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The Labour-Sponsored Investment Funds Act, 2006 (Various Acts Amended)

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If you need an official copy, contact Statutory Publications.

S.M. 2006, c. 23

Bill 37, 4th Session, 38th Legislature

The Labour-Sponsored Investment Funds Act, 2006 (Various Acts Amended)

(Assented to June 13, 2006)

HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Manitoba, enacts as follows:

PART 1

THE INCOME TAX ACT

C.C.S.M. c. I10 amended

1           The Income Tax Act is amended by this Part.

2(1)        Subsection 11.1(1) is amended

(a) in the part before the first definition, by striking out "11.2 to 11.5" and substituting "11.5 and 11.5.1";

(b) by repealing the definitions "adjusted shareholders' equity", ""Class A share" and "eligible investment"", "investment assets", "monthly deficiency", "new investments total", "shareholders' equity", "small eligible investment", "small investments total" and "total equity raised"; and

(c) by adding the following definition:

"Class A share" means a Class A share as defined in The Labour-Sponsored Venture Capital Corporations Act; (« action de catégorie A »)

2(2)        Subsection 11.1(1.1) is amended

(a) in the part before clause (a), by striking out "sections 11.2 to 11.5" and substituting "section 11.5"; and

(b) by adding "and" at the end of clause (a) and repealing clauses (c) and (d).

2(3)        Subsections 11.1(1.2) and (1.3) are repealed.

3           Sections 11.2 to 11.4 are repealed.

4(1)        Subsection 11.5(2) is amended by striking out "or" at the end of clause (d), adding "or" at the end of clause (e) and adding the following after clause (e):

(f) where the corporation's registration under The Labour-Sponsored Venture Capital Corporations Act has been cancelled.

4(2)        The following is added after subsection 11.5(2):

Recovery of credit: return of capital

11.5(2.1)   When a labour-sponsored venture capital corporation pays an amount to the holder of a Class A share as a return of capital on the share less than eight years after the original acquisition of the share, the holder must pay a tax equal to the lesser of

(a) the labour-sponsored funds tax credit of an individual in respect of the original acquisition; and

(b) the amount that would, but for subsection (3), be payable to the holder as a return of capital on the share;

unless

(c) no tax credit has been claimed in respect of the original acquisition of the share and the receipt referred to in subsection 11.1(3) in respect of the original acquisition has been returned to the corporation; or

(d) the corporation's registration under The Labour-Sponsored Venture Capital Corporations Act has been cancelled.

4(3)        Subsections 11.5(3) and (4) are replaced with the following:

Withholding and remittance of tax

11.5(3)     Where tax is payable under subsection (1) or (2.1) by the vendor or holder of a share, the corporation must

(a) withhold from the amount otherwise payable to the vendor or holder an amount equal to the tax payable by him or her;

(b) within 30 days after making the payment to the vendor or holder, remit the amount withheld to the Minister of Finance for Manitoba on behalf of the vendor or holder; and

(c) submit, with the remitted amount, a statement containing prescribed information.

Liability for tax

11.5(4)     A corporation that fails to withhold an amount to be withheld and remitted under subsection (3) is liable to pay the amount to the Minister of Finance for Manitoba at the time that it was to have been remitted, and may recover the amount so paid from the vendor or holder from whom it was to have been withheld.

4(4)         Subsection 11.5(5) is amended by striking out "treasurer" wherever it occurs and substituting "Minister of Finance for Manitoba".

5           The following is added after section 11.5 and before the centred heading that follows it:

Tax where venture capital business discontinued

11.5.1(1)   If a labour-sponsored venture capital corporation's registration under The Labour-Sponsored Venture Capital Corporations Act is cancelled, the corporation must pay to the Minister of Finance for Manitoba, within 90 days after the cancellation, a one-time tax equal to the total of the amounts each of which is an amount determined by the following formula in respect of a Class A share of the capital stock of the corporation immediately before the cancellation:

amount per share = 1.875% (8 − Y) × C

In this formula,

Y

is the number of whole years throughout which the share has been outstanding;

C

is the amount of the consideration received by the corporation for the issue of the share.

Tax may be waived

11.5.1(2)   The Minister of Finance for Manitoba may waive the tax imposed by subsection (1).

