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National Security Review of Investments Regulations (SOR/2009-271)

Regulations are current to 2024-02-06 and last amended on 2022-08-02. Previous Versions

National Security Review of Investments Regulations

SOR/2009-271

INVESTMENT CANADA ACT

Registration 2009-09-17

National Security Review of Investments Regulations

P.C. 2009-1596 2009-09-17

Her Excellency the Governor General in Council, on the recommendation of the Minister of Industry and the Minister of Canadian Heritage, pursuant to subsections 35(1) and (1.1)Footnote a of the Investment Canada ActFootnote b, hereby makes the annexed National Security Review of Investments Regulations.

Interpretation

Definition of Act

 In these Regulations, Act means the Investment Canada Act.

Prescribed Periods

Marginal note:Minister’s notice

 For the purposes of subsection 25.2(1) of the Act, the prescribed period is

  • (a) in respect of an investment referred to in section 11 of the Act, the period beginning on the day on which the investment first comes to the Minister’s attention and ending 45 days after the certified date referred to in subsection 13(1) of the Act;

  • (b) in respect of an investment referred to in section 14 of the Act, the period beginning on the day on which the investment first comes to the Minister’s attention and ending 45 days after the certified date referred to in subsection 18(1) of the Act; and

  • (c) in respect of an investment referred to in paragraph 25.1(c) of the Act, the period beginning on the day on which the investment first comes to the Minister’s attention and ending on the earlier of

    • (i) 45 days after the day on which the required information set out in the schedule, or reasons for the inability to provide any part of the required information, has been received by the Minister, as certified by the Minister, and

    • (ii) 5 years after the day on which the investment is implemented.

Marginal note:No order for review

 For the purposes of paragraph 25.2(4)(a) of the Act, the prescribed period is the period beginning on the day on which the period referred to in section 4 expires and ending five days after that day.

Marginal note:Order for review

 For the purposes of subsection 25.3(1) of the Act, the prescribed period is

  • (a) if the Minister sends a notice referred to in subsection 25.2(1) of the Act to the non-Canadian, the period beginning on the day on which the notice is sent and ending 45 days after that day; or

  • (b) if the Minister does not send a notice referred to in subsection 25.2(1) of the Act to the non-Canadian

    • (i) in respect of an investment referred to in section 11 of the Act, the period beginning on the day on which the investment first comes to the Minister’s attention and ending 45 days after the certified date referred to in subsection 13(1) of the Act,

    • (ii) in respect of an investment referred to in section 14 of the Act, the period beginning on the day on which the investment first comes to the Minister’s attention and ending 45 days after the certified date referred to in subsection 18(1) of the Act, and

    • (iii) in respect of an investment referred to in paragraph 25.1(c) of the Act, the period beginning on the day on which the investment first comes to the Minister’s attention and ending on the earlier of

      • (A) 45 days after the day on which the required information set out in the schedule, or reasons for the inability to provide any part of the required information, has been received by the Minister, as certified by the Minister, and

      • (B) 5 years after the day on which the investment is implemented.

Marginal note:Ministerial action

 For the purposes of subsection 25.3(6) of the Act, the prescribed period is the period beginning on the day on which the order for review under subsection 25.3(1) of the Act is made by the Governor in Council and ending 45 days after that day.

Marginal note:Extension

 For the purposes of subsection 25.3(7) of the Act, the prescribed period is the period beginning on the day on which the notice is sent to the non-Canadian and ending 45 days after that day.

  • SOR/2015-65, s. 2

Marginal note:Governor in Council order

 For the purposes of subsection 25.4(1) of the Act, the prescribed period is the period beginning on the day on which the investment is referred to the Governor in Council by the Minister and ending 20 days after that day.

  • SOR/2015-65, s. 2

Prescribed Investigative Bodies and Classes of Investigative Bodies

Marginal note:Investigative bodies

 For the purposes of subsection 36(3.1) of the Act, the following are prescribed investigative bodies or classes of investigative bodies:

  • (a) Department of Industry;

  • (b) Department of Canadian Heritage;

  • (c) Department of Public Safety and Emergency Preparedness;

  • (d) Canadian Security Intelligence Service;

  • (e) Royal Canadian Mounted Police;

  • (f) Canada Border Services Agency;

  • (g) Communications Security Establishment;

  • (h) Department of National Defence;

  • (i) Department of Foreign Affairs and International Trade;

  • (j) Department of Justice;

  • (k) Department of Natural Resources;

  • (l) Department of Transport;

  • (m) Canada Revenue Agency;

  • (n) Privy Council Office;

  • (o) Department of Public Works and Government Services;

  • (p) Public Health Agency of Canada;

  • (q) Department of Health;

  • (r) Department of Citizenship and Immigration;

  • (s) Department of Finance; and

  • (t) all provincial, regional and municipal police forces.

