A non-Canadian who acquires control of a Canadian business is inside the Investment Canada Act whatever the size of the deal. What size decides is which of two obligations applies: a notification that can be filed after closing, or a review that must be cleared before the buyer is allowed to close at all. Getting that call wrong is not a filing error — it is an unlawful closing.
Key takeaways
SECTION 01 OF 09
The Act runs two regimes over the same event. Section 11 makes notifiable “an investment to establish a new Canadian business” and “an investment to acquire control of a Canadian business in any manner described in subsection 28(1), unless the investment is reviewable pursuant to section 14”. Notification is the residual category; there is no third option in which nothing is filed.
Review is the demanding regime. section 16(1): “A non-Canadian shall not implement an investment reviewable under this Part unless the investment has been reviewed under this Part and the Minister is satisfied or is deemed to be satisfied that the investment is likely to be of net benefit to Canada.” ISED’s overview agrees.
Treadstone Law’s answer on approvals a non-resident buyer needs describes the review and its “thresholds that are set out annually” but never names the statute.
SECTION 02 OF 09
Section 3 defines a Canadian business as “a business carried on in Canada that has (a) a place of business in Canada, (b) an individual or individuals in Canada who are employed or self-employed in connection with the business, and (c) assets in Canada used in carrying on the business”. All three limbs are needed.
Non-Canadian is defined by exclusion, and the definition of Canadian holds a trap: it covers a permanent resident only where they have “been ordinarily resident in Canada for not more than one year after the time at which he or she first became eligible to apply for Canadian citizenship”. Eligible and did not take it out? A year later they are a non-Canadian.
Entities route through section 26, which asks who owns a majority of the voting interests and, failing that, who controls in fact. Subsection 26(6) closes the gap: two persons owning “equally all of the voting shares of a corporation and at least one of them is a non-Canadian” means “the corporation is not a Canadian-controlled entity”.
SECTION 03 OF 09
The marginal note on section 14(1) is Reviewable investments: “The following investments by non-Canadians are reviewable under this Part”. Its four paragraphs divide on whether the buyer acquires the Canadian business directly — its voting shares, the voting interests of the entity carrying it on, or “all or substantially all of the assets used in carrying on the Canadian business” — or acquires a foreign parent that happens to own it.
Indirect deals split again on how Canadian the group is. Subsection 14(2) asks whether the Canadian assets amount “to more than fifty per cent of the value… of the assets of all entities the control of which is acquired… in the transaction”. Above half, the lower limit applies; below half, the higher one — so a global deal with a modest Canadian subsidiary sits on the generous side.
SECTION 04 OF 09
Section 28(1) is exhaustive: “a non-Canadian acquires control of a Canadian business only by” the four routes listed. Effective sway acquired by other means is not control for section 14, however powerful it feels.
Subsection 28(3) then fixes control by presumption. A majority of the voting interests “is deemed to be acquisition of control”; “less than a majority but one-third or more of the voting shares… is presumed to be acquisition of control… unless it can be established that, on the acquisition, the corporation is not controlled in fact by the acquirer”; less than a third “is deemed not to be acquisition of control”. A 35% stake is a filing question until that burden is discharged.
Subsections 28(4) to (6.1) also let the Minister determine control in fact, and 28(6.3) allows that determination to be “retroactive to any date, not earlier than April 29, 2013”.
SECTION 05 OF 09
Section 14 carries two figures, and they are the ones that never move: a direct acquisition is reviewable at “five million dollars or more” of prescribed asset value (14(3)), an indirect one at “fifty million dollars or more” (14(4)). They still bite — but only for non-WTO investors and cultural businesses.
For everyone else the figure is rewritten every January. Subsection 14.1(2): the amount “shall be determined by the Minister in January of that year by rounding off to the nearest million dollars the amount arrived at by using the following formula: (Current Nominal GDP at Market Prices / Previous Year Nominal) × amount determined for previous year”. 14.1(3) requires him to “publish the amount in the Canada Gazette”, and subsection 14.11(3) repeats the formula for trade-agreement investors.
So a threshold quoted without a year is worse than no figure at all. The statute holds no operative number — only the machine that produces one each year.
