Marginal note:Regulations

14.2 The Governor in Council may make any regulations that the Governor in Council considers necessary for carrying out the purposes and provisions of section 14.1.

• Marginal note:Request for notice

  (3) If a non-Canadian makes a written request to the Minister for a notice referred to in paragraph (2)(a), the Minister shall, within 30 days after receiving all the information required for the Minister to decide whether the conditions described in that paragraph exist, advise the non-Canadian whether he or she will issue the notice or not.

• Marginal note:Additional information

  (3) The non-Canadian making the investment shall, within the time specified by the Director, provide any other information that the Director considers necessary.

Marginal note:Net benefit

• 21. (1) Subject to subsections (2) to (8) and sections 22 and 23, the Minister shall, within 45 days after the certified date referred to in subsection 18(1), send a notice to the applicant that the Minister, having taken into account any information, undertakings and representations referred to the Minister by the Director under section 19 and the relevant factors set out in section 20, is satisfied that the investment is likely to be of net benefit to Canada.

• Marginal note:Extension

  (2) Subject to subsection (3), if, before the expiry of the 45-day period referred to in subsection (1), a notice is sent under subsection 25.2(1) in respect of the investment, the period during which the Minister may send the notice referred to in subsection (1) is deemed to expire five days after the expiry of the prescribed period referred to in subsection 25.3(1).

• Marginal note:Extension

  (3) Subject to subsections (4) and (5), if, before the expiry of the 45-day period referred to in subsection (1), a notice is sent under subsection 25.2(1) in respect of the investment and if, in respect of the investment, an order is made under subsection 25.3(1), the period during which the Minister may send the notice referred to in subsection (1) is deemed to expire five days after the expiry of the prescribed period referred to in subsection 25.3(6) or the further period if one was agreed to under that subsection.

• Marginal note:Extension

  (4) If, before the expiry of the 45-day period referred to in subsection (1), a notice is sent under subsection 25.2(1) in respect of the investment and if, in respect of the investment, an order is made under subsection 25.3(1) and a notice is sent under paragraph 25.3(6)(b), the period during which the Minister may send the notice referred to in subsection (1) is deemed to expire five days after the day on which the notice under paragraph 25.3(6)(b) was sent.

• Marginal note:Extension

  (5) If, before the expiry of the 45-day period referred to in subsection (1), a notice is sent under subsection 25.2(1) in respect of the investment and if an order is made under subsection 25.3(1) in respect of the investment and the Minister refers the investment to the Governor in Council under paragraph 25.3(6)(a), the period during which the Minister may send the notice referred to in subsection (1) is deemed to expire five days after the expiry of the earlier of

  • (a) the day on which the Governor in Council takes any measure under subsection 25.4(1) in respect of the investment, and

  • (b) the day on which the prescribed period referred to in subsection 25.4(1) expires.

• Marginal note:Extension

  (6) Subject to subsections (7) and (8), if, before the expiry of the 45-day period referred to in subsection (1), an order is made under subsection 25.3(1) in respect of the investment, the period during which the Minister may send the notice referred to in subsection (1) is deemed to expire five days after the expiry of the prescribed period referred to in subsection 25.3(6) or the further period if one was agreed to under that subsection.

• Marginal note:Extension

  (7) If, before the expiry of the 45-day period referred to in subsection (1), an order is made under subsection 25.3(1) in respect of the investment and if, in respect of the investment, a notice is sent under paragraph 25.3(6)(b), the period during which the Minister may send the notice referred to in subsection (1) is deemed to expire five days after the day on which the notice under paragraph 25.3(6)(b) was sent.

• Marginal note:Extension

  (8) If, before the expiry of the 45-day period referred to in subsection (1), an order is made under subsection 25.3(1) in respect of the investment and if the Minister refers the investment to the Governor in Council under paragraph 25.3(6)(a), the period during which the Minister may send the notice referred to in subsection (1) is deemed to expire five days after the expiry of the earlier of

  • (a) the day on which the Governor in Council takes any measure under subsection 25.4(1) in respect of the investment, and

  • (b) the day on which the prescribed period referred to in subsection 25.4(1) expires.

• Marginal note:Minister deemed to be satisfied

  (9) Subject to sections 22 and 23, if the Minister does not send a notice under subsection (1) within the 45-day period referred to in that subsection or, if any of subsections (2) to (8) apply, within the five-day period referred to in that subsection, the Minister is deemed to be satisfied that the investment is likely to be of net benefit to Canada and shall send a notice to that effect to the applicant.

Marginal note:Extension

• 22. (1) If none of subsections 21(2) to (8) apply and the Minister is unable to complete the consideration of an investment within the 45-day period referred to in subsection 21(1), the Minister shall, within that period, send a notice to that effect to the applicant and the Minister shall, subject to subsection (3) within 30 days from the date of the sending of the notice or within any further period that may be agreed on by the applicant and the Minister, complete the consideration of the investment.

• Marginal note:Notice

  (2) Subject to subsection (3), if, within the 30-day period referred to in subsection (1) or any further period that is agreed on under that subsection, the Minister is satisfied that the investment is likely to be of net benefit to Canada, the Minister shall, within that period, send a notice to that effect to the applicant.

• Marginal note:Extension

  (3) Subsections 21(2) to (8) apply to this section as though the 45-day period referred to in those subsections were the 30-day period referred to in subsection (1) or the further period as is agreed on under that subsection.

• Marginal note:Minister deemed to be satisfied

  (4) Subject to section 23, if the Minister does not send a notice under subsection (2) within the period referred to in that subsection, or, if subsection (3) applies, within the five-day period referred to in whichever of subsections 21(2) to (8) applies to this section by reason of subsection (3), the Minister is deemed to be satisfied that the investment is likely to be of net benefit to Canada and shall send a notice to that effect to the applicant.

Marginal note:Notice of right to make representations and submit undertakings

• 23. (1) If the Minister is not satisfied, within the period provided for in section 21 or 22 to send the notice referred to in subsection 21(1), that an investment is likely to be of net benefit to Canada, the Minister shall send a notice to that effect to the applicant, advising the applicant of their right to make representations and submit undertakings within 30 days from the date of the notice or within any further period that may be agreed on by the applicant and the Minister.

• Marginal note:Representations and undertakings

  (2) If, after receipt of the notice referred to in subsection (1), the applicant advises the Minister that the applicant wishes to make representations or submit undertakings, the Minister shall afford the applicant a reasonable opportunity, within the 30-day period referred to in subsection (1), or within any agreed to further period, to make representations, in person or by a representative, and to give undertakings to Her Majesty in right of Canada, as the applicant sees fit.

• Marginal note:Net benefit

  (3) Within a reasonable time after the expiry of the period for making representations and submitting undertakings, the Minister shall, in the light of any such representations and undertakings and having regard to the matters to be taken into account under subsection 21(1), send a notice to the applicant

  • (a) that the Minister is satisfied that the investment is likely to be of net benefit to Canada; or

  • (b) confirming that the Minister is not satisfied that the investment is likely to be of net benefit to Canada.

Marginal note:Reasons

23.1 The Minister shall provide reasons for any decision made under paragraph 23(3)(b) and the Minister may provide reasons for any decision made under subsection 21(1) or 22(2) or paragraph 23(3)(a).

PART IV.1INVESTMENTS INJURIOUS TO NATIONAL SECURITY

Marginal note:Application

25.1 This Part applies in respect of an investment, implemented or proposed, by a non-Canadian

• (a) to establish a new Canadian business;

• (b) to acquire control of a Canadian business in any manner described in subsection 28(1); or

• (c) to acquire, in whole or in part, or to establish an entity carrying on all or any part of its operations in Canada if the entity has

  • (i) a place of operations in Canada,

  • (ii) an individual or individuals in Canada who are employed or self-employed in connection with the entity’s operations, or

  • (iii) assets in Canada used in carrying on the entity’s operations.

Marginal note:Notice

• 25.2 (1) If the Minister has reasonable grounds to believe that an investment by a non-Canadian could be injurious to national security, the Minister may, within the prescribed period, send to the non-Canadian a notice that an order for the review of the investment may be made under subsection 25.3(1).

• Marginal note:Condition for investment

  (2) If a non-Canadian has not implemented a proposed investment when they receive a notice under subsection (1), they shall not implement the investment unless they receive

  • (a) a notice under paragraph (4)(a) indicating that no order for the review of the investment will be made under subsection 25.3(1);

  • (b) a notice under paragraph 25.3(6)(b) indicating that no further action will be taken in respect of the investment; or

  • (c) a copy of an order made under section 25.4 authorizing the investment to be implemented.

