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Bill C-57

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Royal Assent

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R.S., c. 28 (1st Supp.) [c. I-21.8]	Investment Canada Act
1993, c. 44, s. 178	*132. Sections 14.01 and 14.02 of the Investment Canada Act* are repealed.**
1988, c. 65, s. 135; 1993, c. 35, s. 3, c. 44, s. 178	133. Sections 14.03 to 14.2 of the Act are replaced by the following:
Limits for WTO investors	14.1 (1) Notwithstanding the limits set out in subsection 14(3), an investment described in paragraph 14(1)(a), (b) or (c) by
	(a) a WTO investor, or
	(b) a non-Canadian, other than a WTO investor, where the Canadian business that is the subject of the investment is, immediately prior to the implementation of the investment, controlled by a WTO investor,
	is reviewable pursuant to section 14 only where the value, calculated in the manner prescribed, of the assets described in paragraph 14(3)(a) or (b), as the case may be, is equal to or greater than the applicable amount determined pursuant to subsection (2).
Amount for subsequent years	(2) For the purposes of subsection (1), the amount for any year 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 formula:
	Current Nominal GDP at Market Prices x amount determined for Previous Year Nominal previou s year GDP at Market Prices
	where
	``Current Nominal GDP at Market Prices'' means the average of the Nominal Gross Domestic Products at market prices for the most recent four consecutive quarters; and
	``Previous Year Nominal GDP at Market Prices'' means the average of the Nominal Gross Domestic Products at market prices for the four consecutive quarters for the comparable period in the year preceding the year used in calculating the Current Nominal GDP at Market Prices.
Publication in Canada Gazette	(3) As soon as possible after determining the amount for any particular year, the Minister shall publish the amount in the Canada Gazette.
Investments not reviewable	(4) Notwithstanding paragraph 14(1)(d), an investment described in that paragraph by
	(a) a WTO investor, or
	(b) a non-Canadian, other than a WTO investor, where the Canadian business that is the subject of the investment is, immediately prior to the implementation of the investment, controlled by a WTO investor,
	that is implemented after this section comes into force is not reviewable pursuant to section 14.
Exceptions	(5) This section does not apply in respect of an investment to acquire control of a Canadian business that
	(a) engages in the production of uranium and owns an interest in a producing uranium property in Canada;
	(b) provides any financial service;
	(c) provides any transportation service, as that expression may be defined by the regulations; or
	(d) is a cultural business.
Definitions	(6) In this section and section 14.2,
``controlled by a WTO investor'' « sous le contrôle d'un investisseur OMC »	``controlled by a WTO investor'', with respect to a Canadian business, means, notwithstanding subsection 28(2),
	(a) the ultimate direct or indirect control in fact of the Canadian business by a WTO investor through the ownership of voting interests, or
	(b) the ownership by a WTO investor of all or substantially all of the assets used in carrying on the Canadian business;
``cultural business'' « entreprise culturelle »	``cultural business'' means a Canadian business that carries on any of the following activities, namely,
	(a) the publication, distribution or sale of books, magazines, periodicals or newspapers in print or machine readable form, other than the sole activity of printing or typesetting of books, magazines, periodicals or newspapers,
	(b) the production, distribution, sale or exhibition of film or video recordings,
	(c) the production, distribution, sale or exhibition of audio or video music recordings,
	(d) the publication, distribution or sale of music in print or machine readable form, or
	(e) radio communication in which the transmissions are intended for direct reception by the general public, any radio, television and cable television broadcasting undertakings and any satellite programming and broadcast network services;
``financial institution'' « institution financière »	``financial institution'' means any entity authorized to do business under the laws applicable to a WTO Member or any of its political subdivisions relating to financial institutions, as defined by the laws applicable to that WTO Member or any of its political subdivisions, and includes a holding company thereof;
``financial service'' « service financier »	``financial service'' means a service of a financial nature offered by a financial institution excluding the underwriting and selling of insurance policies;
``WTO Agreement'' « Accord sur l'OMC »	``WTO Agreement'' has the meaning given to the word ``Agreement'' by subsection 2(1) of the World Trade Organization Agreement Implementation Act;
``WTO investor'' « investisseur OMC »	``WTO investor'' means
	(a) an individual, other than a Canadian, who is a national of a WTO Member or who has the right of permanent residence in relation to that WTO Member,
	(b) a government of a WTO Member, whether federal, state or local, or an agency thereof,
	(c) an entity that is not a Canadian-controlled entity, as determined pursuant to subsection 26(1) or (2), and that is a WTO investor-controlled entity, as determined in accordance with subsection (7),
	(d) a corporation or limited partnership
	(i) that is not a Canadian-controlled entity, as determined pursuant to sub section 26(1),
	(ii) that is not a WTO investor within the meaning of paragraph (c),
	(iii) of which less than a majority of its voting interests are owned by WTO investors,
	(iv) that is not controlled in fact through the ownership of its voting interests, and
	(v) of which two thirds of the members of its board of directors, or of which two thirds of its general partners, as the case may be, are any combination of Canadians and WTO investors,
	(e) a trust
	(i) that is not a Canadian-controlled entity, as determined pursuant to sub section 26(1) or (2),
	(ii) that is not a WTO investor within the meaning of paragraph (c),
	(iii) that is not controlled in fact through the ownership of its voting interests, and
	(iv) of which two thirds of its trustees are any combination of Canadians and WTO investors, or
	(f) any other form of business organization specified by the regulations that is controlled by a WTO investor;
``WTO Member'' «membre de l'OMC »	``WTO Member'' means a Member of the World Trade Organization established by Article I of the WTO Agreement.
Interpretation	(7) For the purposes only of determining whether an entity is a ``WTO investor-controlled entity'' under paragraph (c) of the definition ``WTO investor'' in subsection (6),
	(a) subsections 26(1) and (2) and section 27 apply and, for that purpose,
	(i) every reference in those provisions to ``Canadian'' or ``Canadians'' shall be read and construed as a reference to ``WTO investor'' or ``WTO investors'', respectively,
	(ii) every reference in those provisions to ``non-Canadian'' or ``non-Canadians'' shall be read and construed as a reference to ``non-Canadian, other than a WTO investor,'' or ``non-Canadians, other than WTO investors,'' respectively, except for the reference to ``non-Canadians'' in subparagraph 27(d)(ii), which shall be read and construed as a reference to ``not WTO investors'',
	(iii) every reference in those provisions to ``Canadian-controlled'' shall be read and construed as a reference to ``WTO investor-controlled'', and
	(iv) the reference in subparagraph 27(d)(i) to ``Canada'' shall be read and construed as a reference to ``a WTO Member''; and
	(b) where two persons, one being a Canadian and the other being a WTO investor, own equally all of the voting shares of a corporation, the corporation is deemed to be WTO investor-controlled.
Regulations	14.2 The Governor in Council may make such regulations as the Governor in Council deems necessary for carrying out the purposes and provisions of section 14.1, including regulations defining the expression ``transportation service'' for the purposes of paragraph 14.1(5)(c).
1988, c. 65, s. 136; 1993, c. 44, s. 179	134. Subsections 24(1.1) to (3) of the Act are replaced by the following:
Authority to purchase cultural business	(2) Notwithstanding section 90 of the Financial Administration Act, where a NAFTA investor is, pursuant to a review under this Part, required to divest control of a cultural business, as defined in subsection 14.1(6), that has been acquired in the manner described in subparagraph 28(1)(d)(ii), where the circumstances described in subsection 14(2) do not apply, Her Majesty in right of Canada may acquire all or part of the cultural business and dispose of all or any part of the cultural business so acquired.
Designation of agent	(3) For the purposes of subsection (2), the Governor in Council may, on the recommendation of the Minister and the Treasury Board, by order, designate any Minister of the Crown in right of Canada, or any Crown corporation within the meaning of the Financial Administration Act, to act as agent on behalf of Her Majesty with full authority to do all things necessary, subject to such terms and conditions not inconsistent with the obligations of the parties to the NAFTA Agreement under Article 2106 of the Agreement, as the Governor in Council considers appropriate.
Definitions	(4) In this section,
``controlled by a NAFTA investor'' « sous le contrôle d'un investisseur ALÉNA »	``controlled by a NAFTA investor'', with respect to a Canadian business, means, notwithstanding subsection 28(2),
	(a) the ultimate direct or indirect control in fact of the Canadian business by a NAFTA investor through the ownership of voting interests, or
	(b) the ownership by a NAFTA investor of all or substantially all of the assets used in carrying on the Canadian business;
``NAFTA Agreement'' « Accord ALÉNA »	``NAFTA Agreement'' has the meaning given to the word ``Agreement'' by the North American Free Trade Agreement Implementation Act;
``NAFTA country'' « pays ALÉNA »	``NAFTA country'' means a country that is a party to the NAFTA Agreement;
``NAFTA investor'' « investisseur ALÉNA »	``NAFTA investor'' means
	(a) an individual, other than a Canadian, who is a national as defined in Article 201 of the NAFTA Agreement,
	(b) a government of a NAFTA country, whether federal, state or local, or an agency thereof,
	(c) an entity that is not a Canadian-controlled entity, as determined pursuant to subsection 26(1) or (2), and that is a NAFTA investor-controlled entity, as determined in accordance with subsection (5),
	(d) a corporation or limited partnership
	(i) that is not a Canadian-controlled entity, as determined pursuant to sub section 26(1),
	(ii) that is not a NAFTA investor within the meaning of paragraph (c),
	(iii) of which less than a majority of its voting interests are owned by NAFTA investors,
	(iv) that is not controlled in fact through the ownership of its voting interests, and
	(v) of which two thirds of the members of its board of directors, or of which two thirds of its general partners, as the case may be, are any combination of Canadians and NAFTA investors,
	(e) a trust
	(i) that is not a Canadian-controlled entity, as determined pursuant to sub section 26(1) or (2),
	(ii) that is not a NAFTA investor within the meaning of paragraph (c),
	(iii) that is not controlled in fact through the ownership of its voting interests, and
	(iv) of which two thirds of its trustees are any combination of Canadians and NAFTA investors, or
	(f) any other form of business organization specified by the regulations that is controlled by a NAFTA investor.
Interpretation	(5) For the purposes only of determining whether an entity is a NAFTA investor-controlled entity under paragraph (c) of the definition ``NAFTA investor'' in subsection (4),
	(a) subsections 26(1) and (2) and section 27 apply and, for that purpose,
	(i) every reference in those provisions to ``Canadian'' or ``Canadians'' shall be read and construed as a reference to ``NAFTA investor'' or ``NAFTA investors'', respectively,
	(ii) every reference in those provisions to ``non-Canadian'' or ``non-Canadians'' shall be read and construed as a reference to ``non-Canadian, other than a NAFTA investor,'' or ``non-Canadians, other than NAFTA investors,'' respectively, except for the reference to ``non-Canadians'' in subparagraph 27(d)(ii), which shall be read and construed as a reference to ``not NAFTA investors'',
	(iii) every reference in those provisions to ``Canadian-controlled'' shall be read and construed as a reference to ``NAFTA investor-controlled'', and
	(iv) the reference in subparagraph 27(d)(i) to ``Canada'' shall be read and construed as a reference to ``a NAFTA country''; and
	(b) where two persons, one being a Canadian and the other being a NAFTA investor, own equally all of the voting shares of a corporation, the corporation is deemed to be NAFTA investor-controlled.

Bill C-57

Investment Canada Act