PART 2

THE LABOUR-SPONSORED VENTURE CAPITAL CORPORATIONS ACT

C.C.S.M. c. L12 amended

6           The Labour-Sponsored Venture Capital Corporations Act is amended by this Part.

7(1)        Subsection 1(1) is amended

(a) by adding the following definitions:

"administrator" means the administrator appointed under section 10.1; (« administrateur »)

"commission" means the Manitoba Securities Commission; (« Commission »)

"share capital", in relation to a class of shares of the capital stock of a corporation at any time, means the amount by which

(a) the total fair market value of the consideration received by the corporation before that time for the issuance of shares of that class or of a class of shares for which shares of that class were substituted,

exceeds

(b) the total of the amounts by which the stated capital of the shares of that class or substituted class has been reduced before that time in a manner permitted by this Act or the regulations; (« capital-actions »)

(b) by repealing the definitions ""Canadian partnership", "record", "registered retirement savings plan" and "taxable Canadian corporation"", "investment assets", "investment shortfall", "selling period" and "shareholders' equity";

(c) in clause (b) of the definition "eligible investment",

(i) by repealing subclause (i),

(ii) in subclause (ii), by striking out "floating charge on the assets of the entity" and substituting "general security agreement", and

(iii) by replacing the part of subclause (iii) before paragraph (A) with the following:

(iii) the debt obligation, by its terms or the terms of any agreement related to it, does not rank ahead of any other debt obligations of the entity except that, where the entity is a corporation, the debt obligation may rank ahead of

(d) in the definition "eligible investment", by replacing clause (f) with the following:

(f) an investment or part of an investment that the administrator declares, in accordance with guidelines established by the administrator with the approval of the minister, to be an eligible investment,

(e) in the English version of the definition "prescribed", by adding "under this Act" at the end.

7(2)        Subsection 1(2) is amended by striking out "sections 11.1 to 11.5 of".

7(3)        Subsections 1(3) to (5) are repealed.

8           Section 4 is amended

(a) by repealing subclause (d)(iii); and

(b) by replacing clause (e) with the following:

(e) the registration is approved by the Lieutenant Governor in Council.

9           Section 4.1 is replaced with the following:

Restrictions on amendment of articles

4.1         The articles of a registered labour-sponsored venture capital corporation must not be amended except

(a) to create a new class or classes of shares or to amend the rights, privileges, restrictions or conditions attaching to a class of shares other than the Class A shares; or

(b) as approved by the minister.

10          The following is added after section 4.1:

Corporation may apply for deregistration

4.2(1)      A labour-sponsored venture capital corporation may apply to the minister for a cancellation of its registration under this Act. The application must set out the corporation's reasons for the request.

Minister may require administrator to review compliance

4.2(2)      Upon receipt of the application, the minister may require the administrator to review the corporation's compliance with this Act and sections 11.1 and 11.5 of The Income Tax Act and report his or her findings to the minister.

Minister may cancel registration

4.2(3)      The minister may cancel the corporation's registration if he or she is satisfied, based on the administrator's report, that the corporation is in substantial compliance with this Act and sections 11.1 and 11.5 of The Income Tax Act.

11(1)       Subsection 5(1) is amended

(a) in clause (a), by striking out "or sections 11.1 to 11.5 of The Income Tax Act";

(b) in clause (c),

(i) by striking out "liquid", and

(ii) by striking out "the shareholders' equity" and substituting "its share capital";

(c) by repealing clauses (d) and (e);

(d) by replacing clause (f) with the following:

(f) the corporation fails to pay a penalty under this Act or a tax payable under section 11.1 or 11.5 of The Income Tax Act within 60 days after it is assessed;

(e) in clause (g), by striking out "subsection 4.1(1)" and substituting "section 4.1"; and

(f) by adding "or" at the end of clause (g) and adding the following after clause (g):

(h) the corporation's assets or a substantial portion of them have been placed under the control of a receiver, a receiver-manager or a trustee in bankruptcy.

11(2)       The part of subsection 5(3) before clause (a) is replaced with the following:

Cancellation or suspension of order

5(3)        If within one year after a corporation's registration is suspended under subsection (1) the minister is satisfied, after a review by the administrator, that the corporation is no longer in default under that subsection, the minister

11(3)       Subsections 5(4) and (5) are replaced with the following:

When no longer in default

5(4)        For the purposes of subsections (3) and (7), a corporation is no longer in default under subsection (1) when all of the following conditions are met:

(a) if the corporation was given notice under clause (1)(a) or (b) of a failure to comply with a requirement, it has complied with that requirement;

(b) the corporation has paid all amounts payable under this Act or under section 11.1 or 11.5 of The Income Tax Act, and all penalties and interest payable in respect of those amounts;

(c) if the articles of the corporation were amended contrary to section 4.1, the minister has approved the amendments or the articles are further amended with the approval of the minister;

(d) none of the corporation's assets are under the control of a receiver, a receiver-manager or a trustee in bankruptcy.