  • SOR/2015-65, s. 3

Transitional Provisions

Marginal note:Minister’s notice

  •  (1) For the purposes of subsection 25.2(1) of the Act, the prescribed period is the period beginning on the day on which these Regulations come into force and ending 60 days after that day if

    • (a) the certified date respecting an investment referred to in paragraph 2(a) falls within the period beginning on March 12, 2009 and ending on the day on which these Regulations come into force;

    • (b) the certified date respecting an investment referred to in paragraph 2(b) falls within the period beginning on February 6, 2009 and ending on the day on which these Regulations come into force; or

    • (c) the day on which an investment referred to in paragraph 2(c) is implemented falls within the period beginning on March 12, 2009 and ending on the day on which these Regulations come into force.

  • Marginal note:Governor in Council review

    (2) For the purposes of subsection 25.3(1) of the Act, if the Minister does not send a notice under subsection 25.2(1) of the Act, the prescribed period is the period beginning on the day on which these Regulations come into force and ending 60 days after that day if

    • (a) the certified date respecting an investment referred to in subparagraph 4(b)(i) falls within the period beginning on March 12, 2009 and ending on the day on which these Regulations come into force;

    • (b) the certified date respecting an investment referred to in subparagraph 4(b)(ii) falls within the period beginning on February 6, 2009 and ending on the day on which these Regulations come into force; or

    • (c) the day on which an investment referred to in subparagraph 4(b)(iii) is implemented falls within the period beginning on March 12, 2009 and ending on the day on which these Regulations come into force.

Coming into Force

Marginal note:Registration

 These Regulations come into force on the day on which they are registered.

SCHEDULE(Subparagraph 2(c)(i) and clause 4(b)(iii)(A))Information Required for Investments Referred to in Paragraph 25.1(c) of the Act

Information About Investor

  • 1 The legal name of the investor.

  • 2 The 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 The 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 individual mentioned in that item, excluding in each case any address that is a post office box.

  • 4 The telephone 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 The legal name and address of the investor’s ultimate controller, if any, and the manner in which control is exercised.

  • 6 A description of the business activities carried on by the investor and by its ultimate controller, if any.

  • 7 An indication of whether, prior to the implementation of the investment, the investor, a subsidiary of the investor, a member of the investor’s board of directors, the investor’s five highest-paid officers or any person or entity that owns 10% or more of the investor’s equity or voting interests owns or owned any equity or voting interests in the entity referred to in paragraph 25.1(c) of the Act.

  • 8 An indication of whether the investor has the power to appoint members to the board of directors of the entity referred to in paragraph 25.1(c) of the Act and, if so, the total number of members the investor may appoint.

  • 9 An indication of whether the investor has the power to appoint the chief executive officer or other senior management officers of the entity referred to in paragraph 25.1(c) of the Act.

  • 10 An indication of whether the investor has authority under the law or instruments governing the entity referred to in paragraph 25.1(c) of the Act to direct its strategic or operational decision-making.

  • 11 The country of origin of the investor’s ultimate controller, if any.

  • 12 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.

  • 13 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.

  • 14 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.

  • 15 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.

  • 16 An indication of whether a foreign state has the power to appoint the investor’s chief executive officer or other senior management officers.

  • 17 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.

Information About Vendor

  • 18 The legal name of the vendor and the legal name of the vendor’s ultimate controller, if any.

Information About Investment

  • 19 An indication of whether the investment is either an acquisition, in whole or in part, or the establishment of an entity, carrying on all or any part of its operations in Canada as set out in paragraph 25.1(c) of the Act.

  • 20 In the case of an acquisition of an entity, in whole or in part,

    • (a) a description of the acquisition, including a description of the assets, ownership interests or rights being acquired;

    • (b) a copy of the agreement of purchase and sale or, if not available, a description of the principal terms and conditions of the investment; and

    • (c) the consideration payable for the acquisition of the entity.

  • 21 In the case of the establishment of an entity,

    • (a) the nature of the investor’s ownership interest;

    • (b) a brief description of its operations;

    • (c) the projected number of persons to be employed in Canada in connection with the entity at the end of the second full year of operation;

    • (d) the projected total amount to be invested in the entity in Canada during the first two full years of operation; and

    • (e) the projected level of sales or revenue, if any, of the entity in Canada during the second full year of operation.

  • 22 The sources of funding for the investment.

  • 23 The date of implementation of the investment.

Information About Entity

  • 24 The legal name of the entity, if applicable.

  • 25 The business address of the entity, if applicable.

  • 26 A brief description of the operations that are or will be carried on by the entity, including a description of the products that are or will be manufactured, sold or exported, as well as the services that are or will be provided by the entity and the codes that are assigned to the products and services by the North American Industry Classification System (NAICS) Canada 2017, published by the Minister responsible for Statistics Canada, as amended from time to time.


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