Investment Canada Act

Marginal note:Divestiture

• 24 (1) On receipt of a notice under paragraph 23(3)(b), the applicant shall not implement the investment to which the notice relates or, if the investment has been implemented, shall divest himself of control of the Canadian business that is the subject of the investment.

• (1.1) to (1.3) [Repealed, 1994, c. 47, s. 134]

• Marginal note: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.

• Marginal note: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.

• Marginal note:Definitions

  (4) In this section,

  controlled by a NAFTA investor

  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; (sous le contrôle d’un investisseur ALÉNA)

  NAFTA Agreement

  NAFTA Agreement has the meaning given to the word “Agreement” by the North American Free Trade Agreement Implementation Act; (Accord ALÉNA)

  NAFTA country

  NAFTA country means a country that is a party to the NAFTA Agreement; (pays ALÉNA)

  NAFTA investor

  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 subsection 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 subsection 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. (investisseur ALÉNA)

• Marginal note: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.