What is a Form 40-F filing? Canadian annual report
A Form 40-F filing is the annual report an eligible Canadian company files with the US Securities and Exchange Commission (SEC) under the Multijurisdictional Disclosure System (MJDS). It lets a qualifying Canadian issuer meet its US annual reporting duty largely by wrapping the disclosure it already prepared under Canadian rules, rather than rebuilding it in the SEC's own format. This guide explains what a Form 40-F filing is, who can use it, and when it is due. It is not investment advice.
Definition
A Form 40-F filing
is the annual report an eligible Canadian issuer files with the US SEC under the Multijurisdictional Disclosure System. It wraps the company's Canadian annual disclosure for US investors, and is generally filed on the same date that Canadian report is filed. Source: SEC.
Who can file a Form 40-F?
The MJDS is a shared arrangement between US and Canadian regulators. To use Form 40-F, a company must:
- Be incorporated or organized in Canada or a Canadian province or territory.
- Be a foreign private issuer or a Canadian crown corporation.
- Have been subject to Canadian periodic reporting for at least the prior 12 months and be in compliance with it.
- Have a public float of at least US$75 million in its equity shares, measured within 60 days before filing.
A non-Canadian foreign company that lists in the US cannot use Form 40-F. It reports on a Form 20-F instead.
What does a Form 40-F filing contain?
Rather than reformat everything to SEC templates, an MJDS filer attaches its Canadian annual disclosure. In most cases that means the Annual Information Form, the audited annual financial statements, and management's discussion and analysis, plus the certifications and any US-specific items the form requires. Because the financials are audited, the 40-F carries more weight than an interim update.
When is a Form 40-F due?
A Form 40-F is due on the same date the underlying Canadian document, usually the Annual Information Form, is filed with the Canadian regulator.
Same date as the Canadian filing
When an MJDS issuer files its Form 40-F annual report
Source: SEC, MJDS
MJDS filers are not affected by the accelerated deadline rules that shortened the filing window for some Form 20-F filers. Their US deadline tracks the Canadian one.
How to read a Form 40-F filing
Because a 40-F carries Canadian disclosure, read it the way you would a Canadian annual report:
- Start with the Annual Information Form for the business description and risk factors.
- Read the MD&A for management's plain-language account of the year.
- Check the accounting standard, typically IFRS as issued by the IASB, before comparing to a US peer.
- Compare year over year rather than reading one filing alone.
Where the Form 40-F sits among a company's filings
The 40-F is the annual bookend for an eligible Canadian issuer. For the annual report of other foreign issuers, see Form 20-F, and for the two side by side, see 20-F vs 40-F. Interim events during the year are furnished on a Form 6-K, the same as for a 20-F filer. Every 40-F is on the SEC's EDGAR system, which you can search for free.
Flock reads disclosure filings and keeps each one dated and linked back to its source, so you can go from a summary to the original 40-F in one step. What any of it means for your money is your call to make.
Frequently asked questions
Who can file a Form 40-F?
An eligible Canadian issuer that is a foreign private issuer or Canadian crown corporation, has reported to a Canadian securities regulator for at least 12 months, and has a public float of at least US$75 million. It files under the Multijurisdictional Disclosure System. Source: SEC.
What is the difference between a Form 40-F and a Form 20-F?
Both are foreign private issuer annual reports to the SEC. A Form 40-F is used only by eligible Canadian issuers under the MJDS, and it wraps their Canadian annual disclosure. A Form 20-F is used by other foreign issuers and follows the SEC's own disclosure format. Source: SEC.
When is a Form 40-F due?
A Form 40-F is due on the same date the underlying Canadian disclosure, usually the Annual Information Form, is filed in Canada. MJDS filers are not bound by the accelerated deadlines that apply to Form 20-F filers. Source: SEC.
Where can I read a company's Form 40-F?
Every Form 40-F is filed on the SEC's EDGAR system and is free to read. Search by the company's name or ticker and open the annual report directly. Source: SEC EDGAR.
Flock tracks these filings, sourced, dated, and linked back to the original. See what smart-money entities disclosed, without the guesswork about what it means.
Disclosures shown are public regulatory filings. Data may be delayed or incomplete. Smart-money entities may no longer hold positions shown. Not investment advice.