Registration automatically cancelled

5(5)        A corporation's registration is automatically cancelled when

(a) the registration has been suspended for a period of 365 days; or

(b) a court requires the corporation to be wound up or dissolved or its assets to be liquidated, or approves a plan for the winding-up or dissolution of the corporation or the liquidation of its assets, and the court order

(i) cannot be appealed or the time for appealing it has expired, or

(ii) has been appealed but has not been reversed or set aside on appeal.

Transitional

5(6)        If an order referred to in clause (5)(b) was made in respect of a corporation before this subsection came into force, the corporation's registration is cancelled on the coming into force of this subsection.

Minister may reinstate registration

5(7)        Upon the application of a corporation whose registration was cancelled under clause (5)(a), the minister may reinstate the corporation's registration if he or she is satisfied, after a review by the administrator, that the corporation

(a) is no longer in default under subsection (1); and

(b) has a viable business plan to operate as a labour-sponsored venture capital corporation.

12          The following is added after section 5:

Registration decisions final

5.0.1       The following decisions are final and not subject to appeal:

(a) a decision under section 4 not to register a corporation;

(b) a decision under section 4.2 not to cancel a registration;

(c) a decision under section 5 to suspend a registration or not to reinstate a registration.

13          Section 5.1 is repealed.

14          The following is added at the beginning of Part 2.1:

Composition of board

5.1.1(1)    While any Class A share of a labour-sponsored venture capital corporation is outstanding,

(a) a majority of the members of the corporation's board of directors must be persons elected to the board by the holders of the Class A shares; and

(b) at least two members of its board of directors must be persons elected to the board by the holder or holders of the Class B shares.

Restrictions apply after first shareholders' meeting

5.1.1(2)    Subsection (1) applies despite any other law, any agreement, or the articles or by-laws of the corporation, but does not apply to a corporation before the first meeting of the corporation's shareholders to be held after the later of

(a) June 30, 2007; and

(b) the day the corporation first issued a Class A share.

15          Subsection 5.3(2) is replaced with the following:

Disclosure of governance policies and practices

5.3(2)      A labour-sponsored venture capital corporation must include a summary of its corporate governance policies and practices in each prospectus and each annual report to shareholders issued by the corporation.  It must also make a copy of the policies and practices available for inspection by any person upon written request.

16          The following is added after section 5.5:

Annual business plan

5.5.1       The board of directors of a labour-sponsored venture capital corporation must approve a business plan for each fiscal year of the corporation.

Financial reserves

5.5.2       The board of directors of a labour-sponsored venture capital corporation must establish policies respecting reserves for meeting the corporation's cash-flow requirements and guarantee obligations, and must monitor the corporation's adherence to those policies.

17          Subsection 5.6(1) is amended

(a) by replacing clause (a) with the following:

(a) a description of the corporation's business plan for the year being reported, and the extent to which the corporation met its business objectives for that year;

(b) by adding the following after clause (a):

(a.1) a description of the corporation's business plan for the current year;

(c) by adding the following after clause (f);

(g) a description of the board's policies regarding the corporation's reserves, and a report on the status of those reserves.

18          Section 6 is renumbered as subsection 6(1) and the following is added as subsection 6(2):

Disclosure of investment policies

6(2)        A labour-sponsored venture capital corporation must include a summary of its investment policies in each prospectus and each annual report to shareholders issued by the corporation.  It must also make a copy of the policies available for inspection by any person upon written request.

19          Clause 8(1)(a) is replaced with the following:

(a) subject to the regulations, acquire an eligible investment that would result in the total cost to the corporation, immediately after the acquisition, of its investments in an eligible business entity and entities affiliated with the entity being more than 10% of the total of

(i) the cost to the corporation of the assets in its investment portfolio, other than investments held to meet its reserve requirements, and

(ii) any money the corporation has available for making additional investments, other than investments held to meet its reserve requirements;

20          Section 9 is repealed.

21          The following is added after section 9:

INVESTMENT PACING

Investment pacing deficiency

9.1(1)      A labour-sponsored venture capital corporation's investment pacing deficiency for a fiscal year is the greatest of the following amounts:

