What is the Investment Canada Act review threshold for a foreign buyer?

The default: $5 million, asset value, no indexation drama

Section 14(3) sets the baseline that applies unless a higher-tier investor status displaces it: an investment is reviewable where the value of the assets acquired “is five million dollars or more.” This is the threshold a non-WTO investor is tested against on a direct acquisition of control.

WTO investors get an enterprise-value test instead, starting at an enacted $1 billion

Section 14.1(1)(d) sets the WTO investor figure: “for an investment implemented at any time in the period that begins on the day on which this paragraph comes into force and that ends on December 31 of the following year, $1,000,000,000.” Paragraph (e) then hands the number off to an annual GDP-indexation formula in s.14.1(2), published in the Canada Gazette under s.14.1(3) every January — the enacted $1 billion is not the current figure for any year after the first.

Trade agreement investors clear an even higher bar

Section 14.11(1)(a) sets a separate, higher figure for an investor ultimately controlled in a country with a qualifying trade agreement with Canada: “for an investment implemented at any time in the period that begins on the day on which this paragraph comes into force and that ends on December 31 of the following calendar year, $1,500,000,000,” again indexed annually under s.14.11(3) and published under s.14.11(4). Two bidders offering an identical price can face genuinely different review outcomes depending only on which of these three thresholds their ultimate parent qualifies for.

Where this plays out in the Case Files

• • A buyer controlled two layers up by a non-WTO national, where the billion-dollar threshold everyone assumed applied was never the one the statute actually set
• • Two bidders at an identical price in a final auction round, only one of whom could claim a trade-agreement threshold high enough to avoid review

Sources

• • Investment Canada Act s.14(3) — the $5 million non-WTO asset-value floor. Fetched and confirmed against the marginal note “Limits.”
• • Investment Canada Act s.14.1(1)/(2)/(3) — the WTO-investor enterprise-value test, enacted at $1,000,000,000, and its annual GDP-indexation and Gazette publication.
• • Investment Canada Act s.14.11(1)/(3)/(4) — the trade-agreement-investor enterprise-value test, enacted at $1,500,000,000, and its own annual indexation.
• • No Treadstone Law page addresses Investment Canada Act review 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.