Translation of Securities Disclosure Documents
In Quebec, a prospectus and the documents incorporated into it by reference (AIF, MD&A, circular) must be in French. What to translate, and when.
What does the law require?
In Quebec, section 40.1 of the Securities Act requires a prospectus, and every document a regulation requires to be incorporated into it by reference, to be drawn up in French only or in French and English. With a short form prospectus, that covers the annual information form, financial statements, MD&A and management information circular.
Who is covered
- Issuers filing a prospectus in Quebec: long form, short form or base shelf
- Reporting issuers whose AIF, MD&A or circular is incorporated by reference into that prospectus
- Take-over bidders and target boards, for their circulars
- Investment funds distributing their securities in Quebec under a prospectus
- Firms preparing filings on behalf of issuer clients
What the obligation covers
Securities Act (Quebec), s. 40.1
Every type of prospectus, the offering memorandum prescribed by regulation, take-over bid circulars and directors' circulars are drawn up in French only or in French and English. The rule extends to any document required by regulation to be incorporated by reference.
Official source: Securities Act (CQLR c. V-1.1), s. 40.1 — LégisQuébecRegulation 44-101 respecting Short Form Prospectus Distributions
A short form prospectus incorporates by reference the issuer's annual information form and continuous disclosure documents. Those filed while the prospectus is in effect are deemed incorporated: each then needs a French version.
Official source: Regulation 44-101 respecting Short Form Prospectus Distributions (CQLR c. V-1.1, r. 16)Regulation 51-102 respecting Continuous Disclosure Obligations (NI 51-102)
It sets the content of the AIF, the MD&A and the management information circular. The French requirement comes from section 40.1: one of these documents is caught when it is incorporated by reference into a prospectus.
Official source: Regulation 51-102 respecting Continuous Disclosure Obligations (CQLR c. V-1.1, r. 24)Autorité des marchés financiers (AMF)
It can exempt an issuer from section 40.1. An exemption can come with conditions, for instance translating as soon as an offering targets Quebec purchasers.
Official source: Autorité des marchés financiers (Quebec)
Documents affected
Section 40.1: what triggers translation
Section 40.1 does not target continuous disclosure as such. It targets the prospectus, then "any document required by regulation to be incorporated by reference". Incorporation by reference is what brings the AIF, financial statements, MD&A and circular within the rule.
An issuer distributing securities in Quebec under a short form prospectus therefore needs those documents in French. While the prospectus is in effect, the ones it files afterwards are deemed incorporated: translation then follows every filing cycle.
A reporting issuer with no prospectus in effect in Quebec does not have to translate its circular or MD&A under section 40.1. Preparing those versions ahead of time still keeps an offering from waiting on translation.
What happens if you fall short
An incomplete filing delays the receipt, and a delayed receipt shifts a transaction whose timing depends on market conditions. More seriously: a divergence between the French and English versions of a filed document can amount to a misrepresentation, with the liability that attaches to it. This is not a linguistic risk, it is a market risk.
Frequently asked questions
When in the calendar should translation start?
On drafts, not on the final document. A prospectus is rarely settled: starting early and retranslating the delta costs less, and above all holds the filing date.
Do we need a certified translator?
A regulatory filing does not require a certified translator's seal the way an immigration file does. Some issuers ask for an attestation; we provide one on request.
Our financial statements are largely carried over. Do we pay twice?
No. Sections repeated year to year are returned by the memory and not re-billed at full rate. Over an annual cycle, that is most of the document.
Who approves the accounting terminology?
Your team. We propose a glossary drawn from your past filings, you settle it, and it then governs every later document — including for a translator with a personal preference.
Does a management information circular always have to be translated?
Not under section 40.1 while it is not incorporated into any prospectus filed in Quebec. Once it is, for instance in a short form prospectus, its French version becomes required.
Does an AMF exemption remove the translation?
Not necessarily. An exemption can come with conditions, such as translating the prospectus and incorporated documents if the offering targets Quebec purchasers. Read the decision before taking a document off the translation calendar.
Find out what applies to you
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See also our sector page: Financial services.
Last regulatory review: July 27, 2026. Provided for information only. This is not legal advice. Consult legal counsel for your own situation.