(a) the amount of the deficiency determined by the following formula:

deficiency = (70% × A) − C

In this formula,

A

is the total of all amounts designated by it under section 11.1 of The Income Tax Act in respect of Class A shares issued by the corporation after February 2001 and at least two years before the end of that fiscal year,

C

is the total of all amounts each of which was the cost to the corporation, immediately after the acquisition, of an eligible investment acquired by it after February 2001 and before the end of that fiscal year;

(b) the amount that would be the deficiency under clause (a) if

(i) the reference in the formula to "70%" were read as "14%", and

(ii) in determining the amount for C, the only eligible investments taken into account were those where the total of the following amounts does not exceed $2,000,000.:

(A) the corporation's cost of the particular investment,

(B) the corporation's cost of all other eligible investments that are then held by the corporation and were issued to it by the same entity or by another entity related to that entity;

(c) the amount, if any, determined under the regulations as the corporation's investment pacing deficiency for that year.

No deficiency

9.1(2)      If the amount determined under subsection (1) for a corporation's fiscal year is nil or a negative amount, the corporation does not have an investment pacing deficiency for that year.

Penalty for deficiency

9.2(1)      A labour-sponsored venture capital corporation that has an investment pacing deficiency for a fiscal year must pay to the Minister of Finance, within six months after the end of the fiscal year, a penalty equal to 30% of the deficiency.

Penalty is partly recoverable

9.2(2)      A corporation that pays a penalty under this section for a fiscal year and does not have an investment pacing deficiency for the next fiscal year may recover a portion of the penalty at the end of that next fiscal year equal to 15% of the penalty for each full month before the end of that year that the penalty was paid in full, up to a maximum of 90%.  The recoverable portion is payable by the minister within 30 days after the corporation satisfies the administrator that it does not have an investment pacing deficiency for that following year.

Investments acquired within six months after year-end

9.3         A labour-sponsored venture capital corporation that enters into a written agreement in one fiscal year to acquire an eligible investment, and then acquires the eligible investment within the first six months of the next fiscal year, may do the following for the purpose of section 9.1 with the approval of the administrator:

(a) treat the investment as having been acquired by the corporation in the fiscal year in which it entered into the agreement; and

(b) include its cost of the investment when it acquired the investment as its cost of an eligible investment acquired by it before the end of that fiscal year.

22(1)       Subsection 10(1) is amended

(a) in clause (a) of the English version, by striking out "by the corporation" and substituting "by a labour-sponsored venture capital corporation";

(b) in clause (b),

(i) by striking out "minister's" and substituting "administrator's", and

(ii) by striking out "or sections 11.1 to 11.5 of The Income Tax Act"; and

(c) in the part after clause (b), by striking out "minister" wherever it occurs and substituting "administrator".

22(2)       The following is added after subsection 10(1):

Replacement investments

10(1.1)      Where all or any part of an eligible investment

(a) is acquired by a labour-sponsored venture capital corporation as part of a series of transactions or events that includes the repayment, redemption, repurchase or cancellation of all or any part of another eligible investment of the corporation or of another labour-sponsored venture capital corporation; and

(b) in the opinion of the administrator, was acquired as a direct or indirect replacement for the other investment or any part of it;

the administrator may, by written notice to the corporation within two years after the day on which the series of transactions or events came to the administrator's attention, propose that all or any part of the replacement investment be declared to be an ineligible investment.

22(3)       Subsection 10(2) is amended

(a) by striking out "minister" wherever it occurs and substituting "administrator"; and

(b) by adding "or (1.1)" after "subsection (1)".

22(4)       Subsection 10(3) is amended

(a) by striking out "minister" and substituting "administrator" in the section heading and wherever it occurs in the part before clause (a); and

(b) in the part before clause (a), by adding "or (1.1)" after "subsection (1)".

22(5)       The following is added after subsection 10(3):

Minister to review administrator's declaration

10(3.1)     Upon receipt of a written request from the corporation within 90 days after the corporation is notified of a declaration under subsection (3), the minister must review the declaration.  The minister may confirm the declaration or rescind it, and must give the corporation written notice of the decision.

22(6)       Subsection 10(4) is amended by striking out "sections 11.1 to 11.5 of The Income Tax Act" and substituting "section 9.1".

