General Provisions Concerning Charges and Other Amounts Payable (continued)
Bankruptcies and Corporate Reorganizations (continued)
46 If two or more corporations (each of which is referred to in this section as a “predecessor”) are merged or amalgamated to form one corporation (in this section referred to as the “new corporation”), the new corporation is deemed to be a separate person from each of the predecessors for the purposes of this Act except that, for the purposes of sections 26 to 45 and 48 to 98, the new corporation is deemed to be the same corporation as, and a continuation of, each predecessor.
Marginal note:Member of a partnership
47 (1) For the purposes of this Act, anything done by a person as a member of a partnership is deemed to have been done by the partnership in the course of the partnership’s activities and not to have been done by the person.
Marginal note:Joint and several or solidary liability
(2) A partnership and each member or former member (each of which is referred to in this subsection as the “member”) of the partnership, other than a member who is a limited partner and is not a general partner, are jointly and severally or solidarily liable for
(a) the payment of all amounts that become payable by the partnership under this Act before or during the period during which the member is a member of the partnership or, if the member was a member of the partnership at the time the partnership was dissolved, after the dissolution of the partnership, except that
(i) the member is liable for the payment of amounts that become payable before the period only to the extent of the property and money that is regarded as property or money of the partnership under the relevant laws of general application in force in a province relating to partnerships, and
(ii) the payment by the partnership or by any member of the partnership of an amount in respect of the liability discharges the joint liability to the extent of that amount; and
(b) all other obligations under this Act that arose before or during that period for which the partnership is liable or, if the member was a member of the partnership at the time the partnership was dissolved, the obligations that arose upon or as a consequence of the dissolution.
Marginal note:Continuation of partnership
(3) If a partnership would, but for this subsection, be regarded as having ceased to exist, the partnership is deemed for the purposes of this Act not to have ceased to exist until the registration of the partnership is cancelled.
Marginal note:Continuation of predecessor partnership by new partnership
(a) a partnership (in this subsection referred to as the “predecessor partnership”) would, but for this section, be regarded as having ceased at any time to exist,
(b) a majority of the members of the predecessor partnership that together had, at or immediately before that time, more than a 50% interest in the capital of the predecessor partnership become members of another partnership of which they comprise more than half of the members, and
(c) the members of the predecessor partnership who become members of the other partnership transfer to the other partnership all or substantially all of the property distributed to them in settlement of their capital interests in the predecessor partnership,
the other partnership is deemed to be a continuation of and the same person as the predecessor partnership, except where the other partnership is registered under section 23 or applies for registration under section 22.
Records and Information
Marginal note:Keeping records
Marginal note:Minister may specify information
(2) The Minister may specify in writing the form that a record is to take and any information that the record must contain.
Marginal note:Language and location of record
(3) Unless otherwise authorized by the Minister, the records shall be kept in Canada, in English or French.
Marginal note:Electronic records
(4) Every person required under this Act to keep a record who does so electronically shall ensure that all equipment and software necessary to make the record intelligible are available during the retention period required for the record.
Marginal note:Inadequate records
(5) If a person fails to keep adequate records for the purposes of this Act, the Minister may, in writing, require the person to keep any records that the Minister may specify, and the person shall keep the records specified by the Minister.
Marginal note:General period for retention
(6) Every person who is required to keep records shall retain them until the expiry of six years after the end of the year to which they relate or for any other period that may be prescribed.
Marginal note:Objection or appeal
(7) If a person who is required under this Act to keep records serves a notice of objection or is a party to an appeal or reference under this Act, the person shall retain every record that pertains to the subject-matter of the objection, appeal or reference until the objection, appeal or reference is finally disposed of.
Marginal note:Demand by Minister
(8) If the Minister is of the opinion that it is necessary for the administration or enforcement of this Act, the Minister may, by a demand served personally or sent by mail, require any person required under this Act to keep records to retain those records for any period that is specified in the demand, and the person shall comply with the demand.
Marginal note:Permission for earlier disposal
(9) A person who is required under this Act to keep records may dispose of them before the expiry of the period during which they are required to be kept if written permission for their disposal is given by the Minister.
Marginal note:Requirement to provide records or information
49 (1) Despite any other provision of this Act but subject to subsection (2), the Minister may, for any purpose related to the administration or enforcement of this Act, including the collection of any amount payable under this Act by any person, by notice served personally or sent by mail, require that any person provide the Minister, within any reasonable time that is stipulated in the notice, with
Marginal note:Unnamed persons
(2) The Minister shall not impose on any person (in this section referred to as a “third party”) a requirement under subsection (1) to provide information or any record relating to one or more unnamed persons unless the Minister first obtains the authorization of a judge under subsection (3).
Marginal note:Judicial authorization
(3) On ex parte application by the Minister, a judge may, subject to any conditions that the judge considers appropriate, authorize the Minister to impose on a third party a requirement under subsection (1) relating to an unnamed person or more than one unnamed person (in this section referred to as the “group”) if the judge is satisfied by information on oath that
Marginal note:Service of authorization
(4) An authorization granted under subsection (3) shall be attached to the notice referred to in subsection (1).
Marginal note:Review of authorization
(5) If an authorization is granted under subsection (3), a third party on whom a notice is served or to whom a notice is sent under subsection (1) may, within 15 days after the service or sending, apply to the judge who granted the authorization or, if that judge is unable to act, to another judge of the same court for a review of the authorization.
Marginal note:Powers on review
(6) On hearing an application under subsection (5), a judge may
50 (1) The Minister may assess a person for any charge or other amount payable by the person under this Act and may, despite any previous assessment covering, in whole or in part, the same matter, vary the assessment, reassess the person assessed or make any additional assessments that the circumstances require.
Marginal note:Liability not affected
(2) The liability of a person to pay an amount under this Act is not affected by an incorrect or incomplete assessment or by the fact that no assessment has been made.
Marginal note:Minister not bound
(3) The Minister is not bound by any return, application or information provided by or on behalf of any person and may make an assessment despite any return, application or information provided or not provided.
Marginal note:Refund on reassessment
(4) If a person has paid an amount assessed under this section in respect of a reporting period and the amount paid exceeds the amount determined on reassessment to have been payable by the person in respect of that reporting period, the Minister shall refund to the person the amount of the excess and, for the purpose of section 35, the refund is deemed to have been required to be paid on the day on which the amount was paid to the Minister.
Marginal note:Determination of refunds
(5) In making an assessment, the Minister may take into account any refund payable to the person being assessed under this Act. If the Minister does so, the person is deemed to have applied for the refund under this Act on the day on which the notice of assessment is sent.
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