What Is a 40-F Filing? Annual Reports for Canadian Companies

The 40-F is one of the most specialized SEC filings: it exists solely for Canadian companies cross-listed on US exchanges. Understanding the 40-F requires understanding the unique relationship between the US and Canadian securities regulatory systems - and the Multijurisdictional Disclosure System (MJDS) that governs it.

What is a 40-F?

A 40-F (formally “Registration Statement Pursuant to Section 12 of the Securities Exchange Act of 1934 for Securities of Certain Canadian Issuers”) is the annual report filed by eligible Canadian issuers on US exchanges. It takes the place of the 20-F that other foreign companies use and the 10-K that US domestic companies use.

The 40-F is a product of the Multijurisdictional Disclosure System (MJDS), a bilateral agreement between the US SEC and Canadian securities regulators (now the Canadian Securities Administrators, or CSA) established in 1991. The MJDS allows qualifying Canadian companies to satisfy US disclosure requirements using Canadian-format disclosure documents - meaning they don’t have to prepare a separate SEC-format annual report.

The Multijurisdictional Disclosure System (MJDS)

The MJDS was created to recognize that US and Canadian securities markets are highly integrated and that Canadian securities regulation is substantively equivalent to US requirements. Under the MJDS:

• Canadian companies can use their existing Canadian disclosure documents to satisfy SEC reporting requirements
• The SEC reviews MJDS documents only for compliance with US procedural requirements, not for substantive merit (the Canadian regulators have primary jurisdiction)
• US investors receive the same disclosure as Canadian investors, translated into SEC filing format

This “mutual recognition” approach was, at the time of its creation, novel in international securities law. It’s still one of the most complete regulatory equivalency arrangements in the world.

Who files a 40-F?

Any Canadian company listed on a US exchange (NYSE, Nasdaq, NYSE American) that meets the MJDS eligibility requirements. Those requirements include:

1. Canadian incorporation or organization - The company must be incorporated or organized under federal or provincial Canadian law
2. 12-month reporting history - The company must have been a reporting issuer in Canada for at least 12 months
3. Market capitalization threshold - At least CAD $75 million in aggregate worldwide market value of outstanding equity
4. Not a shell company or investment company

Canadian companies that file 40-Fs include Canadian National Railway, Barrick Gold, Enbridge, Brookfield Asset Management, Manulife Financial, Canadian Pacific Kansas City, Agnico Eagle Mines, and Sun Life Financial.

Note that some large Canadian companies transition away from MJDS over time. Shopify, for example, filed 40-Fs through 2024 but switched to filing 10-Ks and 10-Qs as a domestic issuer starting in 2025. The choice depends on the company’s regulatory history and listing strategy.

What’s inside a 40-F?

The 40-F acts as a wrapper around Canadian disclosure documents. A typical 40-F contains:

Annual Information Form (AIF)

The AIF is the Canadian equivalent of the descriptive portions of a 10-K (Items 1 through 3). It covers:

• Business overview and strategy
• Description of the company’s securities
• Risk factors
• Legal proceedings
• Directors and officers

Audited annual financial statements

The audited financial statements, prepared in accordance with IFRS (International Financial Reporting Standards, the international accounting rules used by most countries outside the US) as issued by the International Accounting Standards Board. Canadian companies have used IFRS since 2011, having transitioned from Canadian GAAP.

The financial statements include:

• Balance sheet (statement of financial position)
• Income statement (statement of income or comprehensive income)
• Cash flow statement
• Statement of changes in equity
• Notes to the financial statements

Because Canada uses IFRS rather than US GAAP, US investors should be aware of accounting differences. In practice, for most large Canadian companies, the differences from US GAAP are not dramatic, but they exist in areas like how pension obligations and certain financial products are valued.

Management’s Discussion & Analysis (MD&A)

The Canadian MD&A covers the same ground as the US 10-K’s MD&A section: a narrative discussion of financial results, liquidity, capital resources, and outlook.

CEO and CFO certifications

Like US companies, Canadian MJDS filers must include CEO and CFO certifications regarding the accuracy of the annual report and the effectiveness of internal controls over financial reporting. These are equivalent to Sarbanes-Oxley Section 302 certifications (a US law requiring CEO and CFO to personally attest that financial statements are accurate).

Consent of independent auditors

The 40-F includes the consent of the company’s independent auditors to the use of their audit report in the US filing.

40-F vs 20-F vs 10-K comparison

The 40-F is generally the least burdensome annual report of the three, because it allows companies to submit their existing Canadian disclosure package rather than preparing a separate SEC-specific document.

Filing deadline

Under the MJDS, 40-F filers must file their annual report with the SEC within the same time period that applies to Canadian domestic issuers filing their Annual Information Form in Canada - generally within 90 days of fiscal year end for “venture issuers” and earlier for others.

In practice, most major Canadian companies with December 31 fiscal year ends file their 40-F in February or early March, around the same time they publish their Canadian annual reports.

How to find 40-F filings on EDGAR

1. Go to sec.gov and search for the Canadian company by name
2. Filter by form type “40-F”
3. Amendments are filed as “40-F/A”

Many Canadian companies also post their 40-F documents on their investor relations websites, often integrated with their Canadian annual report materials.