• Marginal note:Requirement to provide information

  (3) The Minister may require the non-Canadian or any person or entity from which the Canadian business or the entity referred to in paragraph 25.1(c) is being acquired to provide, within the time and in the manner specified by the Minister, any prescribed information or any other information that the Minister considers necessary for the purposes of determining whether there are reasonable grounds to believe that an investment by a non-Canadian could be injurious to national security.

• Marginal note:Ministerial action

  (4) The Minister shall, within the prescribed period, send to the non-Canadian

  • (a) a notice indicating that no order for the review of the investment will be made under subsection 25.3(1); or

  • (b) a notice referred to in subsection 25.3(2) indicating that an order for the review of the investment has been made.

Marginal note:Reviewable investments

• 25.3 (1) An investment is reviewable under this Part if the Minister, after consultation with the Minister of Public Safety and Emergency Preparedness, considers that the investment could be injurious to national security and the Governor in Council, on the recommendation of the Minister, makes an order within the prescribed period for the review of the investment.

• Marginal note:Notice

  (2) The Minister shall, without delay after the order has been made, send to the non-Canadian making the investment and to any person or entity from which the Canadian business or the entity referred to in paragraph 25.1(c) is being acquired, a notice indicating that an order for the review of the investment has been made and advising them of their right to make representations to the Minister.

• Marginal note:Condition for investment

  (3) If a non-Canadian has not implemented a proposed investment when they receive a notice under subsection (2), they shall not implement the investment unless they receive

  • (a) a notice under paragraph (6)(b) indicating that no further action will be taken in respect of the investment; or

  • (b) a copy of an order made under section 25.4 authorizing the investment to be implemented.

• Marginal note:Representations

  (4) If, after receipt of the notice referred to in subsection (2), the non-Canadian or other person or entity advises the Minister that they wish to make representations, the Minister shall afford them a reasonable opportunity to make representations in person or by a representative.

• Marginal note:Requirement to provide information

  (5) The Minister may require the non-Canadian or other person or entity to provide, within the time and in the manner specified by the Minister, any prescribed information or any other information that the Minister considers necessary for the purposes of the review.

• Marginal note:Ministerial action

  (6) After consultation with the Minister of Public Safety and Emergency Preparedness, the Minister shall, within the prescribed period, or any further period that is agreed on by the Minister and the non-Canadian,

  • (a) refer the investment under review to the Governor in Council, together with a report of the Minister’s findings and recommendations on the review, if

    • (i) the Minister is satisfied that the investment would be injurious to national security, or

    • (ii) on the basis of the information available, the Minister is not able to determine whether the investment would be injurious to national security; or

  • (b) send to the non-Canadian a notice indicating that no further action will be taken in respect of the investment if the Minister is satisfied that the investment would not be injurious to national security.

Marginal note:Powers of Governor in Council

• 25.4 (1) On the referral of an investment under paragraph 25.3(6)(a), the Governor in Council may, by order, within the prescribed period, take any measures in respect of the investment that the Governor in Council considers advisable to protect national security, including

  • (a) directing the non-Canadian not to implement the investment;

  • (b) authorizing the investment on condition that the non-Canadian

    • (i) give any written undertakings to Her Majesty in right of Canada relating to the investment that the Governor in Council considers necessary in the circumstances, or

    • (ii) implement the investment on the terms and conditions contained in the order; or

  • (c) requiring the non-Canadian to divest themselves of control of the Canadian business or of their investment in the entity.

• Marginal note:Copy of order

  (2) The Minister shall send a copy of the order to the non-Canadian or other person or entity to which it is directed without delay after it has been made.

• Marginal note:Requirement to comply with order

  (3) The non-Canadian or other person or entity to which the order is directed shall comply with the order.

• Marginal note:Statutory Instruments Act does not apply

  (4) The Statutory Instruments Act does not apply in respect of the order.

Marginal note:Information for determination

25.5 Non-Canadians or other persons or entities that are subject to an order made under section 25.4 shall submit any information in their possession relating to the investment that is required from time to time by the Director in order to permit the Director to determine whether they are complying with the order.

Marginal note:Decisions and orders are final

25.6 Decisions and orders of the Governor in Council, and decisions of the Minister, under this Part are final and binding and, except for judicial review under the Federal Courts Act, are not subject to appeal or to review by any court.