Buying a company with ISED certifications: what section 11.6 does to the IC numbers
RSP-100 section 11.6 moves certifications from one company to another. One line in it decides how much the move actually costs you. Take over the whole company and it is a Full Transfer: the new applicant files a signed statement assuming all responsibilities for the existing certifications, and the HVIN and the ISED certification number stay as they are. Take over some product lines but not all of them and it is a Partial Transfer. Then you assign new ISED certification numbers to every transferred line — new labels, new manuals, new Radio Equipment List entries. Section 11.6 says nothing at all about the Canadian Representative. Section 4.1 does, and it attaches the requirement to the applicant, so a buyer whose address is outside Canada needs a valid Application and Agreement of its own naming a representative. The seller's letter named the seller.
Two transfers, and the line between them
The current text is RSP-100 Issue 12 (August 2019), and section 11.6 splits into two services. The Full Transfer of Certifications service "is applicable when one company takes over another company." The Partial Transfer service "is applicable when one company takes over one or more product line(s), but not all of the product lines, from another company." Both end on the same words about responsibility. The new company assumes all responsibilities associated with the existing certifications — in the first case for every certification the seller holds, in the second for the lines being transferred.
On a full transfer "the HVIN and ISED Certification Number shall remain unchanged." On a partial transfer the new applicant "shall assign new ISED Certification Number(s) to all transferred certified product lines."
Why one and not the other follows from how an IC number is built. The first half of every certification number is the company number ISED assigned to the certificate holder. The second half is a product identifier that company chose. Take over the entire company and ISED keeps the certificate attached to the same company number — so the IC number printed on those products goes on carrying the acquired company's identifier indefinitely, under a new owner. Take four product lines out of twelve and there is no way to keep that arrangement. The four have to sit under your own company number, which is exactly why they get new ones.
What a partial transfer actually costs
New IC numbers reach the physical product. The certification number, preceded by "IC:", is on the label. It is in the user manual. It is what a customs broker, a distributor or an Amazon.ca listing review checks against the Radio Equipment List. Four transferred product lines mean four new numbers — new label artwork, new manual text, and a stock of already-built inventory carrying a number you do not own.
Nothing in section 11.6 tells you to re-test, and that is genuinely worth separating from the paperwork. The technical file, the test reports and the attestations are the basis of the new certification; you are assigning a number to a product ISED has already assessed. The cost is administrative. It lands on operations rather than on a lab.
It also lands on a schedule you may not control. Label artwork, manuals and packaging have lead times measured in weeks, and the products usually keep shipping while the transfer is pending. A buyer who meets section 11.6 for the first time at closing learns in the same week that the labels are wrong.
Where the Canadian Representative sits
Section 4.1 is one sentence long on the trigger: "A Canadian representative is required when the applicant's company address is not within Canada." The details of that representative are identified on the signed Application and Agreement for Certification Services. And the applicant "shall have a valid Application and Agreement for Certification Services for as long as the certified product is offered on the Canadian market."
Read those two requirements against a transfer and the problem is visible. The appointment is not a property of the product. It is a term of the applicant's agreement with the certification body. After a full transfer the certificate holder is a different company, and if that company's address is outside Canada, the representative obligation is now its obligation. Section 11.6 does not say that a fresh Application and Agreement is required, so do not assume either answer. Ask the certification body processing the transfer what it needs on file, and ask before closing rather than after.
A partial transfer is arguably cleaner, because it is more obviously work. New certification numbers are new certifications, and an applicant outside Canada needs the representative appointment behind each one. If we hold your appointment, that is a revision at no charge: we reissue the letters against the new numbers and the appointment continues. If the seller used someone else, you are appointing a representative, not inheriting one.
This is the mirror image of what a product change does. A Class I, II or III permissive change keeps the IC number, so the appointment rides along untouched. A transfer can keep the number and still change the applicant underneath it. That is the one case where the certificate and the agreement come apart.
Share purchase, asset purchase
Whether section 11.6 is engaged at all depends on how the deal is papered, which is genuinely a question for the transaction rather than for your compliance team.
Buy the shares of the company that holds the certificates and the certificate holder does not change. Same legal entity, same company number, same certifications — no transfer service and no filing. What may still need attention is the record. If the entity is renamed or moved after closing, the company and address ISED has on file no longer match the company that exists, and the representative's letter names an entity under a name nobody uses any more.
Buy the assets and the certificate holder changes by definition, because the acquiring entity is a different company from the one on the certificate. Every certification in scope needs section 11.6 treatment. Which service applies turns on whether the deal sweeps up the whole business or carves out part of it. A carve-out of three product lines from a seller that keeps the rest is the Partial Transfer case — new numbers, new labels, new representative appointments. A buyer who priced that deal without the line item has mispriced it, probably by less than the deal but by more than nothing.
What to do
In diligence, pull the seller's certifications from the Radio Equipment List by company name before you rely on a schedule in the agreement. The REL is public, and it is the record ISED actually keeps. A listing check tells you which numbers exist, which company number they sit under, and whether the models in the data room match the models in the listing.
Then decide which of the two services applies. Ask the certification body — the seller's, if you can — what it requires for the transfer documents, and whether it wants a new Application and Agreement from the buyer. Settle the representative question in the same conversation. If the buyer has no Canadian address, the appointment is a condition of keeping those products on the Canadian market, not a post-closing nicety, and it is actually cheap and quick next to relabelling. For a partial transfer, start the artwork and manual work on the assumption that your numbers change. They do.
Do we have to re-test a product after a transfer of certification?
Section 11.6 does not require re-testing. A transfer moves the certificate, or issues a new number against the same technical basis, and the test reports and attestations already on file are what the new certification rests on. Confirm it with the certification body processing the transfer, since that is the party assembling your file.
Does a full transfer change the IC number on our labels?
No. On a full transfer RSP-100 provides that the HVIN and the ISED certification number remain unchanged, so the label, the manual and the REL listing keep the same number — even though the first half of that number is the acquired company's company number.
We bought three of a seller's eight product lines. What changes?
Those three are the Partial Transfer case. You assign new ISED certification numbers to them, which flows through to labels, manuals and REL entries. A buyer with no address in Canada also needs a Canadian Representative appointment behind the new numbers.
Do we need a new Canadian Representative letter after an acquisition?
If the new certificate holder's address is outside Canada, it needs a valid Application and Agreement for Certification Services identifying its representative, and the seller's appointment named the seller. Section 11.6 is silent on the point, so ask the certification body what it wants on file before you close. Where we hold the appointment, we reissue letters against new or transferred numbers at no charge.
Does a share purchase trigger section 11.6?
A share purchase leaves the certificate holder as the same legal entity, so there is usually no transfer service to file. Keep the ISED record current if the entity is renamed or relocated, and check that the representative letter still names your company by the name it goes by now.