Glossary
CEO/CFO Certificates (NI 52-109): Basic vs Full Certificates and What the CFO Needs Before Signing
A CEO/CFO certificate is a signed statement, required by National Instrument 52-109, in which each chief executive officer and chief financial officer of a Canadian reporting issuer certifies that its annual or interim filings contain no misrepresentation and fairly present its financial condition. Venture issuers usually file a shorter “basic” certificate.
Each certifying officer signs a separate certificate for every annual and interim filing. It is a personal statement, filed publicly on SEDAR+, and it is separate from the auditor’s report.
What is a CFO certificate in Canada?
In Canadian securities law, “CFO certificate” usually means the certificate the chief financial officer files under NI 52-109, Certification of Disclosure in Issuers’ Annual and Interim Filings. (The same search term also brings up CFO training programs, which are unrelated.)
NI 52-109 defines a certifying officer as each CEO and each CFO, or, if the issuer has no CEO or no CFO, each individual performing similar functions to the missing office. An interim or fractional CFO appointed to the officer role has the corresponding certification responsibilities. An outside preparer who does not hold or perform that office does not sign merely because they prepared the package.
What the certificate covers:
Annual certificate:
the annual financial statements, annual MD&A and the annual information form (AIF), if any. It is filed on the later of the AIF filing date (if an AIF is required) and the date the annual statements and MD&A are filed.
Interim certificate:
the interim financial report and interim MD&A, filed on the same date as those documents.
Later voluntary AIF:
a venture issuer that files an AIF after its annual package must file separate Form 52-109F1-AIF certificates on that date (section 4.1 (3)).
Refiled documents:
if the statements, MD&A or AIF are refiled, new certificates are filed in the “R” forms (52-109F1R or F2R) on the refiling date.
Every certificate is filed separately from the documents it covers and is dated the day it is filed. The instrument and official forms control the wording; the workflow below is preparation guidance.
What is the difference between a basic and a full certificate?
The basic certificate keeps the core accuracy promise and drops the internal control representations. This comparison follows the current form wording.
| Certificate paragraph | Venture issuer basic (Form 52-109FV1 annual, FV2 interim) | Full certificate (Form 52-109F1 annual, F2 interim) |
|---|---|---|
| 1. Review of the filings | Yes | Yes |
| 2. No misrepresentations, “based on my knowledge, having exercised reasonable diligence” | Yes | Yes |
| 3. Fair presentation of financial condition, performance and cash flows | Yes | Yes |
| 4. Responsibility for disclosure controls (DC&P) and internal control over financial reporting (ICFR) | No | Yes |
| 5. Design of DC&P and ICFR, the control framework used, and any material weakness or scope limitation (5.1 to 5.3) | No | Yes |
| 6. Evaluation of DC&P and ICFR effectiveness, with conclusions in the annual MD&A | No | Yes (annual) |
| 7. Reporting changes in ICFR in the MD&A | No | Yes |
| 8. Disclosure to the auditors and the board or audit committee of any fraud involving management or employees with a significant role in ICFR | No | Yes (annual) |
| Note to reader explaining that DC&P and ICFR representations are not made | Included | Not applicable |
Sources: NI 52-109 sections 4.2 and 5.2; Forms 52-109FV1, FV2 and F1 as published by the BCSC, checked October 7, 2026. Paragraph numbers follow the annual forms; in Form 52-109F2 the ICFR changes paragraph is number 6.
Three practical points follow from the rule text:
A venture issuer may choose the full form.
If it does, it must use a control framework to design its ICFR (NI 52-109 section 3.4).
Check whether you are still a venture issuer.
The September 19, 2025 consolidation of NI 52-109 excludes a “CSE senior tier issuer” from the venture issuer definition, alongside issuers listed on the TSX, Cboe Canada or a US marketplace. Status is tested at the end of the period the filings cover.
Separate IPO/RTO forms exist
(52-109F1 – IPO/RTO and F2 – IPO/RTO) for the first filings after an issuer becomes a reporting issuer, completes a reverse takeover or becomes a non-venture issuer. Confirm the right one with counsel during a listing or graduation.
What does the CFO need before signing?
