What it means
Canada and the United States have a long-standing agreement that reduces duplication when a Canadian company raises money in both countries. Under this multijurisdictional disclosure system, an eligible issuer can use its Canadian prospectus and continuous disclosure documents in the US offering.
Form F-10 is the SEC form that makes this possible. To qualify, a company generally must be incorporated in Canada, be a foreign private issuer and have been subject to Canadian reporting requirements for at least 12 months.
It must also have a public float of at least $75 million, which is the market value of shares held by people who are not insiders. The rules also contain other conditions, so legal advice is essential.
The form is relatively short. Much of the content is the Canadian prospectus, which is attached as an exhibit and reviewed mainly by Canadian securities regulators.
The US filing adds some required information, such as a consent to service of process and details about enforcing US judgments in Canada. For issuers, the main benefit is saving time and money.
They avoid preparing a separate US document and can often launch offerings in both countries on the same timetable. A company that meets the conditions can often use it for debt, shares and other securities.
Investors in the US who buy such securities receive the Canadian disclosure documents. These follow Canadian accounting and legal standards, usually with accounts prepared under IFRS, so US readers need to be aware of differences in presentation and terminology.
Companies that do not meet the thresholds must use other forms, such as Form F-1 or Form F-3. The MJDS route is a privilege, not a right, and is available only when the eligibility tests are met.
Advisers therefore check the tests again shortly before every filing, since a fall in market value could change the answer.
In practice
Real-world examples.
Example
A Canadian mining company with a large public float wants to sell new shares in both countries. It files a Form F-10 and uses its Canadian prospectus as the main disclosure document. The deal team files the US form on the same day as the Canadian one.
Example
A Canadian bank issues senior notes to US investors. The deal team uses the MJDS route to avoid preparing a separate US prospectus. The bank's treasury team notes that the saving is measured in weeks, not days.
Example
A small Canadian technology firm has a public float below the threshold. Its advisers explain that it cannot use Form F-10, so it must choose another form instead. Its lawyers explain that the form depends on public float, not on the size of the offering. The firm decides to wait until its market value has grown before trying again.
Case study
Seen in the real world.
Maplecrest Energy is a fictional Canadian oil-services company used as an illustrative example. It plans to raise capital in both countries, and its advisers confirm that it has reported in Canada for more than a year and has a public float above the required level.
Rather than drafting a separate US document, the company prepares a single Canadian prospectus and attaches it to a Form F-10. The Canadian regulators review the prospectus, which they check against Canadian securities rules, and the SEC process is largely automatic once the form is filed. The company's counsel still checks that every required US item is included.
The offering is completed within weeks, and the finance team records savings in legal and printing costs. The case shows how the multijurisdictional system rewards companies that meet the conditions. It also shows why early eligibility checks matter. The company's lawyers now keep a short memo on file confirming each test, with the date it was checked and the source of the numbers.
Watch out
Common mistakes.
- Assuming every Canadian company can use Form F-10. The company must meet the incorporation, reporting history and public float tests. A change in any of these can remove the right to use the form.
- Forgetting the US-specific items. The form still requires matters such as the consent to service of process. Leaving them out can delay the filing.
- Treating the Canadian prospectus as the same as a US prospectus. The legal standards and accounting presentation can differ. Investors should read the differences carefully.
Questions
People also ask.
What does MJDS stand for?
It stands for the multijurisdictional disclosure system, a framework between the US and Canadian regulators.
Is a public float of $75 million required?
Yes, it is one of the eligibility conditions in the form, along with the other tests. The figure refers to shares held by non-affiliates, meaning people who are not insiders.
Who reviews the document?
The Canadian securities regulators do the main review, and the SEC places reliance on that process. Investors should still read the risk factors carefully, since a lighter review does not mean lower risk. The result is a lighter touch for qualifying companies.
From the founder's library
Take it further with the book.
Build your financial confidence beyond this definition. Shihan's full-length guide, Accounting Fundamentals, takes the same plain-English approach and turns it into a complete, practical playbook for non-finance managers, business owners and students - with chapter-end quiz answers and presentation slides included.
25% off with code MMHQ25, applied at checkout. Priced in USD - checkout may show the equivalent in your local currency.
View the book and save 25%Related