Notifiable Transactions Regulations (SOR/87-348)

Regulations are current to 2017-10-13 and last amended on 2010-02-02. Previous Versions

 Subject to section 12, for the purposes of sections 109 and 110 of the Act, the aggregate value of assets of a person shall be determined as of the last day of the period covered by the most recent audited financial statements in which those assets are accounted for, where that day is not more than 15 months prior to the reference date.

  • SOR/2010-22, s. 11.

 Subject to section 13, for the purposes of sections 109 and 110 of the Act, gross revenues from sales of a person shall be determined for the annual period ended on the last day, which day is not more than 15 months prior to the reference date, of the period

  • (a) covered by the most recent audited financial statements in which those gross revenues are accounted for; and

  • (b) in the case where the period covered by the financial statements referred to in paragraph (a) is less than 12 months, covered by those financial statements and by audited financial statements in which the gross revenues are accounted for, covering the balance of the 12-month period.

  • SOR/2010-22, s. 11.

Provisions with Respect to Parties to the Transaction

  •  (1) For the purposes of paragraph 109(1)(a) of the Act, the aggregate value of assets in Canada of the parties to a transaction, together with their affiliates, shall be determined by aggregating the aggregate values of the assets in Canada of each of the parties and each affiliate.

  • (2) For each party or affiliate referred to in subsection (1), the aggregate value of its assets in Canada shall equal the aggregate amount of those assets as stated in the audited financial statements referred to in section 6.

  • SOR/2010-22, s. 11.
  •  (1) For the purposes of paragraph 109(1)(b) of the Act, gross revenues from sales in, from or into Canada of the parties to a transaction, together with their affiliates, shall be determined by aggregating the gross revenues from sales in, from or into Canada of each of the parties and each affiliate.

  • (2) For each party or affiliate referred to in subsection (1), the gross revenues from sales in, from or into Canada shall equal the aggregate amount of those gross revenues as stated in the audited financial statements referred to in section 7.

  • SOR/2010-22, s. 11.

Provisions with Respect to Parties to an Amalgamation

  •  (1) For the purpose of subsection 110(4.1) of the Act, the aggregate value of assets in Canada of an amalgamating corporation, together with its affiliates, shall be determined by aggregating the aggregate values of the assets in Canada of the corporation and each affiliate.

  • (2) For the amalgamating corporation and each affiliate, the aggregate value of its assets in Canada shall equal the aggregate amount of those assets as stated in the audited financial statements referred to in section 6.

  • SOR/2010-22, s. 2.
  •  (1) For the purpose of subsection 110(4.1) of the Act, gross revenues from sales in, from or into Canada of an amalgamating corporation, together with its affiliates, shall be determined by aggregating the gross revenues from sales in, from or into Canada of the corporation and each affiliate.

  • (2) For the amalgamating corporation and each affiliate, the gross revenues from sales in, from or into Canada shall equal the aggregate amount of those gross revenues as stated in the audited financial statements referred to in section 7.

  • SOR/2010-22, s. 2.

Provisions Applicable to Transactions

 For the purposes of subsections 110(2) to (4), (5) and (6) of the Act, the aggregate value of assets in Canada

  • (a) of an operating business referred to in subsection 110(2) of the Act,

  • (b) that are owned by any corporation referred to in paragraph 110(3)(a) of the Act,

  • (c) that would be owned by any corporation referred to in paragraph 110(4)(a) of the Act, or

  • (d) that are the subject-matter of a combination referred to in subsection 110(5) or (6) of the Act

shall equal the aggregate value of such assets, as stated in the audited financial statements referred to in section 6.

  • SOR/2000-8, s. 4;
  • SOR/2010-22, s. 3.

 For the purposes of subsections 110(2) to (4), (5) and (6) of the Act, the gross revenues from sales in or from Canada generated from the assets in Canada

  • (a) of an operating business referred to in subsection 110(2) of the Act,

  • (b) that are owned by any corporation referred to in paragraph 110(3)(a) of the Act,

  • (c) that would be owned by any corporation referred to in paragraph 110(4)(a) of the Act, or

  • (d) that are the subject-matter of a combination referred to in subsection 110(5) or (6) of the Act

shall equal the aggregate amount of the gross revenues from sales in or from Canada generated from such assets, as stated in the audited financial statements referred to in section 7.

  • SOR/2000-8, s. 4;
  • SOR/2010-22, s. 4.

Determination of Aggregate Value — Specific Circumstances

  •  (1) If the aggregate value of a person’s assets cannot reasonably be determined in accordance with subsection 8(2) or 9.1(2) or section 10, the aggregate value of the assets

    • (a) shall equal the aggregate amount of the assets as stated in the books of the person with such adjustment as may be necessary to ensure that the determination is in accordance with the accounting principles referred to in paragraph 3(a); and

    • (b) shall be determined as of the most recent date that the amount can reasonably be determined, provided that that date is within three months prior to the reference date.

  • (2) The determination of the aggregate value of assets referred to in subsection (1) is subject to the requirements of section 4.

  • SOR/2000-8, s. 5(F);
  • SOR/2010-22, s. 5.
  •  (1) If gross revenues from a person’s sales cannot reasonably be determined in accordance with subsection 9(2) or 9.2(2) or section 11, the gross revenues

    • (a) shall equal the amount of the gross revenues as stated in the books of the person with such adjustments as may be necessary to ensure that the determination is in accordance with the accounting principles referred to in paragraph 3(a); and

    • (b) shall be determined for the most recent annual period for which the amount can reasonably be determined provided that the last day of that period is within three months prior to the reference date.

  • (2) The determination of the gross revenues from sales referred to in subsection (1) is subject to the requirements of section 5.

  • SOR/2000-8, s. 6(F);
  • SOR/2010-22, s. 6.
  •  (1) If, subsequent to the day or date referred to in section 6 or 12 or the annual period referred to in section 7 or 13, as the case may be, any party to a proposed transaction or any affiliate of that party was a party to or was otherwise affected by a transaction or event the consequences of which, if taken into account, would affect the determination of whether notification is required to be given under section 114 of the Act with respect to the proposed transaction, the values or amounts referred to in sections 8 to 13 shall be adjusted to reflect that transaction or event.

  • (2) A transaction or event referred to in subsection (1) includes any of the following:

    • (a) a write-down or re-evaluation for financial reporting purposes of the value of any assets of the parties to the proposed transaction or their affiliates;

    • (b) any disposition, acquisition or reorganization that is likely to have a material effect on the aggregate value of the assets of the parties to the proposed transaction or their affiliates; and

    • (c) any agreement, arrangement, understanding or other transaction or event that is likely to have a material effect on the aggregate value of the assets or gross revenues from sales of the parties to the proposed transaction or their affiliates.

  • SOR/2010-22, s. 7.

 [Repealed, SOR/2010-22, s. 8]

Transactions that Are Exempt from Part IX of the Act

  •  (1) A transaction that is an acquisition of financial assets that is undertaken to give effect to an asset securitization transaction is exempt from the application of Part IX of the Act.

  • (2) A transaction that is an acquisition of assets other than financial assets that is undertaken to give effect to an asset securitization transaction is exempt from the application of Part IX of the Act, unless any person would, as a result of the transaction or transactions, acquire all or substantially all of the assets, other than financial assets, of a business or an operating segment of a business carried on by the person disposing of the assets.

  • SOR/2000-8, s. 7.
 
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