Treadstone Associates
Ask an Expert · 4 min read

Does a state-owned enterprise face a different Investment Canada Act threshold than a private buyer?

The same buyer can qualify for the high WTO threshold and still be measured on a lower, differently-calculated figure, because of who controls it, not how much of it they own.

Treadstone Associates · Updated 2026

Short answer

Yes — a state-owned enterprise is tested on asset value, not enterprise value, even when it would otherwise qualify as a WTO or trade agreement investor. Section 14.1(1.1) of the Investment Canada Act carves state-owned enterprises out of the ordinary enterprise-value test in s.14.1(1) and measures them instead against a separate, asset-value figure — and the Act's own definition of “state-owned enterprise” in s.3 reaches well past majority government ownership.

“Controlled or influenced” is a wide net

Section 3 defines a state-owned enterprise as “(a) the government of a foreign state, whether federal, state or local, or an agency of such a government; (b) an entity that is controlled or influenced, directly or indirectly, by a government or agency referred to in paragraph (a); or (c) an individual who is acting under the direction of a government or agency … or who is acting under the influence, directly or indirectly, of such a government or agency.” “Influenced” is doing real work in that definition — a fund manager's governance rights over how a sovereign investor's capital is deployed can be enough on its own, with no ownership percentage required.

Asset value, not enterprise value — and it matters which one applies

Section 14.1(1.1) states: “Despite the limits set out in subsection 14(3), an investment described in paragraph 14(1)(a) or (b) by a WTO investor that is a state-owned enterprise … is reviewable under section 14 only if the value calculated in the manner prescribed, of the assets described in paragraph 14(3)(a) or (b) … is equal to or greater than the applicable amount determined under subsection (2).” That routes the SOE test back to an asset-value calculation and its own indexed figure, entirely separate from the enterprise-value number an equivalent private buyer would be measured against under s.14.1(1).

Where this plays out in the Case Files

Sources

  • • Investment Canada Act s.3 — the definition of “state-owned enterprise,” paragraphs (a)–(c).
  • • Investment Canada Act s.14.1(1.1)/(2) — the asset-value threshold that applies to a state-owned enterprise in place of the ordinary enterprise-value test, and its indexation.
  • • No Treadstone Law page addresses Investment Canada Act state-owned-enterprise thresholds. Treadstone Law's published coverage is general Ontario business and corporate law and does not reach this federal mechanism, so none of its pages is cited here rather than force an adjacent link that does not genuinely cover the topic.

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