Leveraging the Multijurisdictional Disclosure System: How Canadian issuers can access U.S. capital markets

Since 1991, the Multijurisdictional Disclosure System (MJDS) has enabled eligible Canadian issuers to offer securities in the United States using Canadian disclosure documents, such as a Canadian prospectus, with the U.S. Securities and Exchange Commission (SEC) largely deferring the substantive review to Canadian securities regulators.

The MJDS remains one of the most efficient pathways for cross-border capital raising, thanks to:

• A streamlined cross-border pathway – The MJDS permits eligible Canadian issuers to offer securities in the U.S. using Canadian disclosure documents, with the SEC generally deferring to Canadian regulatory review
• Speed of effectiveness – An MJDS registration statement can become effective in as few as three to four business days as the SEC does not ordinarily review the filing

Note, however, that only FPIs (as defined below) incorporated under Canadian law with a public float of at least US$75 million and a sufficient reporting history qualify.

What is the Multijurisdictional Disclosure System?

The MJDS is a cooperative framework jointly adopted in 1991 by the SEC and Canadian securities regulators to reduce barriers to cross-border financings between Canada and the U.S. At its core, the MJDS permits eligible Canadian issuers to publicly offer securities in the U.S. using a prospectus prepared principally in accordance with Canadian disclosure requirements. The SEC generally defers to Canadian jurisdictional review unless it has reason to believe there is a problem with the disclosure.

Under the MJDS, a Canadian prospectus is filed in Canada and reviewed by Canadian securities regulators, with such prospectus prepared to allow for either a concurrent public offering of securities in Canada and the U.S. or solely in the U.S. Concurrent with filing in Canada, a U.S. version of the prospectus must be filed with the SEC as part of an MJDS registration statement. In these cases, the SEC retains the right to review the filing; however they will generally defer the review to the Canadian securities regulators.

If the prospectus is approved by the issuer’s principal regulator, the SEC will render the filing effective in the United States. Beyond cross-border offerings, the MJDS also permits eligible issuers to satisfy U.S. continuous reporting requirements by filing Canadian disclosure documents with the SEC.

How can Canadian issuers qualify?

In order to be deemed eligible under the MJDS and offer securities in the United States, Canadian issuers must satisfy all of the following criteria:

1. The issuer must be a foreign private issuer (FPI) incorporated or organized under Canadian Federal or Provincial law. An FPI under the MJDS refers to non-governmental foreign companies incorporated outside the U.S. of which: (i) 50% or less of the company’s outstanding voting securities are directly or indirectly held by U.S. residents, (ii) the majority of the company’s executive directors and officers are not U.S. citizens or residents, (iii) less than 50% of the assets of the company are located in the U.S. and (iv) the business of the company is administered principally outside the U.S.
2. The issuer must be subject to the continuous disclosure requirements of a Canadian provincial securities regulator for at least 12 calendar months (for SEC Form F-10 offerings) or 36 calendar months (for SEC Form F-7, F-8 and F-80 offerings)
3. The issuer’s public float (the aggregate market value of equity securities held by non-affiliates of the issuer) is at least US$75 million
4. The issuer is not an investment company registered under the Investment Company Act of 1940 (U.S.).

When an issuer first files a registration statement under the MJDS, it must determine whether it qualifies as an FPI as of a date within 30 days prior to the initial filing. Following this initial filing, the issuer must re-evaluate its FPI eligibility on an annual basis as of the last business day of its second fiscal quarter.

Benefits

The MJDS offers a suite of advantages that make it highly attractive for eligible Canadian issuers considering a U.S. listing or offering. For example, issuers interested in offering securities in multiple jurisdictions would benefit from reduced costs and the administrative burdens associated with complying with two different prospectus regimes, since disclosure is governed principally by Canadian regulators.

Furthermore, the MJDS can significantly increase the speed at which securities offerings reach the market. An MJDS registration statement can become effective in as little as three to four business days, given that the SEC does not ordinarily review the filing and only gives effect to the registration once the prospectus is approved by Canadian regulators.

Use of the MJDS also simplifies the issuer’s ongoing reporting obligations. This is mainly due to the fact that under the MJDS, U.S. periodic reporting obligations can be satisfied through the use of Canadian continuous disclosure documents, allowing issuers to follow such requirements in lieu of most NYSE/Nasdaq listing rules. In addition, no U.S. Generally Accepted Accounting Principles reconciliation is required if the issuer’s financial statements filed with the SEC are prepared in accordance with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board. Canadian companies have already been under the requirement to file in accordance with IFRS since January 1, 2011.

The offering process

Eligible Canadian issuers that wish to concurrently offer securities in the U.S. and Canada under the MJDS must prepare a preliminary prospectus for filing with the securities regulators in each province and territory where the securities will be offered. The disclosure in the Canadian prospectus is governed by the requirements of a “short-form prospectus” which incorporates by reference much of the issuer’s current continuous disclosure records.

