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14.11 (1) Despite the limits set out in subsections 14(3) and 14.1(1), an investment described in paragraph 14(1)(a) or (b) by a trade agreement investor, other than a state-owned enterprise, or — if the Canadian business that is the subject of the investment is, immediately prior to the implementation of the investment, controlled by a trade agreement investor — by a non-Canadian other than a trade agreement investor and other than a state-owned enterprise, is reviewable under section 14 only if the enterprise value, calculated in the prescribed manner, of the assets described in paragraph 14(3)(a) or (b), as the case may be, is equal to or greater than
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Marginal note:Limits for trade agreement investors — paragraph 14(1)(c) or (d)
(2) Despite the limits set out in subsections 14(3) and (4), an investment described in paragraph 14(1)(c) or (d) by an investor described in any of the following paragraphs is reviewable under section 14 only if the enterprise value, calculated in the prescribed manner, of the assets described in paragraph 14(3)(b) or subsection 14(4), as the case may be, is equal to or greater than the applicable amount referred to under paragaph (1)(a) or (b):
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(a) a trade agreement investor that is neither a WTO investor as defined in subsection 14.1(6) nor a state-owned enterprise; or
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(b) a non-Canadian that is not a trade agreement investor, a WTO investor as defined in subsection 14.1(6) or a state-owned enterprise, if the Canadian business that is the subject of the investment is, immediately prior to the implementation of the investment, controlled by a trade agreement investor.
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(6) The following definitions apply in this section.
- controlled by a trade agreement investor
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controlled by a trade agreement investor , with respect to a Canadian business, means, despite subsection 28(2),
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(a) the ultimate direct or indirect control in fact of the Canadian business by a trade agreement investor through the ownership of voting interests; or
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(b) the ownership by a trade agreement investor of all or substantially all of the assets used in carrying on the Canadian business. (sous le contrôle d’un investisseur (traité commercial))
- trade agreement country
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trade agreement country means a country other than Canada that is a party either to the Agreement described in subparagraph (a)(i) of the definition trade agreement investor in this subsection or to a trade agreement listed in column 1 of the schedule. (pays (traité commercial))
- trade agreement investor
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trade agreement investor means
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(a) an individual, other than a Canadian, who is
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(b) the government of a trade agreement country, whether federal, state or local, or an agency of such a government;
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(c) an entity that is not a Canadian-controlled entity, as determined under subsection 26(1) or (2), and that is a trade agreement investor-controlled entity, as determined in accordance with subsection (7);
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(d) a corporation or limited partnership that meets the following criteria:
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(iii) less than a majority of its voting interests are owned by trade agreement investors,
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(v) two thirds of the members of its board of directors, or two thirds of its general partners, as the case may be, are any combination of Canadians and trade agreement investors;
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(e) a trust that meets the following criteria:
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(f) any other form of business organization specified by the regulations that is controlled by a trade agreement investor. (investisseur (traité commercial))
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Marginal note:Interpretation
(7) For the purpose only of determining whether an entity is a trade agreement investor-controlled entity under paragraph (c) of the definition trade agreement investor in subsection (6),
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(a) subsections 26(1) and (2) and section 27 apply and, for that purpose,
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(i) every reference in those provisions to “Canadian” or “Canadians” shall be read and construed as a reference to “trade agreement investor” or “trade agreement investors”, respectively,
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(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 trade agreement investor,” or “non-Canadians, other than trade agreement 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 trade agreement investors”,
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(iii) every reference in those provisions to “Canadian-controlled” shall be read and construed as a reference to “trade agreement investor-controlled”, and
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(iv) the reference in subparagraph 27(d)(i) to “Canada” shall be read and construed as a reference to “a trade agreement country”; and
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(b) if two persons, one being a Canadian and the other being a trade agreement investor, own equally all of the voting shares of a corporation, the corporation is deemed to be trade agreement investor-controlled.
