Most owner-operated sales are nowhere near a Competition Bureau filing. But the tests are not based on the purchase price, and the party-size test counts affiliates — so a buyer with a larger group behind it can pull an ordinary transaction over the line. Here are the current numbers, from the Bureau, and what the Act actually measures.
Key takeaways
SECTION 01 OF 10
The Competition Bureau confirmed in March 2026 that the pre-merger notification threshold will remain at $93 million in 2026, following a decision by the Minister of Industry.
Its statement of when a filing is required is worth reading in full, because the structure matters: the Bureau “must generally receive advance notice of proposed transactions when: the company being acquired’s assets in Canada, or revenues from sales in, from, or into Canada generated from those assets exceed $93 million; and the combined assets in Canada or revenues from sales in, from, or into Canada generated from those assets of the parties and their affiliates exceed $400 million.”
Note the “and”. These are two tests, and both have to be exceeded before notification is required.
SECTION 02 OF 10
Competition Act s. 110 sets out which transactions the notification Part applies to. For an asset acquisition, the Part applies where “the aggregate value of the assets in Canada… or the gross revenues from sales in, from or into Canada generated from all the assets proposed to be acquired… would exceed the amount determined under subsection (7) or (8)”.
The share-acquisition test in s. 110(3) is built the same way, measuring the assets in Canada owned by the corporation and entities it controls, or the gross revenues generated from those assets.
What is absent from both is any reference to the purchase price. A business can sell for far more than the value of its Canadian assets, or far less, and neither fact determines whether a filing is required.
SECTION 03 OF 10
The base figure is in the statute. Section 110(7) provides that “in the year in which this subsection comes into force, the amount for the purposes of subsections (2) to (6) is $70,000,000”.
Section 110(8) then sets out the indexing. In later years the amount is whatever is prescribed, or failing that, an amount determined by the Minister in January “by rounding off to the nearest million dollars the amount arrived at by using the formula A × (B / C)”, where A is the previous year’s amount and B and C are averages of Nominal Gross Domestic Product at market prices over four consecutive quarters.
That is why the figure moves, why it is announced early in the year, and why any article stating a number without a year is unreliable. The statutory base is $70 million; the operative figure for 2026 is $93 million.
SECTION 04 OF 10
The transaction-size test looks at the target. The party-size test looks at the parties and their affiliates combined. That second test is where owner-operators are caught out, because it is not about their business at all.
A company with $95 million of Canadian assets being acquired by a mid-sized strategic buyer may clear both tests without anyone expecting it. The seller thinks of their business as a private company with a few hundred employees. The Act is looking at a combined group that includes the buyer’s parent and every entity it controls.
The practical consequence is that a seller frequently cannot answer the notification question alone. It depends on facts held by the buyer, which is a reason to ask the buyer for them early rather than discovering the issue in the closing timetable.
SECTION 05 OF 10
The Bureau is explicit that under the Competition Act, mergers of all sizes are subject to review. The notification thresholds determine whether advance notice is mandatory. They do not create a safe harbour below which the merger provisions stop applying.
For most small transactions this is theoretical. It stops being theoretical where a buyer is acquiring a direct competitor in a concentrated local market, which is a shape that occurs regularly in trades, healthcare services and regional distribution.
SECTION 06 OF 10
A notifiable transaction cannot simply close when the parties are ready. That is the real commercial consequence, and it belongs in the timetable and the conditions from the start rather than being discovered later.
It also affects who bears the delay. A purchase agreement that assumes a closing date without accounting for a required filing is an agreement that will need amending, and amendments negotiated under time pressure rarely favour the party that needs the deal more.
SECTION 07 OF 10
Notification usually surfaces on larger transactions, and larger transactions are more often where a seller is choosing between an outright sale and a combination rather than a simple exit.
That is a different decision with different consequences, and Treadstone Law addresses it directly in what you give up choosing a merger over a sale: “A straight sale converts your business into a known amount of money on a known date.” The trade-off is certainty against continued participation.
Worth being clear that page does not deal with notification or filing thresholds — it is about the commercial choice, which is the decision that comes first. On who to have advising you through it, the distinction between a business broker and an M&A advisor is the practical starting point.
SECTION 08 OF 10
It looks odd until you consider what the provisions are for. The merger provisions exist to protect competition in Canadian markets, so the screening test asks how much Canadian economic activity is changing hands, not how much the buyer agreed to pay for it.
Price reflects a great many things that have nothing to do with market structure: the seller’s urgency, the buyer’s strategic view, an earnout, a competitive process. Two businesses with identical Canadian assets and revenues can trade at very different multiples, and there is no reason competition screening should treat them differently.
The practical implication for a seller is that the number they care about most — the price — is not the number that determines the filing. Working from price is the single most common way owners get this question wrong.
SECTION 09 OF 10
The party-size test aggregates the parties and their affiliates. For a private seller the seller side of that calculation is usually straightforward: the company, and anything it controls.
The buyer side is where the number can be far larger than it appears. A regional operator may be a subsidiary of a national group, which is itself held by a fund. If the buyer is part of a structure like that, the combined figure is not something the seller can estimate from what they see across the table.
The reasonable request, early in diligence, is simply to ask the buyer to confirm whether the transaction is notifiable on their analysis, and to say so in the agreement. It costs nothing to ask and it moves a timetable risk onto the party that holds the facts.
SECTION 10 OF 10
If your business has under $93 million of Canadian assets and under $93 million of Canadian-sourced revenue, the transaction-size test is not met and there is no mandatory filing, whatever the price.
If you are near either figure, or your buyer is part of a substantially larger group, ask the question properly and ask it early. The inputs are Canadian assets and Canadian-sourced revenue for you and, on the second test, for the combined parties and affiliates.
And check the year. The figure is reset annually by a formula in the statute, and a number carried over from an old article is exactly the kind of error that looks authoritative and is not.
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