This enactment amends the Investment Canada Act to, among other things,

His Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows:

• (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.

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).

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.

• (i) the investment is not reviewable under Part IV, or

• (ii) unless the Director sends the non-Canadian a notice for review under section 15 within 21 days after the certified date referred to in paragraph (a), the investment is not reviewable under Part IV.

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.

Where investment not reviewable

(3) An investment in respect of which a receipt is sent under subsection (1) is not reviewable under Part IV if

• (v) of which at least two-thirds of the members of its board of directors, or of which at least two-thirds of its general partners, as the case may be, are any combination of Canadians and WTO investors,

• (iv) of which at least two-thirds of its trustees are any combination of Canadians and WTO investors, or

• (v) at least two-thirds of the members of its board of directors, or at least two-thirds of its general partners, as the case may be, are any combination of Canadians and trade agreement investors;

• (iv) at least two-thirds of its trustees are any combination of Canadians and trade agreement investors; or

Other reviewable investments

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

• (b) within 45 days after the certified date referred to in paragraph 13(1)‍(a)

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.

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• (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) the effect of the investment on productivity, industrial efficiency, technological development, product innovation and product variety in Canada, including, for greater certainty, the effect of the investment on any rights relating to intellectual property whose development has been funded, in whole or in part, by the Government of Canada;

• (e) the compatibility of the investment with national industrial, economic and cultural policies, taking into consideration industrial, economic and cultural policy objectives enunciated by the government or legislature of any province likely to be significantly affected by the investment, and including, for greater certainty, the effect of the investment on the use and protection of personal information about Canadians; and

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Prolongation

(3) Sous réserve des paragraphes (4) et (5), si, avant l’expiration du délai de quarante-cinq jours visé au paragraphe (1), l’avis prévu au paragraphe 25.‍2(1) est envoyé relativement à l’investissement et si l’arrêté visé au paragraphe 25.‍3(1) est pris relativement à celui-ci, le délai pendant lequel le ministre peut envoyer l’avis prévu au paragraphe (1) expire trente jours après l’expiration du délai réglementaire ou du délai supplémentaire visés aux paragraphes 25.‍3(6) ou (7), selon le cas, ou à l’expiration de tout délai supplémentaire sur lequel celui-ci et le demandeur s’entendent.

Extension

(4) If, before the end of the 45-day period referred to in subsection (1), a notice is sent under subsection 25.‍2(1) in respect of the investment and if, in respect of the investment, an order is made under subsection 25.‍3(1) and a notice under paragraph 25.‍3(6)‍(b) or (c) is sent, the period during which the Minister may send the notice referred to in subsection (1) expires 30 days after the day on which the notice under that paragraph was sent or at the end of any further period that the Minister and the applicant agree on.

Prolongation

(5) Si, avant l’expiration du délai de quarante-cinq jours visé au paragraphe (1), l’avis prévu au paragraphe 25.‍2(1) est envoyé relativement à l’investissement et si l’arrêté visé au paragraphe 25.‍3(1) est pris relativement à celui-ci et que le ministre renvoie la question au gouverneur en conseil en application de l’alinéa 25.‍3(6)a) ou du paragraphe 25.‍3(7), le délai pendant lequel le ministre peut envoyer l’avis prévu au paragraphe (1) expire trente jours après celle des dates ci-après qui est antérieure à l’autre ou à l’expiration de tout délai supplémentaire sur lequel celui-ci et le demandeur s’entendent :

Prolongation

(6) Sous réserve des paragraphes (7) et (8), si, avant l’expiration du délai de quarante-cinq jours visé au paragraphe (1), l’arrêté visé au paragraphe 25.‍3(1) est pris relativement à l’investissement, le délai pendant lequel le ministre peut envoyer l’avis prévu au paragraphe (1) expire trente jours après l’expiration du délai réglementaire ou du délai supplémentaire visés aux paragraphes 25.‍3(6) ou (7), selon le cas, ou à l’expiration de tout délai supplémentaire sur lequel celui-ci et le demandeur s’entendent.

