Under the Investment Canada Act (“ICA”), non-Canadians who acquire control of a Canadian business that exceeds the applicable prescribed thresholds must submit an application for review and obtain Ministerial approval for the acquisition on the basis that the investment is of net benefit to Canada.
These prescribed net benefit review thresholds are based on the status of the foreign investor and are adjusted annually based on changes to Canada’s nominal gross domestic product. These thresholds for 2025 were published in the Canada Gazette on January 11, 2025.
For 2025, the net benefit review thresholds are as follows for direct acquisitions of non-cultural businesses:
- Trade Agreement Investor (investors from countries with whom Canada has a trade agreement) that is not a state-owned enterprise (“SOE”): $2.079 billion or more in enterprise value.
- WTO Investor (investors from World Trade Organization member countries) that is not an SOE: $1.386 billion or more in enterprise value.
- WTO investor that is an SOE: $551 million or more in asset value.
The review threshold for direct acquisitions of cultural businesses by non-Canadians has not changed and remains at $5 million in asset value.
If you have any questions, you can reach out to any member of Fasken’s Competition, Marketing & Foreign Investment group. Our group has significant experience advising clients on all aspects of Canadian foreign investment law.
The information and guidance provided in this blog post do not constitute legal advice and should not be relied on as such. If legal advice is required, please contact a member of Fasken’s Competition, Marketing & Foreign Investment group.
