Pre-Merger Notification Guide: Canada’s Competition Act

Canada's Pre-Merger Notification Regime

Canada's Competition Act provides that certain types of transactions (Notifiable Transactions) exceeding monetary and other thresholds – referred to as “party size” and “transaction-size” thresholds – must be notified to the Commissioner of Competition (Commissioner), who is the head of the Competition Bureau (Bureau), prior to closing. In the absence of an exemption or a waiver, parties to Notifiable Transactions must provide the Commissioner with prescribed information and comply with a specified waiting period before completing the transaction.

Parties that have completed a Notifiable Transaction without complying with these provisions may have committed a criminal offence and be liable for significant fines and court-ordered remedies, including dissolution of the transaction.

It is important to note that, irrespective of size, all acquisitions of control or of a significant interest in the business of another entity with a real and substantial connection to Canada may be subject to review and possible challenge by the Commissioner for up to three years after closing if the Commissioner finds that the merger is likely to prevent or lessen competition substantially. Only the Commissioner can commence a challenge under the merger provisions of the Act. Applications by the Commissioner are heard by the Competition Tribunal, which is a quasi-judicial body comprising lay and judicial members. The Commissioner actively monitors media reports for non-notified mergers; therefore, parties to such proposed acquisitions should consult competition law experts early in the process to minimize the risk of unforeseen consequences.

This step-by-step guide is designed to assist with determining whether a proposed transaction is subject to mandatory pre-merger notification in Canada. All amounts are expressed in Canadian dollars and are based on audited financial statements for the most recent fiscal year – for example, asset values refer to book value reported in audited financial statements, not fair market value. (Monetary amounts referenced in this guide are current as of April 1, 2026.)

Determining Whether a Transaction Is Notifiable

Step 1: Assess the Transaction-Size Threshold

The Act contemplates five broad categories of transactions that are subject to pre-merger notification (listed below). Each category requires that the target has an “operating business” in Canada, defined as a business undertaking in Canada to which employees employed in connection with the undertaking ordinarily report for work.

If there is an “operating business” in Canada, does the proposed transaction exceed the applicable transaction-size threshold on the basis of the relevant transaction type below?

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The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.