97.4 (1) If two or more corporations (in this section each referred to as a “predecessor”) are merged or amalgamated to form one corporation (in this section referred to as the “new corporation”), the new corporation is, for the purposes of this Act, deemed to be a separate person from each of the predecessors and the same corporation as, and a continuation of, each predecessor.

(2) Subsection (1) does not apply to the merger or amalgamation of two or more corporations that is the result of the acquisition of property of one corporation by another corporation pursuant to the purchase of the property by the other corporation or as the result of the distribution of the property to the other corporation on the winding-up of the corporation.

2001, c. 25, s. 58.

97.41 For the purposes of this Act, if at any time a particular corporation is wound up and not less than 90% of the issued shares of each class of the capital stock of the particular corporation were, immediately before that time, owned by another corporation, the other corporation is deemed to be the same corporation as, and a continuation of, the particular corporation.

2001, c. 25, s. 58.

97.42 (1) For the purposes of this Act, anything done by a person as a member of a partnership is deemed to have been done by the partnership in the course of the partnership’s activities and not to have been done by the person.

(2) A partnership and each member or former member (each of which is referred to in this subsection as the “member”) of the partnership (other than a member which is a limited partner and is not a general partner) are jointly and severally or solidarily liable for

(a) the payment of all amounts that become payable by the partnership under this Act before or during the period during which the member is a member of the partnership or, if the member was a member of the partnership at the time the partnership was dissolved, after the dissolution of the partnership, except that

(i) the member is liable for the payment of amounts that become payable before that period only to the extent of the property and money that is regarded as property or money of the partnership in accordance with the laws of the province governing the partnership, and

(ii) the payment by the partnership or by any member of the partnership of an amount in respect of the liability discharges the joint liability to the extent of that amount; and

(b) all other obligations under this Act that arose before or during the period for which the partnership is liable or, if the member was a member of the partnership at the time the partnership was dissolved, the obligations that arose upon or as a consequence of the dissolution.

2001, c. 25, s. 58.

97.43 If any amount is required to be paid or any other thing is required to be done under this Act by a person (in this section referred to as the “body”) that is not an individual, corporation, partnership, trust or estate, the following persons are jointly and severally or solidarily liable to pay that amount or to comply with the requirement:

(a) every member of the body holding office as president, chairperson, treasurer, secretary or similar officer of the body;

(b) if there are no members referred to in paragraph (a), every member of any committee having management of the affairs of the body; and

(c) if there are no members referred to in paragraph (a) or (b), every member of the body.

The payment of the amount or the fullfilment of the requirement by a member is deemed to be compliance with the requirement.

2001, c. 25, s. 58.

97.44 (1) The Minister may assess any amount that a person is liable to pay

(a) under section 97.28, before the expiry of four years after the notice from the Minister requiring the payment is issued to the person; and

(b) under section 97.29, at any time.

The Minister may reassess the amount or make an additional assessment.

(2) If a person has been assessed an amount under subsection (1), the person shall pay, in addition to the amount, interest at the prescribed rate for the period beginning on the first day after the day the amount was assessed and ending on the day the amount is paid.

(3) Paragraph (1)(a) does not apply in respect of a reassessment of a person made

(a) to give effect to a decision on an objection or appeal; or

(b) with the consent in writing of the person to dispose of an appeal.

(4) An assessment under paragraph (1)(a) may be made at any time if the person to be assessed has

(a) made a misrepresentation that is attributable to the person’s neglect, carelessness or wilful default;

(b) committed fraud in supplying, or failing to supply, any information under this Act; or

(c) filed a waiver under subsection (5) that is in effect at that time.

(5) Any person may, within the time otherwise limited by paragraph (1)(a) for assessing the person, waive the application of that paragraph by filing with the Minister a waiver in the prescribed form specifying the matter in respect of which the person waives the application of that paragraph.

(6) Any person who files a waiver may revoke the waiver on six months notice to the Minister by filing with the Minister a notice of revocation of the waiver in the prescribed form.

2001, c. 25, s. 58.

97.45 (1) Liability under this Part to pay any amount is not affected by an incorrect or incomplete assessment or by the fact that no assessment has been made.

(2) Subject to being reassessed or vacated as a result of an objection or appeal under this Part, an assessment is valid and binding, despite any error, defect or omission in the assessment or in any proceeding under this Part relating to it.

(3) An appeal from an assessment must not be allowed by reason only of an irregularity, informality, omission or error on the part of any person in the observation of any directory provision of this Part.

2001, c. 25, s. 58.

97.46 After making an assessment, the Minister must send to the person assessed a notice of assessment.

2001, c. 25, s. 58.

97.47 (1) The Minister may not collect an amount under section 97.44 unless that amount has been assessed.

(2) An amount that is unpaid by a person and the subject of a notice of assessment is payable immediately by the person to the Receiver General.

