A review requirement under the Investment Canada Act applies to acquisitions of large Canadian businesses by foreign investors. For private investors from WTO member countries, the review threshold is $1.043 billion in enterprise value for 2021. For investors that are state-owned enterprises from WTO member countries, the review threshold is $415 million in asset value for 2021. Indirect acquisitions of Canadian businesses by WTO investors, including by state-owned investors are not reviewable, but are nonetheless subject to notification. However, this exception does not apply to cultural businesses, which are always subject to review. The review threshold for investors who are from non-WTO member countries is $5 million in asset value for direct acquisitions of Canadian businesses and $50 million in asset value for indirect acquisitions. For all non-Canadian investors, acquisitions of Canadian cultural businesses are also reviewable at these lower thresholds ($5 million and $50 million in asset value). The thresholds for direct acquisitions of non-cultural Canadian businesses by WTO members is also automatically adjusted annually according to a formula in the Act to reflect changes in GDP. 

Implementing a reviewable foreign investment is prohibited unless the investment has been reviewed and the Minister is satisfied or is deemed to be satisfied that the investment is likely to be of net benefit to Canada. In the assessment of whether the investment is likely to be of net benefit, the following factors are taken into account: (a) the effect of the investment on the level and nature of economic activity in Canada, including, without limiting the generality of the foregoing, the effect on employment, on resource processing, on the utilization of parts, components and services produced in Canada and on exports from Canada; (b) the degree and significance of participation by Canadians in the Canadian business or new Canadian business and in any industry or industries in Canada of which the Canadian business or new Canadian business forms or would form a part; (c) the effect of the investment on productivity, industrial efficiency, technological development, product innovation and product variety in Canada; (d) the effect of the investment on competition within any industry or industries in Canada; (e) the compatibility of the investment with national industrial, economic and cultural policies, taking into consideration industrial, economic and cultural policy objectives enunciated by the government or legislature of any province likely to be significantly affected by the investment; and (f) the contribution of the investment to Canada’s ability to compete in world markets.

On 18 April 2020, the Canadian Government published a Policy Statement on Foreign Investment Review and COVID-19 that announces “enhanced scrutiny” of “foreign direct investments of any value, controlling or non-controlling, in Canadian businesses that are related to public health or involved in the supply of critical goods and services to Canadians or to the Government”. This measure was taken, according to the Canadian government in response to “opportunistic investment behaviour” caused by declines in valuations of Canadian businesses as well as by investment of state-owned enterprises that “may be motivated by non-commercial imperatives that could harm Canada’s economic or national security interests, a risk that is amplified in the current context”. The approach is temporary until the economy has recovered from the fallout of the COVID-19 pandemic.
"Definitions
3 In this Act, [...]
Canadian means
(a) a Canadian citizen,
(b) a permanent resident within the meaning of subsection 2(1) of the Immigration and Refugee Protection Act who has been ordinarily resident in Canada for not more than one year after the time at which he or she first became eligible to apply for Canadian citizenship,
(c) a Canadian government, whether federal, provincial or local, or an agency thereof, or
(d) an entity that is Canadian-controlled, as determined under subsection 26(1) or (2) and in respect of which there has been no determination made under any of subsections 26(2.1), (2.11) and (2.31) or declaration made under subsection 26(2.2) or (2.32); (Canadien)
Canadian business means a business carried on in Canada that has
(a) a place of business in Canada,
(b) an individual or individuals in Canada who are employed or self-employed in connection with the business, and
(c) assets in Canada used in carrying on the business; (entreprise canadienne)
[...]
new Canadian business, in relation to a non-Canadian, means a business that is not already being carried on in Canada by the non-Canadian and that, at the time of its establishment,
(a) is unrelated to any other business being carried on in Canada by that non-Canadian, or
(b) is related to another business being carried on in Canada by that non-Canadian but falls within a prescribed specific type of business activity that, in the opinion of the Governor in Council, is related to Canada’s cultural heritage or national identity; (nouvelle entreprise canadienne)
[...]
