Canada Business Corporations Act
CBCA Regulation, Part 8 Financial Disclosure
Section 70 Interpretation

SEC registrant

The following definitions apply in this Part:…

SEC registrant means a corporation that

(a) has securities registered under section 12 of the Securities Exchange Act of 1934 of the United States, as amended from time to time, or is required to file reports under section 15(d) of that Act; and

(b) is not registered or required to be registered as an investment company under the Investment Company Act of 1940 of the United States, as amended from time to time.


Canada Business Corporations Act
CBCA Regulation, Part 8 Financial Disclosure
Section 71.1

Auditor’s Report

(1) Subject to subsection (2), the auditor’s report referred to in section 169 of the Act shall be prepared in accordance with Canadian GAAS.

(2) For an SEC registrant that has prepared its financial statements in accordance with US GAAP and whose auditors are in compliance with the professional practice standards of the Public Company Accounting Oversight Board of the United States, the auditor’s report may be prepared in accordance with US GAAS.

(3) [Repealed, SOR/2016-98, s. 3]

(4) If the auditor’s report referred to in subsection (2) is prepared in accordance with US GAAS and is for a financial year that begins on or after January 1, 2011, it shall comply with section 3.8 of NI 52-107, but for the purpose of applying that section,

(a) the expression U.S. PCAOB GAAS has the meaning assigned to the expression US GAAS by section 70 of these Regulations; and

(b) the expression SEC issuer has the meaning assigned to the expression SEC registrant by section 70 of these Regulations.


Canada Business Corporations Act
CBCA Regulation, Part 8 Financial Disclosure
Section 71

Financial Statements

(1) Subject to subsection (2), the annual financial statements referred to in paragraph 155(1)(a) of the Act shall be prepared in accordance with Canadian GAAP.

(2) For an SEC registrant, the financial statements may be prepared in accordance with US GAAP.

(3) to (6) [Repealed, SOR/2016-98, s. 2]

(7) The financial statements shall contain a note stating whether the statements have been prepared in accordance with Canadian GAAP or US GAAP.

(8) [Repealed, SOR/2016-98, s. 2]

Auditor’s Report

71.1 (1) Subject to subsection (2), the auditor’s report referred to in section 169 of the Act shall be prepared in accordance with Canadian GAAS.

(2) For an SEC registrant that has prepared its financial statements in accordance with US GAAP and whose auditors are in compliance with the professional practice standards of the Public Company Accounting Oversight Board of the United States, the auditor’s report may be prepared in accordance with US GAAS.

(3) [Repealed, SOR/2016-98, s. 3]

(4) If the auditor’s report referred to in subsection (2) is prepared in accordance with US GAAS and is for a financial year that begins on or after January 1, 2011, it shall comply with section 3.8 of NI 52-107, but for the purpose of applying that section,

(a) the expression U.S. PCAOB GAAS has the meaning assigned to the expression US GAAS by section 70 of these Regulations; and

(b) the expression SEC issuer has the meaning assigned to the expression SEC registrant by section 70 of these Regulations.


Canada Business Corporations Act
CBCA Regulation, Part 8 Financial Disclosure
Section 72

Contents Of Financial Statements

(1) The financial statements referred to in section 155 of the Act shall include at least

(a) a statement of financial position or a balance sheet;

(b) a statement of comprehensive income or an income statement;

(c) a statement of changes in equity or a statement of retained earnings; and

(d) a statement of cash flows or a statement of changes in financial position.

(2) Financial statements need not be designated by the names set out in paragraphs (1)(a) to (d).