An Act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act and the Competition Act (S.C. 2018, c. 8)

Marginal note:2009, c. 2, s. 426

112 Subsection 76(4) of the Act is replaced by the following:

Marginal note:R.S., c. 19 (2nd Supp.), s. 45; 1999, c. 31, s. 52(1)(F)

• 113 (1) The portion of subsection 77(4) of the Act after paragraph (c) is replaced by the following:

  No order made under this section applies in respect of exclusive dealing, market restriction or tied selling between or among entities that are affiliated.

• Marginal note:R.S., c. 19 (2nd Supp.), s. 45; 1999, c. 31, ss. 52(2)(F) and (3)(F)

  (2) Subsection 77(5) of the Act is replaced by the following:

  • Marginal note:If entity affiliated

    (5) For the purposes of subsection (4), in addition to the circumstances specified in paragraph 2(2)(a) or (b) under which two entities are affiliated, an entity is affiliated with another entity in respect of any agreement between them in which one of them grants to the other the right to use a trademark or trade name to identify the business of the grantee, if

    • (a) the business is related to the sale or distribution, in accordance with a marketing plan or system prescribed substantially by the grantor, of a multiplicity of products obtained from competing sources of supply and a multiplicity of suppliers; and

    • (b) no one product dominates the business.

Marginal note:2002, c. 16, s. 11.5

114 Section 79.1 of the English version of the Act is replaced by the following:

Marginal note:2009, c. 2, s. 429

115 Subsection 90.1(7) of the Act is replaced by the following:

Marginal note:R.S., c. 19 (2nd Supp.), s. 45

• 116 (1) The definition person in subsection 108(1) of the Act is replaced by the following:

  person

  person means an entity, an individual, a trustee, an executor, an administrator or a liquidator of the succession, an administrator of the property of others or a representative, but does not include a bare trustee or a trustee responsible exclusively for preserving and transferring the property of a person; (personne)

• (2) Subsection 108(1) of the Act is amended by adding the following in alphabetical order:

  equity interest

  equity interest means

  • (a) in the case of a corporation, a share in the corporation; and

  • (b) in the case of an entity other than a corporation, an interest that entitles the holder of that interest to receive profits of that entity or assets of that entity on its dissolution. (intérêt relatif à des capitaux propres)

• Marginal note:R.S., c. 19 (2nd Supp.), s. 45

  (3) Subsection 108(2) of the Act is replaced by the following:

  • Marginal note:Entities controlled by Her Majesty

    (2) For the purposes of this Part, except section 113, one entity is not affiliated with another entity by reason only of the fact that both entities are controlled by Her Majesty in right of Canada or a province, as the case may be.

Marginal note:1999, c. 2, s. 26

117 Subsection 109(2) of the Act is replaced by the following:

Marginal note:2009, c. 2, s. 436

• 118 (1) The portion of subsection 110(3) of the Act before subparagraph (a)(ii) is replaced by the following:

  • Marginal note:Acquisition of shares

    (3) Subject to sections 111 and 113, this Part applies in respect of a proposed acquisition of voting shares of a corporation that carries on an operating business or controls an entity that carries on an operating business

    • (a) if

      • (i) the aggregate value of the assets in Canada, determined as of the time and in the manner that is prescribed, that are owned by the corporation or by entities controlled by that corporation, other than assets that are equity interests in those entities, would exceed the amount set out in subsection (7) or the amount determined under subsection (8), as the case may be, or

• Marginal note:2009, c. 2, s. 436

  (2) The portion of subsection 110(4) of the Act before paragraph (b) is replaced by the following:

  • Marginal note:Amalgamation

    (4) Subject to subsection (4.1) and section 113, this Part applies in respect of a proposed amalgamation of two or more entities if one or more of those entities carries on an operating business, or controls an entity that carries on an operating business, and if

    • (a) the aggregate value of the assets in Canada, determined as of the time and in the manner that is prescribed, that would be owned by the continuing entity that would result from the amalgamation or by entities controlled by the continuing entity, other than assets that are equity interests in those entities, would exceed the amount set out in subsection (7) or the amount determined under subsection (8), as the case may be; or

• Marginal note:2009, c. 2, s. 436

  (3) The portion of subsection 110(4.1) of the Act before paragraph (a) is replaced by the following:

  • Marginal note:General limit — parties to amalgamation

    (4.1) This Part does not apply in respect of a proposed amalgamation of two or more entities if one or more of those entities carries on an operating business or controls an entity that carries on an operating business, unless each of at least two of the amalgamating entities, together with its affiliates,

• Marginal note:2009, c. 2, s. 436

  (4) The portion of subsection 110(5) of the Act before paragraph (a) is replaced by the following:

  • Marginal note:Combination

    (5) Subject to sections 112 and 113, this Part applies in respect of a proposed combination of two or more persons to carry on business otherwise than through a corporation if one or more of those persons proposes to contribute to the combination assets that form all or part of an operating business carried on by those persons, or entities controlled by those persons, and if