PART II - Exemptions
Exempt transactions
10 (1) This Act, other than Part IV.1, does not apply in respect of
(a) the acquisition of voting shares or other voting interests by any person in the ordinary course of that person’s business as a trader or dealer in securities;
(b) the acquisition of voting interests by any person in the ordinary course of a business carried on by that person that consists of providing, in Canada, venture capital on terms and conditions not inconsistent with such terms and conditions as may be fixed by the Minister;
(c) the acquisition of control of a Canadian business in connection with the realization of security granted for a loan or other financial assistance and not for any purpose related to the provisions of this Act, if the acquisition is subject to approval under the Bank Act, the Cooperative Credit Associations Act, the Insurance Companies Act or the Trust and Loan Companies Act;
(d) the acquisition of control of a Canadian business for the purpose of facilitating its financing and not for any purpose related to the provisions of this Act on the condition that the acquirer divest himself of control within two years after it is acquired or within such longer period as is approved by the Minister;
(e) the acquisition of control of a Canadian business by reason of an amalgamation, a merger, a consolidation or a corporate reorganization following which the ultimate direct or indirect control in fact of the Canadian business, through the ownership of voting interests, remains unchanged;
(f) the acquisition of control of a Canadian business carried on by an agent of Her Majesty in right of Canada or a province or by a Crown corporation within the meaning of the Financial Administration Act;
(g) the acquisition of control of a Canadian business carried on by a corporation the taxable income of which is exempt from tax under Part I of the Income Tax Act by virtue of paragraph 149(1)(d) of that Act;
(h) any transaction to which Part XII.01 of the Bank Act applies;
(i) the involuntary acquisition of control of a Canadian business on the devolution of an estate or by operation of law;
(j) the acquisition of control of a Canadian business by
(i) an insurance company incorporated in Canada that is a company or a provincial company to which the Insurance Companies Act applies, on the condition that the gross investment revenue of the company from the Canadian business is included in computing the income of the company under subsection 138(9) of the Income Tax Act,
(ii) a foreign entity that has been approved by order of the Superintendent of Financial Institutions under Part XIII of the Insurance Companies Act to insure in Canada risks, on the condition that the gross investment revenue of the company from the Canadian business is included in computing the income of the company under subsection 138(9) of the Income Tax Act and the voting interests of the entity carrying on the Canadian business, or the assets used in carrying on the Canadian business, are vested in trust under that Part, or
(iii) a corporation incorporated in Canada, all the issued voting shares of which, other than the qualifying voting shares of directors, are owned by an insurance company described in subparagraph (i), a foreign entity described in subparagraph (ii) or by a corporation controlled directly or indirectly through the ownership of voting shares by such an insurance company or foreign entity, on the condition that, in the case of a foreign entity described in subparagraph (ii), the voting interests of the entity carrying on the Canadian business, or the assets used in carrying on the Canadian business, are vested in trust under Part XIII of the Insurance Companies Act; and
(k) the acquisition of control of a Canadian business the revenue of which is generated from farming carried out on the real property acquired in the same transaction.
Exempt transactions — Part IV
(1.1) Part IV does not apply in respect of the acquisition of control of a Canadian business in connection with the realization of security granted for a loan or other financial assistance and not for any purpose related to the provisions of this Act, if the acquisition is not subject to approval under the Bank Act, the Cooperative Credit Associations Act, the Insurance Companies Act or the Trust and Loan Companies Act.
[...]
PART III - Notification
Investments subject to notification
11 The following investments by non-Canadians are subject to notification under this Part:
(a) an investment to establish a new Canadian business; and
(b) an investment to acquire control of a Canadian business in any manner described in subsection 28(1), unless the investment is reviewable pursuant to section 14.
[...]
