Investment Canada Act notification

Notification is the lighter side of the Investment Canada Act. A non-Canadian who establishes a new Canadian business, or acquires control of one, and is not caught by a full net benefit review still has a duty to give notice of the investment. Sellers who accept a non-Canadian buyer should confirm who will file and when.

What the Act requires

Section 11 lists the investments subject to notification: an investment to establish a new Canadian business, and an investment to acquire control of a Canadian business in a manner described in subsection 28(1), unless it is reviewable under section 14. Section 12 says the non-Canadian making the investment shall, at any time before implementation or within thirty days afterward, give notice to the Director, with the prescribed information. So under the current text, the thirty days in section 12 is a latest date, not a required wait. The Investment Canada Regulations say a notice required under section 12 shall be in writing, contain the information prescribed in Schedule I and be sent to the Director. Amendments made in 2024 and shown on the Justice Laws site as not yet in force would replace section 12 and require notice before implementation for some investments, so check the version in force on your closing date.

What to check or ask

• Whether the buyer is a non-Canadian and the acquisition is of control
• Whether the deal is reviewable, which replaces the notice with an application
• Who files, and by when

The review threshold answer covers how the line is drawn.