Most private-company deals never go near the Competition Bureau. Notification is only mandatory when two size thresholds are both crossed. But the Bureau can now challenge a merger it was never told about for three years after closing, so "under the threshold" is not the same thing as "safe".
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The party-size threshold. The parties to the transaction, together with their affiliates, must have assets in Canada, or gross revenues from sales in, from or into Canada, exceeding $400 million. This is measured across the whole corporate group on each side, which catches deals where a small Canadian target is bought by a large foreign group.
The transaction-size threshold. The assets in Canada of the target, or the annual gross revenues from sales in or from Canada generated from those assets, must exceed $93 million. The Minister confirmed on 2 March 2026 that this figure stays at $93 million for 2026 — it has been unchanged since 2021. If only one of the two thresholds is crossed, there is no obligation to notify.
There is a third test for share deals. Even where both size thresholds are met, an acquisition of voting shares is notifiable under section 110 only if the buyer and its affiliates would end up holding voting shares carrying more than 20% of the votes where any of the target's shares are publicly traded, more than 35% where none are, or more than 50% where the buyer is already above the first threshold. Asset purchases, amalgamations and combinations each have their own trigger.
Filing starts a statutory 30-day waiting period, and the parties cannot close before it expires. Most notified deals clear inside it. Where the Bureau needs more, it issues a supplementary information request — the Canadian equivalent of a US second request — and the transaction cannot be completed until 30 days after the parties have fully complied. SIRs are expensive and can add months. Most of the work in a merger filing is aimed at not getting one.
The alternative route is an advance ruling certificate under section 102. The Commissioner issues one where there would not be sufficient grounds to challenge the merger, and it gives real comfort: the merger cannot be challenged if it closes within one year of the certificate and the facts remain substantially the same. Where an ARC is not appropriate the Bureau often issues a no-action letter instead, usually with a waiver of the notification requirement.
There is a fee, and it is a disbursement, not our charge. The merger review filing fee rose to $90,198.19 effective 1 April 2026, payable once per transaction whether you are notifying or requesting an ARC. Who pays it is a negotiated term of the purchase agreement — most commonly the buyer, sometimes split. Closing while the waiting period is still running exposes the parties to a court order dissolving the merger and an administrative monetary penalty of up to $10,000 for each day of non-compliance.
Separately from notification, section 92 lets the Competition Tribunal act against a merger that prevents or lessens competition substantially. The June 2024 amendments made that materially easier for the Bureau. A rebuttable structural presumption was introduced: a merger is presumed anti-competitive where it increases the concentration index by more than 100 and either the post-merger index exceeds 1,800 or the parties' combined post-merger market share exceeds 30%. The parties can rebut it, but they now start behind.
The efficiencies defence — which had allowed an anti-competitive merger to proceed where the efficiency gains outweighed the harm, and which was distinctively Canadian — was repealed in December 2023. The old prohibition on finding a merger anti-competitive solely on the basis of market shares or concentration went in June 2024.
And the window for challenging a merger the Bureau was never notified of was extended to three years after closing. That is the single most important change for small and mid-market deals, because those are exactly the deals that sit below the notification thresholds. If your transaction consolidates a regional market, the fact that you did not have to file does not mean the file is closed.
It is a separate statute with separate triggers. Any non-Canadian acquiring control of a Canadian business must at minimum file a notification, regardless of size. Above thresholds that are reset annually and vary depending on whether the investor is a trade-agreement investor, a WTO investor or a state-owned enterprise, the investment instead requires net benefit approval before it can close.
National security review sits on top of all of it and has no monetary threshold at all. A small investment, including a minority investment that does not amount to control, can be reviewed and can be blocked or unwound. Sensitive sectors — critical minerals, defence, data about Canadians, critical infrastructure — attract far more attention than they did five years ago. Cultural businesses have their own rules.
Whichever regime applies, it belongs in the purchase agreement, not in a side conversation. You need a clear condition precedent for clearance, an outside date long enough to survive a supplementary information request, an allocation of the filing fee, and an agreed standard of effort — whether each party must use reasonable best efforts, or whether the buyer takes the regulatory risk outright.
Run three numbers. First, do the two sides plus all their affiliates have more than $400 million of assets in Canada or Canadian-linked revenue? If no, stop — no notification. Second, does the target have more than $93 million of assets in Canada or revenue generated from them? If no, stop. Third, for a share purchase, does the buyer end up above 20% (public target), 35% (private target) or 50% (if already above)? Only if all the applicable tests are met is filing mandatory.
Yes. The notification thresholds only decide whether you must tell the Bureau in advance. The Commissioner's power to challenge a merger under section 92 applies to any merger of any size, and since June 2024 the Bureau has three years after closing to challenge a merger that was not notified. Deals that combine the only two suppliers in a regional market are worth a short written assessment even where no filing is required.
For a straightforward transaction, expect the 30-day statutory waiting period, and often clearance before it expires. The Bureau publishes service standards for non-complex and complex reviews, with complex matters taking materially longer. If a supplementary information request is issued, plan on months — the waiting period only restarts once you have fully complied, and compliance itself is a substantial document production. Set the outside date in the purchase agreement accordingly.
The Act does not say — it is a term of the deal. Most commonly the buyer pays, since clearance is usually a buyer condition, but splitting it is common where both parties benefit from certainty. It is $90,198.19 as of 1 April 2026 and it is charged once per transaction, so agree in the letter of intent who bears it rather than discovering the point at signing. It is a disbursement billed at cost and is not part of our fee.
No. Closing a notifiable transaction before the waiting period has expired is a breach of section 123, and the Commissioner can ask the court to order the merger dissolved and to impose an administrative monetary penalty of up to $10,000 per day of non-compliance. Beyond the money, a completed merger that the Bureau then unwinds is commercially catastrophic. If your closing is under time pressure, the answer is an ARC or a no-action letter, not a gamble.
Open your file tonight — a licensed Ontario lawyer will confirm everything with you by tomorrow.