PART IV - Review
Reviewable investments
14 (1) The following investments by non-Canadians are reviewable under this Part:
(a) an investment to acquire control of a Canadian business in any manner described in paragraph 28(1)(a), (b) or (c), where the limits set out in subsection (3) apply;
(b) an investment to acquire control of a Canadian business in the manner described in subparagraph 28(1)(d)(i), where the limits set out in subsection (3) apply;
(c) an investment to acquire control of a Canadian business in the manner described in subparagraph 28(1)(d)(ii), where the circumstances described in subsection (2) and the limits set out in subsection (3) apply; and
(d) an investment to acquire control of a Canadian business in the manner described in subparagraph 28(1)(d)(ii), where the circumstances described in subsection (2) do not apply and the limits set out in subsection (4) apply.
Circumstances
(2) The circumstances referred to in paragraphs (1)(c) and (d) are that the value, calculated in the manner prescribed, of the assets of the entity carrying on the Canadian business, and of all other entities in Canada, the control of which is acquired, directly or indirectly, amounts to more than fifty per cent of the value, calculated in the manner prescribed, of the assets of all entities the control of which is acquired, directly or indirectly, in the transaction of which the acquisition of control of the Canadian business forms a part.
Limits
(3) An investment described in paragraph (1)(a), (b) or (c) is reviewable under this Part where the value, calculated in the manner prescribed, of
(a) the assets acquired, in the case where control of a Canadian business is acquired in the manner described in paragraph 28(1)(c), or
(b) the assets of the entity carrying on the Canadian business, and of all other entities in Canada, the control of which is acquired, directly or indirectly, in the case where control of a Canadian business is acquired in the manner described in paragraph 28(1)(a), (b) or (d),
is five million dollars or more.
(4) An investment described in paragraph (1)(d) is reviewable under this Part where the value, calculated in the manner prescribed, of the assets of the entity carrying on the Canadian business, and of all other entities in Canada, the control of which is acquired, directly or indirectly, is fifty million dollars or more.
Limits for WTO investors
14.1 (1) Despite the limits set out in subsection 14(3), but subject to subsection (1.1), an investment described in paragraph 14(1)(a) or (b) by a WTO investor or — if the Canadian business that is the subject of the investment is, immediately prior to the implementation of the investment, controlled by a WTO investor — by a non-Canadian, other than a WTO investor, is reviewable under section 14 only if the enterprise value, calculated in the manner prescribed, of the assets described in paragraph 14(3)(a) or (b), as the case may be, is equal to or greater than,
(a) to (c) [Repealed, 2017, c. 20, s. 192]
(d) for an investment implemented at any time in the period that begins on the day on which this paragraph comes into force and that ends on December 31 of the following year, $1,000,000,000; and
(e) for an investment implemented at any time in the year that begins after the period referred to in paragraph (d), or in any subsequent year, the amount determined under subsection (2).
[...]
Amount
(2) The amount for any year for the purposes of paragraph (1)(e) and subsection (1.1) shall be determined by the Minister in January of that year by rounding off to the nearest million dollars the amount arrived at by using the following formula:
(Current Nominal GDP at Market Prices / Previous Year Nominal) × amount determined for previous year
where
“Current Nominal GDP at Market Prices” means the average of the Nominal Gross Domestic Products at market prices for the most recent four consecutive quarters; and
“Previous Year Nominal GDP at Market Prices” means the average of the Nominal Gross Domestic Products at market prices for the four consecutive quarters for the comparable period in the year preceding the year used in calculating the Current Nominal GDP at Market Prices.
[...]
Investments not reviewable
(4) Despite paragraphs 14(1)(c) and (d), an investment described in either paragraph that is implemented after this subsection comes into force is not reviewable under section 14 if it is made by
(a) a WTO investor; or
(b) a non-Canadian, other than a WTO investor, if the Canadian business that is the subject of the investment is, immediately prior to the implementation of the investment, controlled by a WTO investor.
[...]
Exception
(5) This section does not apply in respect of an investment to acquire control of a Canadian business that is a cultural business.