Once the Canadian prospectus has been prepared, the MJDS can be used to streamline the concurrent or sole offering in the U.S. The typical steps following the preparation of the Canadian prospectus are as follows:

1. File a Canadian prospectus – The issuer must file with the applicable Canadian securities regulators a preliminary prospectus incorporating by reference its continuous disclosure record.
2. File the MJDS registration statement – Concurrent with the filing of the Canadian prospectus, the issuer must also file an MJDS registration statement with the SEC (in most cases a Form F-10), which consists of a revised version of the Canadian prospectus supplemented with additional information and exhibits as required by the SEC. The prospectus filed with the SEC is substantially similar to the Canadian version but must include certain legends and may omit disclosure that is applicable solely to Canadian offerees, such as certificate pages.
3. Review by the Canadian securities regulator – Once filed, the applicable Canadian securities regulator is responsible for the substantive review and clearance of the final prospectus in Canada. The SEC does not ordinarily review MJDS filings unless it has reason to believe there is an issue with the application. Once the final prospectus is cleared by the Canadian regulator, the SEC will declare the MJDS registration statement effective in the U.S
4. The Offering – For a concurrent offering, the MJDS registration statement will become effective upon filing with the SEC an amendment to the MJDS registration statement containing, among other things, the corresponding final prospectus as required by the SEC. In the case of a U.S.-only offering, the SEC will typically declare the amended MJDS registration statement effective when it receives a copy of the receipt for the corresponding final prospectus issued by the relevant Canadian securities regulator.

MJDS forms for Canadian issuers

The SEC provides various forms of MJDS registration statements for registering securities offerings in the Unites States, all of which vary based on the specific characteristics of the issuer and the type of offering.

Under the MJDS, the primary form used for most debt and equity offerings will be Form F-10. However, other forms are available for specific transaction types. The four forms available to eligible Canadian issuers under the MJDS are as follows:

1. Form F-10 – May be used by Canadian issuers for offerings of equity securities, non-convertible investment grade debt, non-investment grade debt or preferred shares and convertible debt or preferred shares
2. Form F-7 – May be used by Canadian issuers for rights offerings.
3. Form F-8 – May be used by Canadian issuers for (i) exchange offers where less than 25% of the target is held by U.S. holders or (ii) business combinations where less than 25% of the securities offered will be held by U.S. holders on completion of the business combination
4. Form F-80 – May be used by Canadian issuers for (i) exchange offers where less than 40% of the target is held by U.S. holders or (ii) business combinations where less than 40% of the securities offered will be held by U.S. holders on completion of the business combination

Ongoing U.S. reporting obligations

As with other registered offerings of securities in the United States, Canadian issuers under the MJDS will nevertheless become subject to ongoing annual and periodic reporting obligations in the Unites States. However, when listed in the United States, Canadian MJDS issuers benefit from a streamlined reporting regime and can satisfy their periodic reporting obligations using the following MJDS reporting forms:

1. Annual reports can be filed under cover of Form 40-F (rather than Form 10-K), due within 90 days of fiscal year-end, compared to 60 days for domestic large, accelerated filers
2. Quarterly financials and MD&A are furnished under cover of Form 6-K and are exempt from the more detailed Form 10-Q requirements
3. Material change reports, information circulars and material press releases can be reported within 10 business days under Form 6-K (compared to 4 business days on Form 8-K for domestic filers)

Critically, issuers must also maintain their FPI status, which is determined annually on the last business day of the second fiscal quarter. Issuers should continuously monitor the migration of share ownership to U.S. residents and changes in board or management composition that could jeopardize FPI status.

Recent developments

Section 16 exemption for Canadian directors and officers (March 2026)

On December 18, 2025, the Holding Foreign Insiders Accountable Act (U.S.) (HFIAA) amended Section 16(a) of the Securities Exchange Act of 1934 (U.S.) (the Exchange Act) to require every person who is a director or an officer of an FPI to make insider reporting filings commencing March 18, 2026. However, on March 5, 2026, the SEC released an exemption order No. 34-104931, granting directors and officers of certain FPIs an exemption from the filing requirements of Section 16(a) of the Exchange Act if the FPI is (i) incorporated or organized in a “qualifying jurisdiction” and (ii) subject to “qualifying regulation.” The qualifying jurisdictions under the Exemption Order include Canada, Chile, the European Economic Area, the Republic of Korea, Switzerland and the United Kingdom.

With respect to Canadian issuers, the Exemption Order described “qualifying regulation” to include Canada’s National Instrument 55-104 – Insider Reporting Requirements and Exemptions, supported by National Instrument 55-102 – System for Electronic Disclosure by Insiders (SEDI), which generally require that directors and officers of covered issuers promptly report their initial holdings and any changes in beneficial ownership of the issuer’s securities, including a description of the security, the nature of the transaction and the price and volume of the transaction, with such reports made available to the general public.

Key takeaways

The MJDS remains a highly effective and efficient pathway for eligible Canadian issuers to access U.S. capital markets, whether they wish to concurrently list in both Canada and the U.S. or solely in the U.S. More than three decades in, the system continues to deliver a streamlined route to the world’s deepest pool of capital without the burden of parallel compliance regimes.

Furthermore, the March 2026 Exemption Order is welcome news and reinforces the SEC’s recognition of Canadian regulatory equivalence. It also demonstrates that the regulatory relationship between Canada and the U.S. continues to deepen to the benefit of Canadian issuers on both sides of the border.

Canadian issuers considering a U.S. listing, cross-listing, public offering or other capital markets transaction involving the MJDS should seek legal advice early in the process. MLT Aikins regularly advises Canadian issuers on securities law, disclosure, regulatory and transactional matters across Canada. U.S. capital markets transactions, including SEC registration statement filings and NYSE or Nasdaq listing matters, will generally require the involvement of U.S.-licensed securities counsel. For more information about the MJDS or cross-border capital markets transactions, please contact a member of the MLT Aikins Corporate Finance and Securities group.

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