46. If two or more corporations (each of which is referred to in this section as a “predecessor”) are merged or amalgamated to form one corporation (in this section referred to as the “new corporation”), the new corporation is deemed to be a separate person from each of the predecessors for the purposes of this Act except that, for the purposes of sections 26 to 45 and 48 to 98, the new corporation is deemed to be the same corporation as, and a continuation of, each predecessor.
Marginal note:Member of a partnership
47. (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.
Marginal note:Joint and several or solidary liability
(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 who 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 the period only to the extent of the property and money that is regarded as property or money of the partnership under the relevant laws of general application in force in a province relating to partnerships, 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 that 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.
Marginal note:Continuation of partnership
(3) If a partnership would, but for this subsection, be regarded as having ceased to exist, the partnership is deemed for the purposes of this Act not to have ceased to exist until the registration of the partnership is cancelled.
Marginal note:Continuation of predecessor partnership by new partnership
(a) a partnership (in this subsection referred to as the “predecessor partnership”) would, but for this section, be regarded as having ceased at any time to exist,
(b) a majority of the members of the predecessor partnership that together had, at or immediately before that time, more than a 50% interest in the capital of the predecessor partnership become members of another partnership of which they comprise more than half of the members, and
(c) the members of the predecessor partnership who become members of the other partnership transfer to the other partnership all or substantially all of the property distributed to them in settlement of their capital interests in the predecessor partnership,
the other partnership is deemed to be a continuation of and the same person as the predecessor partnership, except where the other partnership is registered under section 23 or applies for registration under section 22.
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