(3) If a person objects to or appeals from an assessment under this Part, the Minister shall accept security, in an amount and a form satisfactory to the Minister, given by or on behalf of the person, for the payment of any amount that is in controversy.

2001, c. 25, s. 58.

97.48 (1) Any person who has been assessed under section 97.44 and who objects to the assessment may, within ninety days after the day notice of the assessment is sent to the person, file with the Minister a notice of objection in the prescribed form and manner setting out the reasons for the objection and all relevant facts.

(2) If a person objects to an assessment, the notice of objection must

(a) reasonably describe each issue to be decided;

(b) specify in respect of each issue the relief sought, expressed as the change in any amount that is relevant for the purposes of the assessment; and

(c) provide the facts and reasons relied on by the person in respect of each issue.

(3) If a notice of objection filed by a person to whom subsection (2) applies does not include the information required by paragraph (2)(b) or (c) in respect of an issue to be decided that is described in the notice, the Minister may in writing request the person to provide the information, and those paragraphs are deemed to have been complied with in respect of the issue if, within 60 days after the request is made, the person submits the information in writing to the Minister.

(4) If a person has filed a notice of objection to an assessment and the Minister makes a particular assessment under subsection (8) pursuant to the notice of objection or in accordance with an order of a court vacating, varying or restoring an assessment or referring an assessment back to the Minister for reconsideration and reassessment, the person may object to the particular assessment in respect of an issue

(a) only if the person complied with subsection (2) in the notice with respect to that issue; and

(b) only with respect to the relief sought in respect of that issue as specified by the person in the notice.

(5) If a person has filed a notice of objection to an assessment (in this subsection referred to as the “earlier assessment”) and the Minister makes a particular assessment under subsection (8) pursuant to the notice of objection, subsection (4) does not limit the right of the person to object to the particular assessment in respect of an issue that was part of the particular assessment and not a part of the earlier assessment.

(6) Despite subsection (1), no objection may be made by a person in respect of an issue for which the right of objection has been waived in writing by the person.

(7) The Minister may accept a notice of objection even if it was not filed in the prescribed manner.

(8) On receipt of a notice of objection, the Minister must, without delay, reconsider the assessment and vacate or confirm the assessment or make a reassessment.

(9) If, in a notice of objection, a person who wishes to appeal directly to the Tax Court of Canada requests the Minister not to reconsider the assessment objected to, the Minister may confirm the assessment without reconsideration.

(10) After reconsidering or confirming an assessment, the Minister must send to the person objecting a notice of the Minister’s decision by registered or certified mail.

2001, c. 25, s. 58.

97.49 If a person files a notice of objection to an assessment and the Minister sends to the person a notice of a reassessment or an additional assessment, in respect of any matter dealt with in the notice of objection, the person may, within ninety days after the day the notice of reassessment or additional assessment was sent by the Minister,

(a) appeal to the Tax Court of Canada; or

(b) if an appeal has already been instituted in respect of the matter, amend the appeal by joining to it an appeal in respect of the reassessment or additional assessment in any manner and on any terms that the Court directs.

2001, c. 25, s. 58.

97.5 (1) If no objection to an assessment is filed under section 97.48, within the time limit otherwise provided, a person may make an application to the Minister to extend the time for filing a notice of objection and the Minister may grant the application.

(2) The application must set out the reasons why the notice of objection was not filed within the time otherwise limited by this Part for doing so.

(3) The application must be made by delivering or mailing the application and a copy of the notice of objection to the Chief of Appeals in a Tax Services Office or Taxation Centre of the Canada Revenue Agency.

(4) The Minister may accept the application even if it was not delivered or mailed to the person or place specified in subsection (3).

(5) On receipt of the application, the Minister must, without delay, consider it, and notify the person of his or her decision by registered or certified mail.

(6) If the application is granted, the notice of objection is deemed to have been filed on the day the decision of the Minister is mailed to the person.

(7) No application may be granted under this section unless

(a) the application is made within one year after the expiration of the time otherwise limited by this Part for objecting; and

(b) the person demonstrates that

(i) within the time otherwise limited by this Part for objecting, the person was unable to act or to give a mandate to act in the person’s name, or the person had a bona fide intention to object to the assessment,

(ii) it would be just and equitable to grant the application, and

(iii) the application was made as soon as circumstances permitted.

2001, c. 25, s. 58; 2005, c. 38, s. 79.

97.51 (1) A person who has made an application under section 97.5 may apply to the Tax Court of Canada to have the application granted after either

(a) the Minister has refused the application; or

(b) ninety days have elapsed after service of the application and the Minister has not notified the person of the Minister’s decision.

If paragraph (a) applies, the application under this subsection must be made within thirty days after the application is refused.

