Filing a prospectus in Ontario

When an individual or a company wants to sell securities to the public in Ontario, it generally must first prepare a prospectus.

If an issuing company is planning to sell securities in more than one province or territory, the issuing company may also need to consider the laws of applicable provinces and territories. For information on the filing and review process for prospectuses in multiple jurisdictions within Canada, see National Policy 11-202 Process for Prospectus Reviews in Multiple Jurisdictions.

On this page, you will find information on how to file the following:

  1. Long-form prospectus
  2. Short-form prospectus
  3. Shelf prospectus
  4. Post-receipt pricing prospectus

You can also learn about cross-border offerings and fees associated with prospectus filings.

Content

If an individual or a company is undertaking an initial offering of its securities (commonly referred to as an initial public offering, or IPO), or is not eligible to use a short-form prospectus, it must use a long-form prospectus.

A long-form prospectus must include:

  • general business and financial information about the company
  • details on the terms of securities being offered and how the company intends to use the proceeds
  • risk factors associated with a purchase of the securities

Specific requirements

The specific requirements and documents needed to file a preliminary long-form prospectus are set out in National Instrument 41-101 General Prospectus Requirements and Form 41-101F1 Information Required in a Prospectus.

Review process

The Ontario Securities Commission (OSC) is generally able to complete an initial review of a preliminary long-form prospectus within 10 business days, at which point staff will typically issue a first comment letter.

For more information on the review procedures for prospectuses, see National Policy 11-202 Process for Prospectus Reviews in Multiple Jurisdictions.

Ongoing requirements

After OSC staff has completed its review of a preliminary prospectus related to an IPO and the company obtains a receipt for its final prospectus, the company becomes a reporting issuer in Ontario and is subject to ongoing disclosure requirements, many of which are set out in National Instrument 51-102 Continuous Disclosure Obligations.

Learn more about ongoing disclosure requirements.

Related legislation and documents

Before preparing your long-form prospectus, we recommend reviewing:

Content

If a company is already a reporting issuer in a Canadian jurisdiction, it may be eligible to use a short-form prospectus. This document allows existing reporting issuers to incorporate certain information into a prospectus by reference, such as its financial statements, annual information form, and other continuous disclosure documents.

Specific requirements

The specific requirements and documents needed to file a preliminary short-form prospectus are set out in National Instrument 44-101 Short-form Prospectus Distributions and Form 44-101F1 Short Form Prospectus.

Review process

The OSC is generally able to complete an initial review of a preliminary short-form prospectus within 3 business days, at which point staff will typically issue a first comment letter. If the OSC determines that the substance of a short-form filing is too complex to review accurately within three days, it may apply the same timeline as in a typical long-form prospectus review.

For more information on the review procedures for prospectuses, see National Policy 11-202 Process for Prospectus Reviews in Multiple Jurisdictions.

Related legislation and documents

Before preparing your short-form prospectus submission, we recommend reviewing:

Content

The required disclosure for a base shelf prospectus is essentially the same as for a short-form prospectus, modified in accordance with National Instrument 44-102 Shelf Distributions.

Specific requirements

Certain information relating to the details of a particular offering may be omitted from a base shelf prospectus, provided it is included in a supplementary document (referred to as a shelf supplement) that is filed and delivered when the actual distribution of securities occurs.

Once approved, the base shelf prospectus allows companies to access the capital markets quickly. They do so by filing a shelf supplement for a specific offering of securities, which is typically not reviewed by regulators.

Review process

The OSC is generally able to complete an initial review of a preliminary base shelf prospectus within 3 business days, at which point staff will typically issue a first comment letter. If the OSC determines that the substance of a base shelf filing is too complex to review accurately within three days, it may apply the same timeline as a typical long-form prospectus review.

Related legislation and documents

Before preparing a base shelf prospectus, we recommend reviewing:

Content

The post-receipt pricing (PREP) procedures allow companies to file a final prospectus that omits pricing and related information. Once pricing is determined, a supplemented PREP prospectus is filed with the OSC and provided to purchasers.

This gives companies greater flexibility in timing an offering to take advantage of market opportunities.

Specific requirements

A PREP prospectus can be based on a long-form or short-form prospectus, as modified by the PREP procedures, which are outlined in detail in National Instrument 44-103 Post-Receipt Pricing.

PREP procedures cannot be used for a rights offering.

Review process

The review process is typically the same as for a long-form or short-form prospectus, as applicable.

Related legislation and documents

PREP prospectuses are regulated by these national instruments and policies:

Content

Specific requirements

National Instrument 71-101 The Multijurisdictional Disclosure System (MJDS) permits eligible U.S. issuers to offer securities in Canada on the basis of disclosure prepared in accordance with U.S. federal securities laws, with certain additional Canadian disclosure.

A public offering of securities of a U.S. issuer may be made under MJDS in either Canada or the United States. The eligibility criteria for U.S. issuers varies depending on the type of security being offered.

To use MJDS, a company must:

  • be incorporated or organized under the laws of the U.S. or any state
  • have a continuous disclosure record with the U.S. Securities and Exchange Commission (SEC)
  • have securities registered under the Securities Exchange Act of 1934

In some instances, a company must have securities listed on a specified U.S. stock exchange or a minimum public float.

The SEC has a reciprocal system whereby eligible Canadian companies can offer their securities in the U.S. using a Canadian prospectus, with certain additional disclosure requirements.

The MJDS outlines requirements for cross-border offerings as follows:

Exemptions from prospectus and registration requirements for certain distributions outside Canada are outlined in OSC Rule 72-503 Distributions Outside Canada.

Review process

The OSC may rely on the SEC’s review of the prospectus, resulting in a less extensive review by the OSC. However, the OSC will continue to review the prospectus for novel or substantive issues.

Related legislation and documents

For further details about filing a prospectus in multiple jurisdictions, see:

Fees for filing a prospectus

Fees for filing a prospectus are due at the time a company files its preliminary prospectus. No additional fees will be collected during other stages of the process.

Fees are calculated based on a variety of factors. Information about how to calculate the fee is set out in: