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

Act current to 2014-04-02 and last amended on 2013-06-26. Previous Versions

PART IORGANIZATION AND MANDATE

Minister

Marginal note:Role of Minister

 The Minister is responsible for the administration of this Act.

  • R.S., 1985, c. 28 (1st Supp.), s. 4;
  • 1995, c. 1, s. 46.
Marginal note:Duties and powers of Minister
  •  (1) The Minister shall

    • (a) to (e[Repealed, 1995, c. 1, s. 47]

    • (f) ensure that the notification and review of investments are carried out in accordance with this Act; and

    • (g) perform all other duties required by this Act to be performed by the Minister.

  • Marginal note:Other powers

    (2) In exercising the Minister’s powers and performing his duties under this Act, the Minister

    • (a) shall, where appropriate, make use of the services and facilities of other departments, branches or agencies of the Government of Canada;

    • (b) may, with the approval of the Governor in Council, enter into agreements, for the purposes of this Act, with the government of any province or any agency thereof, or with any other entity or person, and may make disbursements up to an amount equal to the aggregate of the amounts to be contributed by all parties to the agreement, even before those amounts have been contributed; and

    • (c) may consult with, and organize conferences of, representatives of industry and labour, provincial and local authorities and other interested persons.

  • R.S., 1985, c. 28 (1st Supp.), s. 5;
  • 1993, c. 35, s. 2;
  • 1995, c. 1, s. 47.

Director of Investments

Marginal note:Director of Investments

 The Minister may appoint an officer, to be known as the Director of Investments, to advise and assist the Minister in exercising the Minister’s powers and performing the Minister’s duties under this Act.

  • R.S., 1985, c. 28 (1st Supp.), s. 6;
  • 1995, c. 1, s. 48.

 [Repealed, 1995, c. 1, s. 48]

PART IIEXEMPTIONS

Marginal note:Exempt transactions
  •  (1) This Act, other than Part IV.1, does not apply in respect of

    • (a) the acquisition of voting shares or other voting interests by any person in the ordinary course of that person’s business as a trader or dealer in securities;

    • (b) the acquisition of voting interests by any person in the ordinary course of a business carried on by that person that consists of providing, in Canada, venture capital on terms and conditions not inconsistent with such terms and conditions as may be fixed by the Minister;

    • (c) the acquisition of control of a Canadian business in connection with the realization of security granted for a loan or other financial assistance and not for any purpose related to the provisions of this Act;

    • (d) the acquisition of control of a Canadian business for the purpose of facilitating its financing and not for any purpose related to the provisions of this Act on the condition that the acquirer divest himself of control within two years after it is acquired or within such longer period as is approved by the Minister;

    • (e) the acquisition of control of a Canadian business by reason of an amalgamation, a merger, a consolidation or a corporate reorganization following which the ultimate direct or indirect control in fact of the Canadian business, through the ownership of voting interests, remains unchanged;

    • (f) the acquisition of control of a Canadian business carried on by an agent of Her Majesty in right of Canada or a province or by a Crown corporation within the meaning of the Financial Administration Act;

    • (g) the acquisition of control of a Canadian business carried on by a corporation the taxable income of which is exempt from tax under Part I of the Income Tax Act by virtue of paragraph 149(1)(d) of that Act;

    • (h) any transaction to which Part XII.01 of the Bank Act applies;

    • (i) the involuntary acquisition of control of a Canadian business on the devolution of an estate or by operation of law;

    • (j) the acquisition of control of a Canadian business by

      • (i) an insurance company incorporated in Canada that is a company or a provincial company to which the Insurance Companies Act applies, on the condition that the gross investment revenue of the company from the Canadian business is included in computing the income of the company under subsection 138(9) of the Income Tax Act,

      • (ii) a foreign entity that has been approved by order of the Superintendent of Financial Institutions under Part XIII of the Insurance Companies Act to insure in Canada risks, on the condition that the gross investment revenue of the company from the Canadian business is included in computing the income of the company under subsection 138(9) of the Income Tax Act and the voting interests of the entity carrying on the Canadian business, or the assets used in carrying on the Canadian business, are vested in trust under that Part, or

      • (iii) a corporation incorporated in Canada, all the issued voting shares of which, other than the qualifying voting shares of directors, are owned by an insurance company described in subparagraph (i), a foreign entity described in subparagraph (ii) or by a corporation controlled directly or indirectly through the ownership of voting shares by such an insurance company or foreign entity, on the condition that, in the case of a foreign entity described in subparagraph (ii), the voting interests of the entity carrying on the Canadian business, or the assets used in carrying on the Canadian business, are vested in trust under Part XIII of the Insurance Companies Act; and

    • (k) the acquisition of control of a Canadian business the revenue of which is generated from farming carried out on the real property acquired in the same transaction.

  • Marginal note:Exempt transactions — Part IV.1

    (2) Part IV.1 does not apply in respect of

    • (a) the acquisition of control of a Canadian business in connection with the realization of security granted for a loan or other financial assistance and not for any purpose related to the provisions of this Act, if the acquisition is subject to approval under the Bank Act, the Cooperative Credit Associations Act, the Insurance Companies Act or the Trust and Loan Companies Act;

    • (b) the acquisition of control of a Canadian business by reason of an amalgamation, a merger, a consolidation or a corporate reorganization following which the ultimate direct or indirect control in fact of the Canadian business, through the ownership of voting interests, remains unchanged, if the acquisition is subject to approval under the Bank Act, the Cooperative Credit Associations Act, the Insurance Companies Act or the Trust and Loan Companies Act;

    • (c) the acquisition of control of a Canadian business carried on by an agent of Her Majesty in right of Canada or a province or by a Crown corporation within the meaning of the Financial Administration Act;

    • (d) any transaction to which Part XII.01 of the Bank Act applies; or

    • (e) the acquisition of control of a Canadian business by any of the following entities, if the acquisition is subject to approval under the Bank Act, the Cooperative Credit Associations Act, the Insurance Companies Act or the Trust and Loan Companies Act:

      • (i) an insurance company incorporated in Canada that is a company or a provincial company to which the Insurance Companies Act applies, on the condition that the gross investment revenue of the company from the Canadian business is included in computing the income of the company under subsection 138(9) of the Income Tax Act,

      • (ii) a foreign entity that has been approved by order of the Superintendent of Financial Institutions under Part XIII of the Insurance Companies Act to insure in Canada risks, on the condition that the gross investment revenue of the company from the Canadian business is included in computing the income of the company under subsection 138(9) of the Income Tax Act and the voting interests of the entity carrying on the Canadian business, or the assets used in carrying on the Canadian business, are vested in trust under that Part, or

      • (iii) a corporation incorporated in Canada, all the issued voting shares of which, other than the qualifying voting shares of directors, are owned by an insurance company described in subparagraph (i), by a foreign entity described in subparagraph (ii) or by a corporation controlled directly or indirectly through the ownership of voting shares by such an insurance company or foreign entity, on the condition that, in the case of a foreign entity described in subparagraph (ii), the voting interests of the entity carrying on the Canadian business, or the assets used in carrying on the Canadian business, are vested in trust under Part XIII of the Insurance Companies Act.

  • Marginal note:If condition not complied with

    (3) If any condition referred to in paragraph (1)(d) or (j) or (2)(e) is not complied with, the exemption under that paragraph does not apply and the transaction referred to in that paragraph is subject to this Act as if it had never been exempt.

  • R.S., 1985, c. 28 (1st Supp.), s. 10;
  • 1991, c. 46, s. 600, c. 47, s. 735;
  • 2001, c. 9, s. 589;
  • 2007, c. 6, s. 439;
  • 2009, c. 2, s. 447.