On March 17, 2008 the Alberta Securities Commission, together with other members of the Canadian Securities Administrators, implemented Multilateral Instrument 11-102 Passport System (MI 11-102) along with a companion policy and various consequential amendments. The notice also introduces two national policies, National Policy 11-202 Process for prospectus Reviews in Multiple Jurisdictions (NP 11-202) and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions (NP 11-203), which establish streamlined review and decision-making processes and replace the mutual reliance review system policies (National Policy 12-201 Mutual Reliance Review System for Exemptive Relief Applications and National Policy 43-201 Mutual Reliance Review Systems for Prospectuses).
The passport system builds on, and significantly enhances, the mutual reliance review system. It permits public companies and investment funds to:
- Access Canada’s capital markets through a single window
- Deal only with a principal regulator
- Comply only with harmonized laws (with limited exceptions)
Key elements of the passport rule:
Prospectus
A domestic or foreign issuer seeking to issue securities in more than one Canadian jurisdiction may use the passport system to obtain a deemed receipt for its preliminary, pro forma, and final prospectus, as applicable.
MI 11-102
NP 11-202
Continuous Disclosure
Under the passport rule, certain non-harmonized continuous disclosure requirements (listed in Appendix A to MI 11-102) do not apply to an issuer if the issuer is also reporting in another Canadian jurisdiction.
MI 11-102
Exemptive Relief Applications
A domestic or foreign issuer that requires exemptive relief from most requirements and requires that relief in more than one Canadian jurisdiction may use the passport system to obtain an exemptive relief decision from most harmonized requirements.
MI 11-102
NP 11-203