Extension

(7) If, before the end of the 45-day period referred to in subsection (1), an order is made under subsection 25.‍3(1) in respect of the investment and if, in respect of the investment, a notice is sent under paragraph 25.‍3(6)‍(b) or (c), the period during which the Minister may send the notice referred to in subsection (1) expires 30 days after the day on which the notice under that paragraph was sent or at the end of any further period that the Minister and the applicant agree on.

Prolongation

(8) Si, avant l’expiration du délai de quarante-cinq jours visé au paragraphe (1), l’arrêté visé au paragraphe 25.‍3(1) est pris relativement à l’investissement et si le ministre renvoie la question au gouverneur en conseil en application de l’alinéa 25.‍3(6)a) ou du paragraphe 25.‍3(7), le délai pendant lequel le ministre peut envoyer l’avis prévu au paragraphe (1) expire trente jours après celle des dates ci-après qui est antérieure à l’autre ou à l’expiration de tout délai supplémentaire sur lequel celui-ci et le demandeur s’entendent :

• (v) of which at least two-thirds of the members of its board of directors, or of which at least two-thirds of its general partners, as the case may be, are any combination of Canadians and CUSMA investors;

• (iv) of which at least two-thirds of its trustees are any combination of Canadians and CUSMA investors; or

Review of Investments — Injurious to National Security

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

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

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.

Beginning of review

25.‍11 The review of an investment under this Part begins on the day on which it first comes to the attention of the Minister.

Requirement to provide information

25.‍12 The Minister may require the non-Canadian or other person or entity from which the Canadian business or the entity referred to in paragraph 25.‍1(c) is being acquired to provide to the Minister, within the time and in the manner specified by the Minister, any prescribed information or any other information that the Minister considers necessary for the purposes of the review.

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.

• (a) a notice under subsection (4);

• (b) a notice under paragraph 25.‍3(6)‍(b) or (c); or

Notice

(4) If the Minister, after the consultation referred to in subsection 25.‍3(1), does not consider that the investment could be injurious to national security, the Minister shall, within the prescribed period, send to the non-Canadian a notice indicating that consideration of the investment is complete and that no order will be made under that subsection.

Order — further review

25.‍3 (1) If the Minister, after consultation with the Minister of Public Safety and Emergency Preparedness, considers that an investment could be injurious to national security, the Minister Insertion start shall Insertion end make an order within the prescribed period for the further review of the investment.

Interim conditions

(1.‍1) The Minister Insertion start shall Insertion end , by order, impose interim conditions in respect of the investment that are applicable until no later than when consideration of the investment is complete, or amend such conditions, if the Minister, after consultation with the Minister of Public Safety and Emergency Preparedness, is satisfied that it is necessary for the purpose of preventing injury to national security that could arise during that review, Insertion start provided that the imposition of interim conditions does not introduce significant new risks of injury to national security Insertion end . The Minister Insertion start shall Insertion end also delete a condition if the Minister, after such consultation, is satisfied that it is no longer necessary for that purpose.

Statutory Instruments Act does not apply

(1.‍2) The Statutory Instruments Act does not apply in respect of an order made under this section.

Notice

(2) The Minister shall, without delay after an order has been made under this section, send to the non-Canadian making the investment and to any person or entity from which the Canadian business or the entity referred to in paragraph 25.‍1(c) is being acquired a notice indicating that the order has been made and advising them of their right to make representations and to submit undertakings to the Minister. A copy of the order is to accompany the notice.

• (a) a notice under paragraph (6)‍(b) or (c);

Representations and undertakings

(4) After receipt of the notice referred to in subsection (2), the non-Canadian or other person or entity may make representations and submit written undertakings, within the time and in the manner specified in the notice.

