Investment Canada Act (R.S.C., 1985, c. 28 (1st Supp.))

AMENDMENTS NOT IN FORCE

• — 2024, c. 4, s. 2

  • • 2 (1) Section 11 of the Investment Canada Act is amended by striking out “and” at the end of paragraph (a), by adding “and” at the end of paragraph (b) and by adding the following after paragraph (b):

      • (c) an investment to acquire, in whole or in part, an entity carrying on all or any part of its operations in Canada and that has a place of operations in Canada, an individual or individuals in Canada who are employed or self-employed in connection with the entity’s operations or assets in Canada used in carrying on the entity’s operations, if

        • (i) the entity carries on a prescribed business activity,

        • (ii) the non-Canadian could, as a result of the investment, have access to, or direct the use of, material non-public technical information or material assets, and

        • (iii) the non-Canadian would have, as a result of the investment,

          • (A) the power to appoint or nominate any person who has the capacity to direct the business and affairs of the entity, such as a member of the board of directors or of senior management, a trustee of the entity or, in the case of a limited partnership, a general partner, or

          • (B) prescribed special rights with respect to the entity.

    • (2) Section 11 of the Act is renumbered as subsection 11(1) and is amended by adding the following:

      • Regulations

        (2) The Governor in Council may make regulations defining “material assets” and “material non-public technical information” for the purposes of subparagraph (1)(c)(ii).

• — 2024, c. 4, s. 3

  • 1995, c. 1, par. 50(1)(a)

    3 Section 12 of the Act is replaced by the following:

    • Notice of investment

      • 12 (1) A non-Canadian making an investment shall, in the prescribed manner, give notice of the investment that includes prescribed information to the Director

        • (a) in the case of an investment referred to in paragraph 11(1)(b) in respect of a Canadian business that carries on a prescribed business activity or an investment referred to in paragraph 11(1)(c), no later than the prescribed time prior to the implementation of the investment; and

        • (b) in the case of any other investment, within the prescribed period.

      • Condition for investment

        (2) Subject to subsections 25.2(2) and 25.3(3), a non-Canadian who gives notice of an investment under paragraph (1)(a) shall not implement the investment unless the periods referred to in subsections 25.2(1) and 25.3(1) have expired.

• — 2024, c. 4, s. 4(2)

  • • 1995, c. 1, par. 50(1)(a)

      4 (2) Subsection 13(2) of the Act is replaced by the following:

      • Incomplete notice

        (2) If a notice given under section 12 is incomplete, the Director shall, within the prescribed period, send a notice to the non-Canadian, specifying the information required to complete the notice under section 12 and requesting that the information be provided to the Director in order to complete that notice.

• — 2024, c. 4, ss. 7(1), (2)

  • • 7 (1) The portion of section 15 of the Act before paragraph (a) is replaced by the following:

      • Other reviewable investments

        15 An investment referred to in paragraph 11(1)(a) or (b) that is subject to notification under Part III and that would not otherwise be reviewable under this Part is reviewable under this Part if

    • (2) Section 15 of the Act is renumbered as subsection 15(1) and is amended by adding the following:

      • State-owned enterprise

        (2) Despite the limits set out in subsections 14(3), 14.1(1) and (1.1) and 14.11(1) and (2), an investment is reviewable under this Part if

        • (a) the non-Canadian making the investment is a state-owned enterprise or is controlled by a state-owned enterprise unless the non-Canadian is a trade agreement investor;

        • (b) the Governor in Council, on the recommendation of the Minister, is of the opinion that a review of the investment is in the public interest;

        • (c) the Governor in Council issues an order for the review within 45 days after the certified date referred to in paragraph 13(1)(a); and

        • (d) the Director sends the non-Canadian making the investment a notice for review.

