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Does your deal need a Competition Act pre-merger notification?

A Canadian deal needs a pre-merger notification when both thresholds are met in 2026: the parties with affiliates have more than C$400 million in Canadian assets or revenues, and the target has more than C$93 million in Canadian assets or revenues from those assets, plus the share or interest test.

Party-size test (C$400 million)Met
Transaction-size test (C$93 million)Met
Pre-merger notificationLikely required: 30-day waiting period

How it works

The party-size test counts the parties and their affiliates: assets in Canada or gross revenues from sales in, from or into Canada. The transaction-size test looks at the target's assets in Canada, or the gross revenues from sales in or from Canada generated by those assets. The Minister left the C$93 million figure unchanged for 2026.

For share purchases, notification applies when the buyer passes 20% of the voting shares of a public company, 35% of a private one, or 50% if it already held more than those levels. Exemptions and the calculation rules are technical: confirm with competition counsel.

Test2026 figureWhat counts
Party sizeC$400 millionCombined assets in Canada or gross revenues from sales in, from or into Canada, parties and affiliates
Transaction sizeC$93 millionTarget's assets in Canada or gross revenues from sales in or from Canada from those assets
Shareholding20% / 35% / 50%Voting shares of a public / private corporation, or above 50% when already past those

Source: Competition Bureau, March 2, 2026: pre-merger notification threshold remains C$93 million. Figures are for planning only and are not legal or tax advice.

Where this matters

FAQ

What happens after filing?

A 30-day waiting period starts once both sides file complete notifications. The Bureau can issue a supplementary information request, which restarts a 30-day clock after compliance.

Can the Bureau review a deal below the thresholds?

Yes. Non-notifiable mergers can still be reviewed, and the 2023 and 2024 amendments extended the period for challenging non-notified deals.

What does the data room have to do with it?

Competitor buyers often need a clean team area for pricing and customer data, and the Bureau may ask for internal documents. A room with tight permissions and a full log helps.