Investment Canada Regulations (SOR/85-611)

Investor

• 1 Legal name of the investor.

• 2 Legal names of the members of the investor’s board of directors, the investor’s five highest-paid officers and any person or entity that owns 10% or more of the investor’s equity or voting interests.

• 3 Business address of the investor — other than the address of the investor’s legal counsel — and business address of any person or entity mentioned in item 2, as well as the local mailing address of any person mentioned in that item, excluding in each case any address that is a post office box.

• 4 Telephone number, fax number and email address of the investor and of any person or entity mentioned in item 2 and, in the case of an individual, their date of birth.

• 5 An indication of whether the investor is a WTO investor, a CUSMA investor or a trade agreement investor.

• 6 Legal name and address of the investor’s ultimate controller, if any, and the manner in which control is exercised.

• 7 Description of the business activities carried on by the investor and by its ultimate controller, if any.

• 8 Country of origin of the investor’s ultimate controller, if any.

• 9 An indication of whether a foreign state has a direct or indirect ownership interest in the investor and, if so, the name of the state and the nature and extent of its interest in the investor.

• 10 An indication of whether the investor, a subsidiary of the investor, a member of the investor’s board of directors, the investor’s five highest-paid officers or a person or entity that owns 10% or more of the investor’s equity or voting interests owns any equity or voting interests in the Canadian business at the time of filing.

• 11 An indication of whether a foreign state owns a third or more of the investor’s voting interests and no other party has a controlling interest.

• 12 An indication of whether a foreign state owns a minority of the investor’s voting interests.

• 13 If a foreign state has an ownership interest or voting interests in the investor, an indication of whether a special veto or other decision-making right is attached to that interest.

• 14 An indication of whether a foreign state has the power to appoint members to the investor’s board of directors and, if so, the number of members the state has appointed and the total number they may appoint.

• 15 An indication of whether a foreign state has the power to appoint the investor’s Chief Executive Officer or other senior management officers.

• 16 An indication of whether a foreign state has authority under the law or instruments governing the investor to direct its strategic or operational decision-making.

Investment

• 17 Legal name of the vendor and legal name of the vendor’s ultimate controller, if any.

• 18 An indication of whether the investment is an acquisition of control of a Canadian business or the establishment of a new Canadian business.

• 19 Copy of the purchase and sale agreement or, if not available, a description of the principal terms and conditions, including the estimated total purchase price for the Canadian business and, if applicable, the estimated purchase price for all entities acquired.

• 20 Sources of funding for the investment.

• 21 Date of implementation of the investment.

Canadian business

• 22 Legal name of the Canadian business.

• 23 Business address of the Canadian business.

• 24 Brief description of the business activities that are or will be carried on by the Canadian business, including a description of the products that are or will be manufactured, sold or exported by the Canadian business, the services that are or will be provided and the codes that are assigned to the products and services by the North American Industry Classification System (NAICS) Canada, 2012, published by authority of the Minister responsible for Statistics Canada, as amended from time to time.

Acquisition of control of Canadian business

• 25 In the case of an acquisition of control of a Canadian business, the number of persons employed in connection with the Canadian business.

• 26 If the investor is not a WTO investor, a CUSMA investor or a trade agreement investor, an indication of whether immediately before the implementation of the investment the Canadian business was controlled by a WTO investor, a CUSMA investor or a trade agreement investor.

• 27 If the investor is a WTO investor, a CUSMA investor or a trade agreement investor or if immediately before the implementation of the investment the Canadian business was controlled by a WTO investor, a CUSMA investor or a trade agreement investor, an indication of whether the Canadian business is a cultural business as defined in subsection 14.1(6) of the Act.

• 28 If the Canadian business is, immediately before the implementation of the investment, controlled outside of Canada, the country of origin of the ultimate controller.

• 29 In the case of an investment that is referred to in section 11 of the Act to which section 3.1 or 3.6 of these Regulations applies,

  • (a) if only the assets that are used in carrying on a Canadian business are acquired or only control of an entity that carries on a Canadian business is acquired, the value of the aggregate of all assets acquired or of all assets of the entity that carries on the Canadian business, as the case may be, calculated in the manner described in section 3.1 of these Regulations; and

  • (b) if control of an entity that carries on a Canadian business and control of one or more other entities is acquired, directly or indirectly, the value — calculated in the manner described in section 3.1 of these Regulations — of the aggregate of

    • (i) all assets of the entity carrying on the Canadian business and of all other entities in Canada whose control is acquired, directly or indirectly, and

    • (ii) if control of a corporation incorporated outside Canada is acquired, directly or indirectly, all assets of all entities, both inside Canada and outside Canada, whose control is acquired in the same transaction.

• 30 In the case of an investment referred to in section 11 of the Act to which section 3.3 of these Regulations applies, the market capitalization of the acquired entity, its liabilities and its cash and cash equivalents, calculated in each case in the manner described in that section 3.3.

• 31 In the case of an investment referred to in section 11 of the Act to which section 3.4 of these Regulations applies, the total acquisition value of the acquired entity, its liabilities and its cash and cash equivalents, calculated in each case in the manner described in that section 3.4.

• 32 In the case of an investment referred to in section 11 of the Act to which section 3.5 of these Regulations applies, the total acquisition value of the Canadian business acquired, its liabilities and its cash and cash equivalents, calculated in each case in the manner described in that section 3.5.

Establishment of a new Canadian business

• 33 In the case of the establishment of a new Canadian business,

  • (a) the projected number of persons to be employed in connection with the new Canadian business at the end of the second full year of operation;

  • (b) the projected total amount to be invested in the new Canadian business during the first two full years of operation; and

  • (c) the projected level of sales or revenues of the new Canadian business during the second full year of operation.

Information concerning types of business activities related to cultural heritage or national identity

• 34 If the investment falls within any type of business activity set out in Schedule IV,

  • (a) the type of business activity;

  • (b) a description of the business activities carried on by the investor;

  • (c) a description of any business activity carried on by the investor’s ultimate controller, if any, that is similar to any type of business activity listed under paragraph (a);

  • (d) a description of any products that are or will be manufactured or sold and of any services that are or will be provided by the Canadian business; and

  • (e) in the case of an acquisition of control of a Canadian business, the vendor’s legal name and the legal name of the vendor’s ultimate controller, if any.