• — 2024, c. 4, s. 8

  • 8 Paragraphs 17(2)(b) and (c) of the Act are replaced by the following:

    • (b) in the case of an investment made through an acquisition referred to in subparagraph 28(1)(d)(ii) or an investment with respect to which a notice referred to in paragraph 16(2)(a) has been sent, within the prescribed period; or

    • (c) in the case of an investment reviewable pursuant to section 15, forthwith on receipt of a notice for review referred to in subparagraph 15(1)(b)(ii) or paragraph 15(2)(d).

• — 2024, c. 4, s. 12

  • 2009, c. 2, s. 453

    • 12 (1) Paragraph 25.1(b) of the Act is replaced by the following:

      • (b) to acquire control of a Canadian business in any manner described in section 28;

      • (b.1) if the non-Canadian is a state-owned enterprise, to acquire any of the assets of a Canadian business; or

    • (2) Section 25.1 of the Act is renumbered as subsection 25.1(1) and is amended by adding the following:

      • For greater certainty

        (2) For greater certainty, paragraph (1)(c) includes an investment to acquire, in whole or in part, the assets of an entity referred to in that paragraph.

• — 2024, c. 4, s. 14(1)

  • 2009, c. 2, s. 453

    • 14 (1) Subsection 25.2(1) of the Act is replaced by the following:

      • Notice

        • 25.2 (1) If the Minister has reasonable grounds to believe that an investment by a non-Canadian could be injurious to national security, the Minister may, within the prescribed period, send to the non-Canadian a notice that an order for the further review of the investment may be made under subsection 25.3(1).

        • Act of corruption

          (1.1) For the purposes of subsection (1), the fact that a non-Canadian has previously been convicted, within or outside Canada, for an offence involving an act of corruption constitutes, by itself, reasonable grounds.

• — 2024, c. 4, ss. 20(1), (2)

  • • 20 (1) Paragraph 39(1)(a) of the Act is replaced by the following:

      • (a) has failed to give notice in accordance with section 12 or file an application in accordance with section 17,

    • 2009, c. 2, s. 460(1)

      (2) Paragraph 39(1)(b) of the Act is replaced by the following:

      • (b) has implemented an investment the implementation of which is prohibited by section 12, 16, 24, 25.2 or 25.3,

• — 2024, c. 4, ss. 21(1), (2), (3)

  • 2009, c. 2, s. 462(1)

    • 21 (1) Subsection 40(1) of the Act is replaced by the following:

      • Application for court order

        • 40 (1) An application on behalf of the Minister may be made to a superior court for an order under subsection (2) or (2.1) if

          • (a) a non-Canadian fails to give notice in accordance with paragraph 12(1)(a) or to file, with respect to a Canadian business that carries on a prescribed business activity, an application in accordance with section 17; or

          • (b) a non-Canadian or any other person or entity fails to comply with a demand under section 39.

    • 2009, c. 2, s. 462(2)

      (2) The portion of subsection 40(2) of the Act before paragraph (a) is replaced by the following:

      • Court orders

        (2) If, at the conclusion of the hearing on an application referred to in subsection (1), the superior court decides that the non-Canadian has failed to give the notice or file the application referred to in paragraph (1)(a), or that the Minister was justified in sending a demand to the non-Canadian or other person or entity under section 39 and that the non-Canadian or other person or entity has failed to comply with the demand, the court may make any order or orders that, in its opinion, the circumstances require, including an order

    • 2009, c. 2, s. 462(4)

      (3) Paragraphs 40(2)(c.1) and (d) of the Act are replaced by the following:

      • (c.1) directing the non-Canadian to comply with a written undertaking given to His Majesty in right of Canada and referred to in paragraph 25.3(6)(c) or 25.31(a);

      • (c.2) directing the non-Canadian to comply with an order made under section 25.3;

      • (d) against the non-Canadian imposing a penalty not exceeding

        • (i) in the case of a failure to give notice in accordance with paragraph 12(1)(a) or to file, with respect to a Canadian business that carries on a prescribed business activity, an application in accordance with section 17, the greater of $500,000 and any prescribed amount, or

        • (ii) in the case of any other contravention of the provisions of this Act or the regulations, the greater of $25,000 and any prescribed amount for each day of the contravention;