23          The following is added at the beginning of Part 4:

Minister to appoint independent administrator

10.1(1)     The minister must appoint a person, other than a civil servant, as an administrator to be responsible for monitoring and enforcing compliance with the following provisions of this Act:

(a) Part 3 (investments), except section 6 (investment policies);

(b) section 11 (prohibition against reduction of stated capital, dissolution);

(c) subsection 12(2) (annual statements and returns);

(d) section 13 (records);

(e) any other provision designated by the minister.

Administrator may declare investment to be eligible

10.1(2)     The administrator may

(a) with the approval of the minister, establish guidelines for declaring otherwise ineligible investments to be eligible investments; and

(b) on application by a labour-sponsored venture capital corporation in a form approved by the administrator, declare an investment or part of an investment to be an eligible investment in accordance with those guidelines.

Term of office

10.1(3)     The administrator is to hold office for the term fixed by the minister, or until the minister revokes the appointment or appoints another person as his or her successor.

Remuneration and expenses

10.1(4)     The minister may determine the remuneration and expenses to be paid to the administrator.

Administrative support

10.1(5)     The minister may provide clerical and administrative support to the administrator to enable him or her to carry out his or her functions under this Act.

Administrator to report to minister

10.1(6)     The administrator must prepare and provide to the minister, within three months after the end of each fiscal year of the government and whenever else the minister requires, a report containing such information as the minister requires about the administration and enforcement of the provisions of this Act for which the administrator is responsible.

Responsibility of Manitoba Securities Commission

10.2(1)     The commission is responsible for monitoring a labour-sponsored venture capital corporation's compliance with its disclosure obligations under

(a) Part 2.1 (governance);

(b) subsection 6(2) (investment policies);

(c) subsection 12(1) (valuation of shares).

Commission to report to minister

10.2(2)     The commission must prepare and provide to the minister, within three months after the end of the government's fiscal year, a report containing such information as the minister requires regarding the matters for which the commission is responsible under subsection (1).

24(1)       Subsection 12(1) is amended by adding the following sentence at the end:

The corporation must disclose the method and frequency of its share valuations in each prospectus of the corporation.

24(2)       Subsections 12(2) to (5) are replaced with the following:

Annual report to administrator

12(2)       Within six months after the end of each fiscal year, a labour-sponsored venture capital corporation must file with the administrator

(a) a copy of its audited financial statements, together with the auditor's report on those statements; and

(b) an information return, in a form approved by the administrator, containing prescribed information and a declaration, signed by the corporation's chief executive officer and its chief financial officer, attesting to the accuracy and completeness of the information in the return.

Administrator may require additional information

12(3)       The administrator may at any time, by written notice, require a labour-sponsored venture capital corporation to provide information about any matter that, in the administrator's opinion, is relevant to the administration or enforcement of the provisions of this Act for which the administrator is responsible, including information that would assist the administrator in determining whether or not to make a declaration under section 10 or 10.1.

Reporting to the commission

12(4)       A labour-sponsored venture capital corporation must provide to the commission, in a form approved by the commission, any information that the commission, by written notice to the corporation, requires in order to monitor the corporation's compliance with its disclosure obligations referred to in subsection 10.2(1).

Deadline for providing information

12(5)       A corporation required to provide information under subsection (3) or (4) must provide it within the time stated in the notice or any longer period allowed by the administrator or the commission, as the case may be.

25          Section 13 is replaced with the following:

Records

13          A labour-sponsored venture capital corporation must keep records in accordance with the regulations.

26(1)       Subsection 14(1) is replaced with the following:

"Authorized person" defined

14(1)       In this section and in section 16, "authorized person" means any of the following persons:

(a) a person authorized by the minister for the purposes of this section;

(b) for the purpose of administering or enforcing any provision of this Act for which the administrator is responsible, the administrator or a person authorized by the administrator for the purposes of this section.

26(2)       Subsection 14(2) is amended

(a) by adding "or an authorized person" after "minister"; and

(b) by striking out "or sections 11.1 to 11.5 of The Income Tax Act".

26(3)       The part of subsection 14(3) before clause (a) is amended by striking out "or sections 11.1 to 11.5 of The Income Tax Act".

26(4)       Clause 14(4)(b) is amended by striking out "and sections 11.1 to 11.5 of The Income Tax Act".

27          Section 15 is repealed.

28          The following is added after section 15:

Penalty is a debt and bears interest

15.1        The penalty payable by a labour-sponsored venture capital corporation under subsection 9.2(1) is a debt due to the government by the corporation and bears interest in accordance with the regulations under The Financial Administration Act from the date it becomes payable until it is paid in full.