Definitions
(6) In this section and section 14.2,
[...]
cultural business means a Canadian business that carries on any of the following activities, namely,
(a) the publication, distribution or sale of books, magazines, periodicals or newspapers in print or machine readable form, other than the sole activity of printing or typesetting of books, magazines, periodicals or newspapers,
(b) the production, distribution, sale or exhibition of film or video recordings,
(c) the production, distribution, sale or exhibition of audio or video music recordings,
(d) the publication, distribution or sale of music in print or machine readable form, or
(e) radio communication in which the transmissions are intended for direct reception by the general public, any radio, television and cable television broadcasting undertakings and any satellite programming and broadcast network services; (entreprise culturelle)
[...]
Limits for trade agreement investors — paragraph 14(1)(a) or (b)
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
(a) for an investment implemented at any time in the period that begins on the day on which this paragraph comes into force and that ends on December 31 of the following calendar year, $1,500,000,000, and
(b) for an investment implemented in any subsequent calendar year, the amount determined in respect of that calendar year under subsection (3).
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):
(a) a trade agreement investor that is neither a WTO investor as defined in subsection 14.1(6) nor a state-owned enterprise; or
(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.
Amount
(3) The amount for any year for the purposes of paragraph (1)(b) shall be determined by the Minister in January of that year by rounding off to the nearest million dollars the amount arrived at by using the following formula:
(Current Nominal GDP at Market Prices / Previous Year Nominal GDP at Market Prices) × amount determined for previous year
where
(a) the Current Nominal GDP at Market Prices is the average of the Nominal Gross Domestic Products at market prices for the most recent four consecutive quarters; and
(b) the Previous Year Nominal GDP at Market Prices is the average of the Nominal Gross Domestic Products at market prices for the four consecutive quarters for the comparable period in the year preceding the year used in calculating the Current Nominal GDP at Market Prices.
[...]
Exception
(5) This section does not apply in respect of an investment to acquire control of a Canadian business that is a cultural business, as defined in subsection 14.1(6).
[...]
Other reviewable investments
15 An investment subject to notification under Part III that would not otherwise be reviewable is reviewable under this Part if
(a) it falls within a prescribed specific type of business activity that, in the opinion of the Governor in Council, is related to Canada’s cultural heritage or national identity; and
(b) within twenty-one days after the certified date referred to in paragraph 13(1)(a)
(i) the Governor in Council, where the Governor in Council considers it in the public interest on the recommendation of the Minister, issues an order for the review of the investment, and
(ii) the Director sends the non-Canadian making the investment a notice for review.
Prohibition
16 (1) A non-Canadian shall not implement an investment reviewable under this Part unless the investment has been reviewed under this Part and the Minister is satisfied or is deemed to be satisfied that the investment is likely to be of net benefit to Canada.
Exceptions
(2) Subsection (1) does not apply
(a) where the Minister has sent a notice to a non-Canadian making an investment to the effect that the Minister is satisfied that a delay in implementing the investment would result in undue hardship to the non-Canadian or would jeopardize the operations of the Canadian business that is the subject of the investment;
(b) to an investment made through an acquisition referred to in subparagraph 28(1)(d)(ii); or
(c) to an investment reviewable pursuant to section 15.
[...]
Factors
20 For the purposes of section 21, the factors to be taken into account, where relevant, are
(a) the effect of the investment on the level and nature of economic activity in Canada, including, without limiting the generality of the foregoing, the effect on employment, on resource processing, on the utilization of parts, components and services produced in Canada and on exports from Canada;
(b) the degree and significance of participation by Canadians in the Canadian business or new Canadian business and in any industry or industries in Canada of which the Canadian business or new Canadian business forms or would form a part;
(c) the effect of the investment on productivity, industrial efficiency, technological development, product innovation and product variety in Canada;
(d) the effect of the investment on competition within any industry or industries in Canada;
(e) the compatibility of the investment with national industrial, economic and cultural policies, taking into consideration industrial, economic and cultural policy objectives enunciated by the government or legislature of any province likely to be significantly affected by the investment; and
(f) the contribution of the investment to Canada’s ability to compete in world markets.
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.
[...]
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. [...]
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.
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.
[...]
