1.1 (1) For the purposes of this section, a significant number of shares of a corporation is, (a)  any number of shares that carry 25 per cent or more of the voting rights attached to all of the corporation’s outstanding voting shares; or (b)  any number of shares that is equal to 25 per cent or more of all of the corporation’s outstanding shares measured by fair market value. 2021, c. 40, Sched. 2, s. 1. Individual with significant control (2) For the purposes of this Act, any of the following individuals is an individual with significant control over a corporation: 1.  An individual who has any of the following interests or rights, or any combination of them, in respect of a significant number of shares of the corporation: i.  The individual is the registered holder of the shares. ii.  The individual is the beneficial owner of the shares. iii.  The individual has direct or indirect control or direction over the shares. 2.  An individual who has any direct or indirect influence that, if exercised, would result in control in fact of the corporation, as determined in accordance with subsection (5). 3.  An individual to whom prescribed circumstances apply. 2021, c. 40, Sched. 2, s. 1. Interpretation, direct or indirect control or direction (3) The Lieutenant Governor in Council may make regulations defining the terms used in subparagraph 1 iii of subsection (2). 2021, c. 40, Sched. 2, s. 1. Joint ownership or control (4) Two or more individuals are each considered to be an individual with significant control over a corporation if, in respect of a significant number of shares of the corporation, (a)  an interest or right, or a combination of interests or rights, referred to in paragraph 1 of subsection (2) is held jointly by those individuals; (b)  a right, or a combination of rights, referred to in paragraph 1 of subsection (2) is subject to an agreement or arrangement under which the right or rights are to be exercised jointly or in concert by those individuals; (c)  an interest or right, or a combination of interests or rights, referred to in paragraph 1 of subsection (2) is held by those individuals, each of whom is, with respect to the others, an individual described in clause (a) or (b) of the definition of “related person” in subsection 1 (1); or (d)  any other interest or right, or combination of interests or rights, is held by those individuals in such manner as may be prescribed. 2021, c. 40, Sched. 2, s. 1. Control in fact, par. 2 of subs. (2) (5) Despite subsection 1 (5), and subject to subsection (6), the determination of whether an individual has direct or indirect influence that, if exercised, would result in control in fact of the corporation, (a)  shall take into consideration all factors that are relevant in the circumstances; and (b)  shall not be limited to, and the relevant factors need not include, whether the individual has a legally enforceable right or ability to effect a change in the board of directors of the corporation, or its powers, or to exercise influence over the shareholder or shareholders who have that right or ability. 2021, c. 40, Sched. 2, s. 1. Exception (6) For the purpose of determining whether an individual has direct or indirect influence that, if exercised, would result in control in fact of a corporation, where the corporation and the individual are dealing with each other at arm’s length and the influence is derived from a franchise, licence, lease, distribution, supply or management agreement or other similar agreement or arrangement, the main purpose of which is to govern the relationship between the corporation and the individual regarding the manner in which a business carried on by the corporation is to be conducted, the corporation shall not be considered to be controlled, directly or indirectly in any manner whatever, by the individual by reason only of that agreement or arrangement. 2021, c. 40, Sched. 2, s. 1. Section Amendments with date in force (d/m/y) 2021, c. 40, Sched. 2, s. 1 - 01/01/2023