(2) The application must be made by filing in the Registry of the Tax Court of Canada, in accordance with the provisions of the Tax Court of Canada Act, three copies of the documents filed under subsection 97.5(3).

(3) After receiving the application, the Tax Court of Canada must send a copy of it to the office of the Commissioner.

(4) The Tax Court of Canada may dispose of the application by dismissing or granting it. If the Court grants the application, it may impose any terms that it considers just or order that the notice of objection be deemed to be a valid objection as of the date of the order.

(5) No application may be granted under this section unless

(a) the application was made under subsection 97.5(1) within one year after the expiration of the time set out in this Part for objecting; and

(b) the person demonstrates that

(i) within the time otherwise limited by this Part for objecting, the person was unable to act or to give a mandate to act in the person’s name, or the person had a bona fide intention to object to the assessment,

(ii) it would be just and equitable to grant the application, and

(iii) the application was made under subsection 97.5(1) as soon as circumstances permitted.

2001, c. 25, s. 58.

97.52 (1) If no appeal to the Tax Court of Canada has been taken under section 97.53 within the time set out in that section, a person may make an application to the Court for an order extending the time within which an appeal may be made, and the Court may make an order extending the time for appealing and may impose any terms that it considers just.

(2) The application must set out the reasons why the appeal was not taken on time.

(3) The application must be made by filing in the Registry of the Tax Court of Canada, in accordance with the Tax Court of Canada Act, three copies of the application together with three copies of the notice of appeal.

(4) After receiving the application, the Tax Court of Canada must send a copy of the application to the office of the Deputy Attorney General of Canada.

(5) No order may be made under this section unless

(a) the application was made within one year after the expiration of the time otherwise limited by this Part for appealing; and

(b) the person demonstrates that

(i) within the time otherwise limited by this Part for appealing, the person was unable to act or to give a mandate to act in the person’s name, or the person had a bona fide intention to appeal,

(ii) it would be just and equitable to grant the application,

(iii) the application was made as soon as circumstances permitted, and

(iv) there are reasonable grounds for appealing from an assessment.

2001, c. 25, s. 58.

97.53 A person who has filed a notice of objection to an assessment under this Part may appeal to the Tax Court of Canada to have the assessment vacated or a reassessment made after either

(a) the Minister has confirmed the assessment or has reassessed; or

(b) 180 days have elapsed after the filing of the notice of objection and the Minister has not notified the person that the Minister has vacated or confirmed the assessment or has reassessed.

If paragraph (a) applies, an application to appeal under this section must be made within ninety days after the day notice is sent to the person under subsection 97.48(10).

2001, c. 25, s. 58.

97.54 (1) Despite section 97.49 and 97.53, a person may appeal to the Tax Court of Canada only with respect to

(a) an issue in respect of which the person has complied with subsection 97.48(2) in the notice of objection; or

(b) an issue described in subsection 97.48(5) if the person was not required to file a notice of objection to the assessment that gave rise to the issue.

If paragraph (a) applies, the person may appeal only with respect to the relief sought in respect of the issue specified by the person in the notice.

(2) Despite sections 97.49 and 97.53, a person may not appeal to the Tax Court of Canada to have an assessment vacated or varied in respect of an issue for which the right of objection or appeal has been waived in writing by the person.

2001, c. 25, s. 58.

97.55 An appeal to the Tax Court of Canada under this Part, other than one referred to in section 18.3001 of the Tax Court of Canada Act, must be taken in the manner set out in that Act or in any rules made under that Act.

2001, c. 25, s. 58.

97.56 (1) If an appeal referred to in section 18.3001 of the Tax Court of Canada Act is made to the Tax Court of Canada, the Court must immediately send a copy of the notice of appeal to the office of the Commissioner.

(2) Immediately after receiving notice of an appeal, the Commissioner must forward to the Tax Court of Canada and the appellant copies of all applications, notices of assessment, notices of objection and notifications, if any, that are relevant to the appeal. Once forwarded, the copies form part of the record before the Tax Court of Canada and are evidence of the existence of the documents and of the making of the statements contained in them.

2001, c. 25, s. 58.

97.57 The Tax Court of Canada may dispose of an appeal from an assessment by dismissing or allowing it. If the appeal is allowed, the Court may vacate the assessment or refer it back to the Minister for reconsideration and reassessment.

2001, c. 25, s. 58.

97.58 (1) If the Minister and another person agree in writing that a question arising under this Part, in respect of any assessment or proposed assessment, should be determined by the Tax Court of Canada, that question shall be determined by that Court.

(2) The time between the day proceedings are taken in the Tax Court of Canada to have a question determined and the day the question is finally determined must not be counted in the calculation of

(a) the four-year period referred to in paragraph 97.44(1)(a);

(b) the time for service of a notice of objection to an assessment under section 97.48; or

(c) the time within which an appeal may be instituted under section 97.53.

2001, c. 25, s. 58.