Ministerial action

(6) The Minister shall, within the prescribed period,

• (a) after consultation with the Minister of Public Safety and Emergency Preparedness, refer the investment under review to the Governor in Council, together with a report of the Minister’s findings and recommendations on the review, if

  • (i) the Minister is satisfied that the investment would be injurious to national security, or

  • (ii) on the basis of the information available, the Minister is not able to determine whether the investment would be injurious to national security;

• (b) after consultation with the Minister of Public Safety and Emergency Preparedness, send to the non-Canadian a notice indicating that consideration of the investment is complete, if the Minister is satisfied that the investment would not be injurious to national security; or

• (c) send to the non-Canadian a notice indicating that consideration of the investment is complete, if the Minister is satisfied, with the concurrence of the Minister of Public Safety and Emergency Preparedness, that the investment would not be injurious to national security because of the undertakings that are given to His Majesty in right of Canada.

Extension

(7) If the Minister is unable to complete the consideration of an investment within the prescribed period referred to in subsection (6), the Minister shall, within that period, send a notice to that effect to the non-Canadian. The Minister then has until the end of the period prescribed for this subsection, or any further period that the Minister and the non-Canadian agree on, to take the applicable measures described in paragraph (6)‍(a), (b) or (c).

New undertakings

25.‍31 After the Minister sends a notice referred to in paragraph 25.‍3(6)‍(c), the Minister may

• (a) accept new written undertakings if the Minister is satisfied, with the concurrence of the Minister of Public Safety and Emergency Preparedness, that the risks of injury to national security identified in the notice would continue to be addressed; or

• (b) release the non-Canadian or other person or entity from any undertakings, if the Minister is satisfied, with the concurrence of the Minister of Public Safety and Emergency Preparedness, that they are no longer necessary to address those risks.

• (b) authorizing the non-Canadian to make the investment on the terms and conditions contained in the order; or

Information to determine compliance

25.‍5 Non-Canadians or other persons or entities shall, within the time and in the manner specified by the Director, submit any information relating to the investment that is required by the Director in order to permit the Director to determine whether they are complying with

• (a) an order made under section 25.‍3 or 25.‍4; or

• (b) any written undertaking given to His Majesty in right of Canada and referred to in paragraph 25.‍3(6)‍(c) or 25.‍31(a).

Decisions and orders are final

25.‍6 Decisions and orders of the Governor in Council and of the Minister made under this Part are final and binding and, except for judicial review under the Federal Courts Act, are not subject to appeal or to review by any court.

Closed proceeding on judicial review

25.‍7 (1) The following provisions apply to the judicial review of a decision or order made under this Part:

• (a) at any time during a proceeding, the judge shall, on the request of the Minister, hear submissions on evidence or other information in the absence of the public and of the applicant and their counsel if, in the judge’s opinion, the disclosure of the evidence or other information could be injurious to international relations, national defence or national security or could endanger the safety of any person;

• (b) the judge shall ensure the confidentiality of the evidence and other information provided by the Minister if, in the judge’s opinion, its disclosure would be injurious to international relations, national defence or national security or would endanger the safety of any person;

• (c) throughout the proceeding, the judge shall ensure that the applicant is provided with a summary of the evidence and other information available to the judge that enables the applicant to be reasonably informed of the Government of Canada’s case but that does not include anything that, in the judge’s opinion, would be injurious to international relations, national defence or national security or would endanger the safety of any person if disclosed;

• (d) the judge shall provide the applicant and the Minister with an opportunity to be heard;

• (e) the decision of the judge may be based on evidence or other information available to the judge even if a summary of that evidence or other information has not been provided to the applicant;

• (f) if the judge determines that evidence or other information provided by the Minister is not relevant or if the Minister withdraws the evidence or other information, the decision of the judge shall not be based on that evidence or other information and the judge must return it to the Minister; and

• (g) the judge shall ensure the confidentiality of all evidence and other information that the Minister withdraws.

Definition of judge

(2) In this section, judge means the Chief Justice of the Federal Court or a judge of that Court designated by the Chief Justice.

Protection of information on appeal

25.‍8 Section 25.‍7 applies to any appeal of a decision made under that section and to any further appeal, with any necessary modifications.

