set out in the following rules:

  • National Instrument 51-102 Continuous Disclosure Obligations sets out the obligations for ongoing filing and disclosure requirements.
  • National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency sets out the accounting principles and auditing standards that apply to financial statements filed.
  • National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings sets out certification requirements for reporting issuers other than investment funds.
  • National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers outlines exemptions for certain foreign issuers from most continuous disclosure requirements and certain other requirements.

Community Economic Investment Funds (CEDIFs):

Continuous Disclosure FAQs

Venture Issuer:

The disclosure requirements for venture issuers differ from those of other issuers. The definition of a venture issuer can be found in National Instrument 51-102 Continuous Disclosure Obligations. The most significant difference is that venture issuers have longer filing deadlines for annual and interim financial statements and business acquisition reports. In addition, a venture issuer is not required to file an Annual Information Form under Form 51-102F2, and can file a basic certificate under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings.