The Annual Information Form, or AIF, is a yearly narrative disclosure document that every non-venture reporting issuer in Canada must file under National Instrument 51-102. It describes the company’s history, operations, risks, directors and officers, and material contracts at a specific point in time, and it is filed through SEDAR+ within 90 days of the issuer’s financial year-end. The current system fee is $688 per filing.1
The AIF exists to give investors context that financial statements alone don’t provide: what the business actually does, how it got where it is, and what could knock it off course.
Who Has to File
Section 6.1 of NI 51-102 puts the obligation on reporting issuers that are not venture issuers. In practice, that means companies listed on the Toronto Stock Exchange and other senior exchanges file every year.
Venture issuers — companies on the TSX Venture Exchange or the Canadian Securities Exchange — are not required to file an AIF at all. There is no extended deadline for them; the requirement simply doesn’t apply. A venture issuer can choose to file voluntarily, and some do, because a current AIF is a prerequisite for using the short-form prospectus system under NI 44-101.
Investment funds sit under a separate regime (NI 81-106) and are not covered by the NI 51-102 AIF requirement. Foreign issuers already subject to equivalent continuous disclosure in their home jurisdiction may qualify for exemptions from the Canadian requirements.
When and Where to File
Non-venture issuers must file the AIF no later than 90 days after the end of their most recently completed financial year. For a December 31 year-end, that means March 31. SEC issuers who file their AIF as part of a Form 10-K or Form 20-F must file by the earlier of the 90-day deadline or the date they file with the SEC.
All filings go through SEDAR+, the Canadian Securities Administrators’ national electronic filing system. If your organization is not already registered, budget lead time: you have to register on the SEDAR+ website, verify your email, provide organizational information, and upload a signed Electronic Filer Agreement. New access requests go through a review and approval process before the account is activated, so do not start the week before your deadline.
The SEDAR+ system fee for filing an AIF is $688, effective November 2025. It applies whether the filing is required or voluntary. Provincial securities commissions may add their own regulatory fees on top; the SEDAR+ Regulatory Fee Guide on the CSA website calculates the totals based on the specific filing details. Once uploaded, the AIF is publicly accessible through the SEDAR+ search portal.
What Form 51-102F2 Requires
Form 51-102F2 describes the AIF as “a disclosure document intended to provide material information about your company and its business at a point in time in the context of its historical and possible future development.” Every section should answer some version of what the company is, how it got here, and what could change.
Three-Year Corporate History and Current Business
Item 4 requires a three-year history covering significant developments across the three most recently completed financial years: acquisitions, divestitures, strategy shifts, new product launches, and major contract wins or losses. The point is to show how the company arrived at its current state, not to list dates.
Item 5 then requires a thorough description of current operations — products and services, markets, competition, revenue sources, key customers, distribution methods, and any seasonal patterns. Material intellectual property belongs here too.
Risk Factors
Item 5.2 calls for a candid discussion of the risks and uncertainties that could materially affect financial performance or operations. Regulators, particularly through CSA Multilateral Staff Notice 51-347, have been clear that risk disclosure should be entity-specific: a reader should be able to tell one company’s vulnerabilities apart from another’s. Boilerplate does not satisfy the item.
Cybersecurity has become a specific area of focus. The CSA expects issuers to consider why they are exposed to cyberattacks, the nature and source of those risks, the potential consequences of a breach, the adequacy of preventive measures, and the impact of any prior incidents.
Social and Environmental Policies
Item 5.1(4) is conditional: if the company has implemented social or environmental policies fundamental to its operations — for instance policies about the environment, host communities, or human rights — those policies and the steps taken to implement them must be described. A company without such policies is not required to invent them. As of April 2025, the CSA paused work on a standalone mandatory climate-related disclosure rule, so no climate-specific rule applies to 2026 AIFs, but material climate-related risks still have to be disclosed under existing law like any other material risk.
Directors, Officers, and Their Histories
Item 10 requires a full list of directors and executive officers with names, provinces or states of residence, positions, principal occupations, and the number of securities each holds. Item 10.2 goes further: any cease trade orders, bankruptcies, penalties, or sanctions involving those individuals, across their broader professional history, must be disclosed. That includes involvement with another company that went bankrupt within the past ten years.
Material Contracts
Item 15 requires identification and summary of every material contract entered into outside the ordinary course of business within the most recently completed financial year, or before that year if the contract is still in effect. A contract entered into in the ordinary course still has to be disclosed if the business substantially depends on it. You don’t reproduce the agreement, but the summary must convey the essential terms.
Legal Proceedings and Regulatory Actions
Item 12 covers legal proceedings the company or its subsidiaries are party to, or that any of their property is the subject of, during the most recently completed year. It also requires disclosure of penalties or sanctions imposed by a court or regulatory body, settlement agreements entered into before a court or regulator, and any ongoing regulatory actions. The threshold is materiality, but when in doubt, disclose.
Audit Committee and Industry-Specific Disclosure
National Instrument 52-110 requires non-venture issuers to include audit committee information in the AIF, per Form 52-110F1. That means the full text of the audit committee’s charter, each member’s name, whether each is independent, and whether each is financially literate. For each member, describe education and experience relevant to the role: understanding of accounting principles, ability to assess estimates and accruals, experience with financial statements of comparable complexity, and understanding of internal controls. If the committee relied on any NI 52-110 exemptions during the year, that reliance must be stated.
Companies with material mineral projects face an extensive additional layer under Item 5.4. For each material project, the AIF must cover the most recent technical report filed under NI 43-101, the project’s location and access, the nature of your title or interest, royalties or encumbrances, geological setting and mineralization, exploration work, drilling results, sampling and assay procedures, and mineral processing or metallurgical testing. The underlying NI 43-101 technical report must be prepared by a qualified person as defined in that instrument.
CEO and CFO Certification
Filing the AIF triggers a parallel obligation under National Instrument 52-109. The CEO and CFO (or the individuals performing those functions) must each file an annual certificate covering the AIF, the annual financial statements, and the MD&A. The standard form is Form 52-109F1. Venture issuers that voluntarily file an AIF use Form 52-109F1–AIF instead.
By signing, each officer attests that the annual filings contain no misrepresentations, that the financial statements fairly present the company’s financial condition and results, and that they have designed or supervised the design of disclosure controls and procedures so that material information is captured and reported on time. They also certify that internal controls over financial reporting are designed to provide reasonable assurance about the reliability of financial reporting. The certificate is personal accountability, not corporate.
What Happens If You File Late
Missing the 90-day deadline sets off a predictable cascade. Provincial regulators first place the issuer on their default lists, flagging non-compliance publicly. The next step is typically a failure-to-file cease trade order, which halts all trading in the issuer’s securities until the default is remedied. That freezes the company out of the capital markets.
If you know in advance you’ll miss the deadline, there is a narrower option. Under National Policy 12-203, an issuer can apply for a management cease trade order (MCTO), which restricts trading only by insiders and senior officers rather than shutting down all trading in the stock. To qualify, contact your principal regulator at least two weeks before the filing deadline, show that the outstanding filings will be completed within a reasonable period (regulators generally expect within two months), and meet the other eligibility criteria in the policy. Applications submitted after the deadline are generally not considered.
Late filing fees also apply and vary by province. In Ontario and Alberta the schedule runs $100 per business day overdue, capped at $5,000. Other provinces set their own fees. The financial penalty is usually the smaller problem; a cease trade order signals to the market that something is wrong, and the reputational damage of appearing on a default list outlasts the filing itself.
Using the AIF for U.S. Filings Through MJDS
Canadian issuers also listed in the United States can use the AIF to satisfy their U.S. annual reporting obligations through the Multijurisdictional Disclosure System. Under MJDS, an eligible Canadian issuer files an Annual Report on SEC Form 40-F, which incorporates the AIF, audited annual financial statements, and MD&A prepared under Canadian rules. The SEC accepts these Canadian-prepared documents in place of U.S.-format filings.
Eligibility for Form 40-F requires four conditions: the issuer must be incorporated or organized under Canadian federal or provincial law; it must qualify as a foreign private issuer, or be a crown corporation; it must have been subject to periodic reporting requirements of a Canadian securities commission for at least 12 consecutive months and be currently in compliance; and its public float must be at least US$75 million. Public float for this purpose counts only shares held by non-affiliates, where an affiliate is anyone who beneficially owns more than 10 percent of the outstanding equity shares.
For companies that clear the threshold, MJDS lets one document do the work of two, cutting legal costs and the risk of inconsistencies between filings in the two countries.