Overview 

The multijurisdictional disclosure system (MJDS) was adopted by the Securities and Exchange Commission (SEC) and the Canadian provincial securities regulators in an effort to reduce the barriers to cross-border financings between Canada and the United States.

The MJDS permits eligible Canadian issuers to publicly offer securities in the United States by using a prospectus that is prepared principally in accordance with Canadian disclosure requirements. This is sometimes referred to as a "Southbound MJDS". There is also a reciprocal "Northbound MJDS", which permits eligible US issuers to offer securities into Canada without Canadian regulatory review. The MJDS also permits eligible Canadian issuers who become subject to US periodic reporting obligations to substantially satisfy those obligations by using their Canadian continuous disclosure documents under the cover of the applicable SEC form.

The MJDS was originally implemented in Canada in 1991 by the Canadian Securities Administrators (CSA) through National Policy Statement No. 45 ("NP 45"). NP 45 was subsequently replaced by National Instrument 71-101 ("NI 71-101"), effective November 1, 1998. Ontario, Alberta, British Columbia and Nova Scotia have adopted NI 71-101 by rule. Saskatchewan has adopted it by regulation. All other jurisdictions have adopted NI 71-101 by Policy Statement.

For further information about the MJDS, refer to Raising Capital in the United States, A Guide to Using MJDS for U.S. Public Offerings and Periodic Reporting (October 2016) by Osler, Hoskin & Harcourt LLP.

The MJDS is described in Topic 16 of the Financial Reporting Manual of the SEC’s Division of Corporation Finance. See attached link to this material.