Your Business News

Amendments: Business Acquisition Reporting for Non-Venture Issuers

November 24, 2020

Authored by RSM Canada LLP

Ian L. FitzPatrick, CPA, CA, CBV, shared this article


In August 2020, Canadian Securities Administrators (CSA) published amendments to National Instrument 51-102, Continuous Disclosure Obligations (NI 51-102), and its companion policies related to business acquisition report (BAR) requirements for non-venture reporting issuers. The amendments were intended to reduce regulatory burden for non-venture reporting issuers, and came into effect on Nov. 18, 2020. 

The purpose of BAR requirements is to provide investors with relatively timely access to historical and, in the case of non-venture reporting issuers, pro forma financial information on a significant acquisition by filing a BAR after completing a significant acquisition. 

Why this change?

Commentators have raised concern over the BAR in that the BAR disclosure is of limited value to investors given its lack of timeliness and the high cost of its preparation. It can also impede the completion of a transaction. The amendments made by the CSA to NI 51-102 do the following:

  • Increase the number of triggers to meet the significance tests criteria from one of the three tests (i.e., the asset test, the investment test, or the profit or loss test) to two of the three tests.
  • Increase the 20 per cent significant threshold for each of the significance tests to 30 per cent. 

These amendments are expected to result in a lower number of non-venture reporting issuers being required to follow BAR filing requirements.

What does filing a BAR require from the issuer? 

If the acquisition meets the amended criteria, the venture reporting issuer must comply with Part 8 BAR of N51-102. Part 8 relating to a BAR filing requires a venture reporting issuer to file:

  1. Audited financial statements of each business or related businesses for the most recently completed financial period prior to the acquisition 
  2. Interim financial statements of the acquired business for the most recently completed interim period after the date of the audited balance sheet and before the acquisition date, and for a comparable period in the preceding financial year of business for the interim financial statements 
  3. Pro forma financial statements as if the business acquisition had taken place at the reporting date 

The annual and interim financial statements are required to be prepared in compliance with International Financial Reporting Standards (IFRS). IFRS requires companies (subsidiaries, joint ventures and associate companies) within a group to follow accounting policies similar to those of the reporting issuer, and this would require acquired companies to convert to IFRS, if they were following Accounting Standards for Private Entities or other local generally accepted accounting principles (GAAP). 

The processes of reporting and conversion are complicated and require specialized skills as well as considerable effort and attention from a finance department. It would be advisable to assess these requirements early on in a business acquisition and plan for BAR requirements.

Let's Talk!

Call us at 1 855 363 3526 or fill out the form below and we'll contact you to discuss your specific situation.

  • Topic Name:
  • Should be Empty:

This article was written by Newton DeNiese, Craig Cross and originally appeared on 2020-11-25 RSM Canada, and is available online at

RSM Canada Alliance provides its members with access to resources of RSM Canada Operations ULC, RSM Canada LLP and certain of their affiliates (“RSM Canada”). RSM Canada Alliance member firms are separate and independent businesses and legal entities that are responsible for their own acts and omissions, and each are separate and independent from RSM Canada. RSM Canada LLP is the Canadian member firm of RSM International, a global network of independent audit, tax and consulting firms. Members of RSM Canada Alliance have access to RSM International resources through RSM Canada but are not member firms of RSM International. Visit for more information regarding RSM Canada and RSM International. The RSM trademark is used under license by RSM Canada. RSM Canada Alliance products and services are proprietary to RSM Canada.

FCR a proud member of RSM Canada Alliance, a premier affiliation of independent accounting and consulting firms across North America. RSM Canada Alliance provides our firm with access to resources of RSM, the leading provider of audit, tax and consulting services focused on the middle market. RSM Canada LLP is a licensed CPA firm and the Canadian member of RSM International, a global network of independent audit, tax and consulting firms with more than 43,000 people in over 120 countries.

Our membership in RSM Canada Alliance has elevated our capabilities in the marketplace, helping to differentiate our firm from the competition while allowing us to maintain our independence and entrepreneurial culture. We have access to a valuable peer network of like-sized firms as well as a broad range of tools, expertise, and technical resources.

For more information on how FCR can assist you, please call us at 1 855 363 3526

Important Notice:

FCR will now redirect you to CCH Portal where your FCR Client Portal login is located.

Share This