SECTION 06 OF 09
The determinations for 2026 appeared in the Canada Gazette, Part I, on 24 January 2026 under “Amounts for the year 2026”: “Pursuant to subsections 14.1(1) and (2) of the Investment Canada Act, I hereby determine that the amount for the year 2026, equal to or above which an investment is reviewable, is 1.452 billion dollars.” For trade-agreement investors, 2.179 billion dollars; for WTO investors that are state-owned enterprises, 578 million dollars.
The units differ, and that is substantive. The private-sector figures are enterprise value. The state-owned-enterprise figure is asset value, which ISED’s thresholds page takes “as shown on the balance sheet… at the end of the last completed fiscal year”. An asset-light company can clear the first while the second stays small.
Those numbers are stated as at the notice that produced them, and this page does not update itself. Confirm the current amount before relying on it.
SECTION 07 OF 09
Three definitions do the sorting. Subsection 14.1(6) makes a WTO investor include anyone who “is a national of a WTO Member or who has the right of permanent residence in relation to that WTO Member”; subsection 14.11(6) defines a trade agreement investor through CETA, the CPTPP, CUSMA, the Canada–UK agreement and the bilaterals in the schedule. A state-owned enterprise reaches past ownership: section 3 catches “an entity that is controlled or influenced, directly or indirectly, by a government” of a foreign state.
Two carve-outs sit on top. Subsections 14.1(5) and 14.11(5) each disapply the section for “a Canadian business that is a cultural business” — publishing, film, music, broadcasting — so those fall back to the $5 million and $50 million limits whoever is buying. And 14.1(4) makes indirect acquisitions by WTO investors not reviewable at all, though ISED adds they “are nonetheless subject to notification”.
SECTION 08 OF 09
Below the threshold the buyer still files, and the timing is the Act’s one forgiving feature: section 12 requires notice “at any time prior to the implementation of the investment or within thirty days thereafter”. Under section 13 the Director certifies receipt and advises that, absent “a notice for review under section 15 within 45 days after the certified date… the investment is not reviewable” — protection 13(3) conditions on accurate information. Section 15 can reopen a closed matter for businesses touching “Canada’s cultural heritage or national identity”, and says 45 days where ISED’s page, modified 26 January 2026, still says 21. The statute governs.
Above the line the sequence is fixed. Section 17 requires the application “prior to the implementation of the investment”; section 18 sets the certified date, deeming an application complete if the Director is silent “within fifteen days”; section 21(1) gives the Minister 45 days; section 22(1) allows one extension of “30 days… or… any further period that may be agreed on”. Miss those and 21(9) and 22(4) deem him satisfied.
The substance is section 20: six factors covering economic activity, Canadian participation, innovation, competition, policy compatibility “including… the use and protection of personal information about Canadians”, and world-market competitiveness. Approvals are commonly bought with written undertakings, which bind afterwards. Any investment of any size may separately be examined under the national security review, which has no threshold at all.
SECTION 09 OF 09
Section 10 lifts the Act off a list: securities dealers in the ordinary course, financing acquisitions divested within two years, acquisitions “on the devolution of an estate or by operation of law”, farming, and — the one reorganisations turn on — a merger “following which the ultimate direct or indirect control in fact of the Canadian business… remains unchanged”. Several are conditional: 10(3) makes a failed condition leave the deal “subject to this Act as if it had never been exempt”.
Non-compliance is litigated, not fined administratively. Section 39 lets the Minister demand that a non-Canadian who failed to file, or who “has implemented an investment the implementation of which is prohibited by section 16”, cease or show cause; ignored, section 40 takes it to a superior court, which may order the buyer “to divest themselves of control of the Canadian business” or impose “a penalty not exceeding ten thousand dollars for each day”. Unwinding a closed acquisition is the real exposure. Nor is this the only clearance: Treadstone Law on Competition Act clearance rightly calls that “a separate statute with separate triggers”, on a test the Bureau held at $93M for 2026.
Where review is engaged the agreement must carry it. Treadstone Law on regulatory approval as a closing condition sets out the pieces: the condition, “a covenant on the party responsible for making the filing or application, often the buyer for competition and investment review”, “an outside date… by which, if approval hasn’t come through, either party can walk away”, and cooperation obligations. Its companion answer confirms a buyer can make approval a closing condition but not who must obtain it — precisely the term to negotiate. Buying assets does not avoid the Act (paragraph 28(1)(c)), nor does a Canadian vehicle, since section 26 looks through to who controls it — and there is no requirement to form one.
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