Notification

25.‍9 Within 30 days after sending a notice under paragraph 25.‍3(6)‍(c) or a copy of the order under subsection 25.‍4(2), the Minister shall notify the National Security and Intelligence Committee of Parliamentarians and the National Security and Intelligence Review Agency of

• (a) the fact that a notice was sent under paragraph 25.‍3(6)‍(c) and of the identity of the non-Canadian and the Canadian business or entity referred to in paragraph 25.‍1(c); or

• (b) the fact that an order was made under subsection 25.‍4(1), of the identity of the non-Canadian and the Canadian business or entity referred to in paragraph 25.‍1(c) that is the subject of the order, and of whether the order

  • (i) directed the non-Canadian not to implement the investment that is the subject of the order,

  • (ii) authorized the investment or contained terms and conditions, or

  • (iii) required the non-Canadian to divest themselves of control of the Canadian business, or of their investment in the entity, that is the subject of the order.

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• (ii) in the case of an entity that is a corporation or limited partnership, the entity is not controlled in fact through the ownership of its voting interests and at least two-thirds of the members of its board of directors or, in the case of a limited partnership, at least two-thirds of its general partners, are Canadians.

Trusts

(2) Subject to subsections (2.‍1) to (2.‍2), (2.‍31) and (2.‍32), if it can be established that a trust is not controlled in fact through the ownership of its voting interests, subsection (1) does not apply, and the trust is a Canadian-controlled entity if at least two-thirds of its trustees are Canadians.

• (b) at least four-fifths of the members of its board of directors are Canadian citizens ordinarily resident in Canada,

Investigative bodies and foreign states

(3.‍1) Information that is privileged under subsection (1) may be communicated or disclosed

• (a) by the Minister to a prescribed investigative body, or an investigative body of a prescribed class, for the purposes of the administration and enforcement of Part IV.‍1 in the context of that body’s lawful investigations;

• (b) by such an investigative body, for the purposes of its lawful investigations; and

• (c) by the Minister, on such terms and conditions that the Minister deems appropriate, to a government of a foreign state or an agency thereof that is responsible for the review of foreign investments, for the purpose of national security reviews of foreign investments.

• (ii) any notice sent under subsection 21(1) or (9), 22(2) or (4), 23(1) or (3), 25.‍2(1) or (4) or 25.‍3(2), paragraph 25.‍3(6)‍(b) or (c) or subsection 25.‍3(7), or

• (ii) authorized the investment, including if it did so on terms and conditions, or

For greater certainty

(4.‍101) For greater certainty, when communicating or disclosing under paragraph (4)‍(e.‍2) the fact that an order was made under subsection 25.‍4(1), the Minister is not prohibited from communicating or disclosing the identity of the non-Canadian and of the Canadian business or entity referred to in paragraph 25.‍1(c) that is the subject of the order.

Required information

(2) The report shall include information on the exercise of ministerial duties and powers under Part IV.‍1.

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

• (b) has implemented an investment the implementation of which is prohibited by section 12, 16, 24, 25.‍2 or 25.‍3,

• (d.‍1) has failed 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),

• (d.‍2) has failed to comply with an order made under section 25.‍3 or 25.‍4,

Ministerial demand

(2) The Minister may send a demand to a person or entity requiring that they immediately, or within any period that may be specified in the demand, cease the contravention, remedy the default or show cause why there is no contravention of the Act if the Minister believes that the person or the entity has failed to comply with

• (a) a requirement to provide information under section 25.‍12 or 25.‍5;

• (b) a written undertaking given to His Majesty in right of Canada and referred to in paragraph 25.‍3(6)‍(c) or 25.‍31(a); or

• (c) an order made under section 25.‍3 or 25.‍4.

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.

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

• (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;

Court orders — person or entity

(2.‍1) If, at the conclusion of the hearing on an application referred to in subsection (1), the superior court decides that the Minister was justified in sending a demand to a person or an entity under section 39 and that the person or entity has failed to comply with it, the court may make any order or orders that, in its opinion, the circumstances require, including an order against the person or entity imposing a penalty not exceeding the greater of $25,000 and any prescribed amount for each day of the contravention.