Power to collect debt

15.2        The minister has the same powers to collect the debt that the director under The Tax Administration and Miscellaneous Taxes Act has under Part I, Division 5, of that Act to collect a tax debt under that Act, other than a tax debt of a collector.

Administrator may assess or reassess penalty

15.3(1)     If in the administrator's opinion a labour-sponsored venture capital corporation has

(a) failed to report any or all of its investment pacing deficiency as at the end of a fiscal year; or

(b) failed to pay the penalty payable under subsection 9.2(1) in respect of an investment pacing deficiency;

the administrator may, by written notice to the corporation, assess or reassess the penalty payable under subsection 9.2(1) in respect of the deficiency.

Notice of assessment or reassessment

15.3(2)     The administrator must cause the notice of assessment or reassessment to be served on the corporation and must provide a copy of it to the minister.

Assessment deemed correct

15.3(3)     An assessment or reassessment is deemed to be correct unless

(a) it is rescinded or revised by the minister after a review or by the court on an appeal under section 15.5; or

(b) it is replaced by a reassessment.

Application for review by minister

15.4(1)     Within 90 days after receiving a notice of assessment or reassessment, a labour-sponsored venture capital corporation may dispute it by filing with the minister a notice of objection setting out the facts and the reasons for the objection.

Minister may confirm, vary or rescind assessment

15.4(2)     After reviewing the notice of objection and the administrator's response to it, the minister must

(a) confirm, vary or rescind the assessment or reassessment; or

(b) refer the matter to the administrator for reassessment of the penalty in accordance with any directions the minister considers appropriate.

Notice of minister's decision

15.4(3)     The minister must notify the corporation of his or her decision and must provide written reasons for the decision.

No reassessment after objection to minister

15.4(4)     After the corporation files a notice of objection with the minister in relation to the assessment or reassessment of a penalty, the penalty cannot be further reassessed except as permitted or required by

(a) the minister; or

(b) the court on an appeal under section 15.5.

Corporation may appeal assessment or reassessment

15.5(1)     Within 90 days after receiving a copy of the minister's decision under section 15.4, the labour-sponsored venture capital corporation may appeal the assessment or reassessment to the Court of Queen's Bench by applying to the court for an order under this section.

Parties

15.5(2)     The parties to the appeal are the appellant and the government, but the administrator is entitled to appear and be heard on the appeal.

Notice to minister and administrator

15.5(3)     As soon as practicable after filing its application with the court, the corporation must serve a copy of the application on the Minister of Finance and the administrator.

Court decision

15.5(4)     After hearing the appeal, the court may

(a) affirm, rescind or vary the assessment or reassessment; and

(b) make any order as to costs that the court considers appropriate.

29(1)       Clause 16(1)(a) is amended by striking out "filed with the minister" and substituting "filed with or provided to the minister, the administrator, the commission or an authorized person".

29(2)       Subsection 16(2) is amended

(a) by adding "or authorized person" after "minister"; and

(b) by striking out "or sections 11.1 to 11.5 of The Income Tax Act".

30(1)       Subsection 18(1) is amended

(a) by replacing subclause (a.1)(i) with the following:

(i) prescribing classes of investments as ineligible investments, and

(b) in clause (a.2), by striking out "purposes of sections 11.1 to 11.4 of The Income Tax Act" and substituting "purpose of section 9.1";

(c) by replacing clause (c) with the following:

(c) respecting applications under this Act for registration or for the cancellation of a registration, including prescribing an application fee;

(d) by repealing clause (o);

(e) by replacing clause (o.2) with the following:

(o.2) modifying, extending or limiting the application of this Act or section 11.5 of The Income Tax Act to a corporation and its shareholders in the event of a reorganization, merger or amalgamation or a plan of arrangement under The Corporations Act;

(f) by adding the following after clause (o.3):

(o.4) modifying, extending or limiting the application of this Act or section 11.5.1 of The Income Tax Act to a corporation and its shareholders in the event that the corporation's registration is cancelled;

(o.5) varying the investment restrictions in clause 8(1)(a) as they apply to a corporation in the first 24 months after it first issues a Class A share;

(o.6) prescribing information to be provided in an information return under section 12;

(o.7) respecting records to be kept under this Act;

30(2)       Subsections 18(2) and (3) are repealed.

31          Section 18.1 is repealed.

PART 3

COMING INTO FORCE

Coming into force

32          This Act comes into force on a day to be fixed by proclamation.