On October 23, 2025, the Canadian Securities Administrators (“CSA”) announced a proposed multi-year pilot program to permit certain venture issuers to adopt semi-annual financial reporting, in place of the current quarterly interim reporting framework.

The initiative—embodied in Coordinated Blanket Order 51-933 and Ontario Securities Commission Rule 51-507—addresses persistent concerns regarding the regulatory burden of quarterly disclosures on smaller public companies.

Context and rationale

Under the existing regime, issuers are required to prepare and file quarterly financial statements and related Management Discussion and Analysis. While these requirements support timely information flow to the market, they also impose considerable costs and resource demands, particularly for venture issuers with limited operating scale.

Stakeholder feedback over several years has highlighted that frequent reporting may exceed the relative benefit to investors in the venture space and may divert resources from operational priorities.

Summary of the pilot program

The proposed Semi-Annual Reporting (“SAR”) Pilot allows eligible venture issuers—those listed on the TSX Venture Exchange or the Canadian Securities Exchange with revenues under $10 million—to opt into a framework that replaces first and third quarter reporting obligations with a semi-annual requirement.

Eligibility is contingent on a continuous disclosure track record, timely compliance with periodic reporting, and issuance of a press release outlining participation. Voluntary adoption of the SAR Pilot does not affect other continuous disclosure obligations, including the prompt reporting of material changes or compliance with exchange-specific requirements.

Should an issuer elect to withdraw from the SAR Pilot, full quarterly reporting obligations resume for subsequent periods. The OSC Local Rule also preliminarily confirms that the exemptions will remain available beyond the 18-month term of the blanket order for Ontario market participants.

Implications for market participants

  • Cost efficiency: Venture issuers may realize significant savings on compliance, professional services, and internal resources by reducing the frequency of financial reporting.
  • Operational focus: Streamlined disclosure obligations are likely to enable enhanced focus on growth and business strategy.
  • Discretion and transparency: Adoption is voluntary and must be communicated publicly, allowing issuers to align reporting cadence with business priorities while maintaining transparency.
  • Ongoing obligations: Key investor protections remain in place, as the SAR Pilot does not remove requirements for the timely disclosure of material events or changes.

Comparison to international reporting regimes

The CSA’s semi-annual reporting pilot reflects a broader international trend toward reducing mandatory reporting frequency for certain public issuers.

United States

In the United States, the SEC is preparing a proposal that would allow companies to elect semi-annual reporting in place of the longstanding quarterly filing regime. This proposed shift aims to balance the reduction of compliance costs and short-term market pressures with continued investor protections, acknowledging a growing desire to align disclosure practices with long-term corporate strategy.

Unlike Canada’s targeted relief for smaller venture issuers, the U.S. proposal contemplates optional semi-annual reporting for all public companies, highlighting ongoing debate over the trade-offs between transparency and administrative burden.

Europe

Across the Atlantic, both the European Union and the United Kingdom have adopted semi-annual reporting as the norm, having rolled back quarterly disclosure mandates several years ago. The EU abolished mandatory quarterly reporting in 2013 through its Directive 2004/109/EC, and the UK overturned its requirement in 2014 through the Financial Conduct Authority’s Policy Statement PS14/15.

The changes in the EU and UK reflect their confidence that semi-annual reports provide sufficient investor information without imposing unnecessary costs on issuers. Studies from these regions generally show minimal adverse impact on market transparency or valuation, though they also note that supplemental voluntary disclosures play a key role in bridging information gaps.

These international experiences underscore the value of flexibility and risk-based calibration in setting reporting frequency, principles that underpin Canada’s carefully designed SAR Pilot.

Next steps

The SAR Pilot is expected to commence prior to March 2026, with comments from market participants due by December 22, 2025. Issuers, investors, and other stakeholders are encouraged to provide input on the scope, eligibility criteria, and operating framework of the new exemption.

Conclusion

The proposed SAR Pilot represents a significant step towards regulatory modernization tailored to the realities of smaller Canadian public companies. Gowling WLG’s securities team is available to advise clients on eligibility, strategic considerations, and compliance measures under the proposed framework.

For further information or support in evaluating participation in the SAR Pilot, please reach out to one of the authors or a member of our Capital Markets team.