PART V - Rules and Presumptions
Manner of acquiring control
28 (1) For the purposes of this Act, a non-Canadian acquires control of a Canadian business only by
(a) the acquisition of voting shares of a corporation incorporated in Canada carrying on the Canadian business;
(b) the acquisition of voting interests of an entity that
(i) is carrying on the Canadian business, or
(ii) controls, directly or indirectly, another entity carrying on the Canadian business,
where there is no acquisition of control of any corporation;
(c) the acquisition of all or substantially all of the assets used in carrying on the Canadian business; or
(d) the acquisition of voting interests of an entity that controls, directly or indirectly, an entity in Canada carrying on the Canadian business, where
(i) there is no acquisition of control, directly or indirectly, of a corporation incorporated elsewhere than in Canada that controls, directly or indirectly, an entity in Canada carrying on the Canadian business, or
(ii) there is an acquisition of control described in subparagraph (i).
Rules and presumptions respecting control of entities
(2) Subject to subsections (4) to (5), (6.1) and (6.2), for the purposes of this Act,
(a) where one entity controls another entity, it is deemed to control indirectly any entity or entities controlled directly or indirectly by that other entity;
(b) an entity controls another entity directly
(i) where the controlling entity owns a majority of the voting interests of the other entity, or
(ii) where the other entity is a corporation and the controlling entity owns less than a majority of the voting shares of the corporation but controls the corporation in fact through the ownership of one-third or more of its voting shares;
(c) entities that are controlled, directly or indirectly, by the same entity are deemed to be associated with each other, with any other entities controlled by any one or combination of them and with the entity or entities that control them; and
(d) where entities that are associated pursuant to paragraph (c) own voting interests of the same entity, the associated entities may be treated as one entity for the purposes of establishing direct or indirect control of the entity in which they own voting interests.
Presumptions respecting acquisition of control
(3) Subject to subsections (4) to (5), (6.1) and (6.2), for the purposes of this Act,
(a) the acquisition of a majority of the voting interests of an entity or of a majority of the undivided ownership interests in the voting shares of an entity that is a corporation is deemed to be acquisition of control of that entity;
(b) the acquisition of less than a majority of the voting interests of an entity other than a corporation is deemed not to be acquisition of control of that entity;
(c) the acquisition of less than a majority but one-third or more of the voting shares of a corporation or of an equivalent undivided ownership interest in the voting shares of the corporation is presumed to be acquisition of control of that corporation unless it can be established that, on the acquisition, the corporation is not controlled in fact by the acquirer through the ownership of voting shares; and
(d) the acquisition of less than one-third of the voting shares of a corporation or of an equivalent undivided ownership interest in the voting shares of the corporation is deemed not to be acquisition of control of that corporation."
(Investment Canada Act (R.S.C., 1985, c. 28 (1st Supp.)), last amended on 2021-04-01, Sections 3, 10, 11, 14, 14.1, 14.11, 15, 16, 20, 21, 23, 24, 25.1, 25.3, 25.4 and 28)
Investment Canada Act (R.S.C., 1985, c. 28 (1st Supp.)), last amended on 2021-04-01, Sections 3, 10, 11, 14, 14.1, 14.11, 15, 16, 20, 21, 23, 24, 25.1, 25.3, 25.4 and 28
Government of Canada, Policy Statement on Foreign Investment Review and COVID-19 (18 April 2020, modified 19 April 2020)
Time Limits and Other Periods Act (COVID-19) (S.C. 2020, c. 11, s. 11), in force from 27 July 2020
Order Respecting Time Limits and Other Periods Established By or Under Certain Acts and Regulations for which the Minister of Industry is Responsible (COVID-19) (S.C. 2020, c. 11, s. 11), of 31 July 2020
[<a href="https://laws-lois.justice.gc.ca/eng/acts/I-21.8/index.html">Act</a>],[<a href="https://www.ic.gc.ca/eic/site/ica-lic.nsf/eng/lk81224.html">Policy</a>],[<a href="https://laws.justice.gc.ca/eng/acts/T-11.1/page-1.html">Act</a>],[<a href="http://www.ic.gc.ca/eic/site/693.nsf/eng/h_00184.html">Order</a>]