The rule does not prescribe a process, but each paragraph of the certificate points at evidence the signer should have. This table is a sign-off workflow built from the certificate wording and NI 51-102.
| Step | What the CFO should have in hand | Which certificate promise it supports |
|---|---|---|
| 1. Confirm status and form | Venture or non-venture status at period end; correct form (basic, full, IPO/RTO or refiled) | Filing the right certificate |
| 2. Final statements | IFRS statements tied to the trial balance and working papers, with notes complete | Fair presentation |
| 3. MD&A tied out | Every MD&A figure reconciled to the statements; liquidity, operations and forward-looking sections current | No misrepresentation; fair presentation |
| 4. Events after period end | Subsequent events, material changes and new or amended material contracts checked against what has been disclosed and filed | No misrepresentation (omissions count) |
| 5. Non-GAAP measures | Labels and reconciliations under NI 52-112 in the MD&A and news release | No misrepresentation |
| 6. Auditor matters | Annual: the audit opinion and any adjustments posted. Interim: any review communication, if the issuer engages its auditor to review | Fair presentation |
| 7. Internal sign-offs | Written confirmations from the people who prepared or supplied information (a supporting practice, not a rule requirement) | “Reasonable diligence” |
| 8. Approvals | Board approval of annual statements and annual MD&A; interim statement and MD&A approval may be delegated to the audit committee (NI 51-102 sections 4.5 and 5.5) | Filing readiness |
| 9. Controls (full certificate only) | DC&P and ICFR design documentation, named control framework, effectiveness evaluation and MD&A disclosure | Paragraphs 4 to 7 |
| 10. Filing | One certificate per certifying officer, dated the filing date, filed separately on SEDAR+ | NI 52-109 Part 7 |
Why does a weak filing make the certificate harder?
When a regulator reviews an issuer’s continuous disclosure and requires a refiling, the certificates are refiled too. In the selected reviews reported by the CSA, 21% of CSA review outcomes in fiscal 2024 were refilings, and 8% were enforcement referrals, cease trade orders or default listings (CSA Staff Notice 51-365, November 2024). The OSC’s most common immediate actions in fiscal 2025 included refiling financial statements to correct material misstatements and refiling MD&A that did not meet Form 51-102F1 (OSC Staff Notice 51-737, December 2025).
The certificate should be checked against the final document set. If steps 2 to 5 above are not done, the signer is attesting to a file that has not been checked. Our MD&A guide lists the MD&A findings regulators raise most.
Do semi-annual reporters still file interim certificates?
Since March 19, 2026, an eligible venture issuer can rely on BCSC Coordinated Blanket Order 51-933 and not file an interim financial report and MD&A for the three and nine month periods. Interim certificates are filed on the same date as the interim filings, so where no interim filings are made for those periods, there are no interim filings to certify. The six-month interim report, MD&A and certificates are still required. The order does not expressly amend NI 52-109. Confirm certificate treatment, all eligibility conditions and any voluntary filing with counsel before relying on the exemption. The issuer filing calendar shows the dates.
The semi-annual reporting order also includes conditions concerning sanctions, cease trade orders and earlier cessation of reliance during the preceding 12 months. Eligibility is tested at each relevant period end; a revenue threshold and current filings alone are insufficient.
Practitioner note
Treewalk’s public company team drafts CEO/CFO certificates as part of each quarter-end and year-end package, alongside the IFRS statements, MD&A, board and audit committee resolutions and SEDAR+ filing coordination. Where a Treewalk professional holds the CFO role for a listed client, that person signs the CFO certificate as the certifying officer. Treewalk does not audit or review financial statements and does not give legal advice. For filing support, see our public companies services.
Frequently asked questions
Is a CEO/CFO certificate the same as an audit report?
No. The auditor’s report is the auditor’s opinion on the annual financial statements. The certificates are the officers’ own statements, and they cover the MD&A and AIF as well as the statements.
Do TSXV and CSE companies have to file certificates?
Yes, for every annual and interim filing. Most file the basic venture issuer forms, which leave out the internal control representations. A CSE senior tier issuer is not a venture issuer under the current definition.
Who can sign the CFO certificate?
Each CEO and each CFO of the issuer, or the individual performing similar functions where either office is absent. An interim or fractional CFO who holds the CFO role signs as that officer.
When is the certificate filed?
On the same date as the interim filings, or for annual filings on the later of the AIF date (if one is required) and the annual statements and MD&A date. It is dated the day it is filed.
Is this legal advice?
No. It summarizes NI 52-109 and its forms as consolidated in September 2025. Confirm how they apply to your company with securities counsel.
Where to next
See how the certificate fits the rest of the cycle in our guides to continuous disclosure, SEDAR+ filing support and audit committee liaison. For help with a filing, contact us or visit our public companies page.
