task6_model_deployment/assets/C-34_4.txt

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First Session, Forty-fourth Parliament,
70-71 Elizabeth II – 1-2 Charles III, 2021-2022-2023-2024
STATUTES OF CANADA 2024
CHAPTER 4
An Act to amend the Investment Canada Act
ASSENTED TO
MARCH 22, 2024
BILL C-34

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SUMMARY
This enactment amends the Investment Canada Act to, among
other things,
(a) require notice of certain investments to be given prior to
their implementation;
(b) authorize the Minister of Industry, after consultation with
the Minister of Public Safety and Emergency Preparedness, to
impose interim conditions in respect of investments in order
to prevent injury to national security that could arise during
the review;
(c) require, in certain cases, the Minister of Industry to make
an order for the further review of investments under Part IV.1;
(d) allow written undertakings to be submitted to the Minis-
ter of Industry to address risks of injury to national security
and allow that Minister, with the concurrence of the Minister
of Public Safety and Emergency Preparedness, to complete
consideration of an investment because of the undertakings;
(e) introduce rules for the protection of information in the
course of judicial review proceedings in relation to decisions
and orders under Part IV.1;
(f) authorize the Minister of Industry to disclose information
that is otherwise privileged under the Act to foreign states for
the purposes of foreign investment reviews;
(g) establish a penalty not exceeding the greater of $500,000
and any prescribed amount, for failure to give notice of, or
file applications with respect to, certain investments; and
(h) increase the penalty for other contraventions of the Act or
the regulations to the greater of $25,000 and any prescribed
amount for each day of the contravention.
Available on the House of Commons website at the following address:
www.ourcommons.ca
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70-71 ELIZABETH II – 1-2 CHARLES III
CHAPTER 4
An Act to amend the Investment Canada Act
[Assented to 22nd March, 2024]
His Majesty, by and with the advice and consent of
the Senate and House of Commons of Canada,
enacts as follows:
Alternative Title
Alternative title
1 This Act may be cited as the National Security Review
of Investments Modernization Act.
R.S., c. 28 (1st Supp.)
Investment Canada Act
2 (1) Section 11 of the Investment Canada Act is
amended by striking out “and” at the end of para-
graph (a), by adding “and” at the end of para-
graph (b) and by adding the following after para-
graph (b):
(c) an investment to acquire, in whole or in part, an
entity carrying on all or any part of its operations in
Canada and that has a place of operations in Canada,
an individual or individuals in Canada who are em-
ployed or self-employed in connection with the enti-
ty’s operations or assets in Canada used in carrying on
the entity’s operations, if
(i) the entity carries on a prescribed business activ-
ity,
(ii) the non-Canadian could, as a result of the in-
vestment, have access to, or direct the use of, mate-
rial non-public technical information or material
assets, and
(iii) the non-Canadian would have, as a result of
the investment,
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(A) the power to appoint or nominate any per-
son who has the capacity to direct the business
and affairs of the entity, such as a member of the
board of directors or of senior management, a
trustee of the entity or, in the case of a limited
partnership, a general partner, or
(B) prescribed special rights with respect to the
entity.
(2) Section 11 of the Act is renumbered as subsec-
tion 11(1) and is amended by adding the follow-
ing:
Regulations
(2) The Governor in Council may make regulations
defining “material assets” and “material non-public tech-
nical information” for the purposes of subparagraph
(1)(c)(ii).
1995, c. 1, par. 50(1)(a)
3 Section 12 of the Act is replaced by the follow-
ing:
Notice of investment
12 (1) A non-Canadian making an investment shall, in
the prescribed manner, give notice of the investment that
includes prescribed information to the Director
(a) in the case of an investment referred to in para-
graph 11(1)(b) in respect of a Canadian business that
carries on a prescribed business activity or an invest-
ment referred to in paragraph 11(1)(c), no later than
the prescribed time prior to the implementation of the
investment; and
(b) in the case of any other investment, within the
prescribed period.
Condition for investment
(2) Subject to subsections 25.2(2) and 25.3(3), a non-
Canadian who gives notice of an investment under para-
graph (1)(a) shall not implement the investment unless
the periods referred to in subsections 25.2(1) and 25.3(1)
have expired.
1995, c. 1, par. 50(1)(a)
4 (1) Subparagraphs 13(1)(b)(i) and (ii) of the Act
are replaced by the following:
(i) the investment is not reviewable under Part IV,
or
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(ii) unless the Director sends the non-Canadian a
notice for review under section 15 within 45 days af-
ter the certified date referred to in paragraph (a) or
within the prescribed period, the investment is not
reviewable under Part IV.
1995, c. 1, par. 50(1)(a)
(2) Subsection 13(2) of the Act is replaced by the
following:
Incomplete notice
(2) If a notice given under section 12 is incomplete, the
Director shall, within the prescribed period, send a notice
to the non-Canadian, specifying the information required
to complete the notice under section 12 and requesting
that the information be provided to the Director in order
to complete that notice.
(3) The portion of subsection 13(3) of the Act be-
fore paragraph (a) is replaced by the following:
Where investment not reviewable
(3) An investment in respect of which a receipt is sent
under subsection (1) is not reviewable under Part IV if
(4) Paragraph 13(3)(b) of the Act is replaced by
the following:
(b) in a case where the receipt contains the advice re-
ferred to in subparagraph (1)(b)(ii), no notice for re-
view is sent to the non-Canadian pursuant to section
15 within 45 days after the certified date referred to in
paragraph (1)(a) or within the prescribed period.
1994, c. 47, s. 133
5 (1) Subparagraph (d)(v) of the definition WTO
investor in subsection 14.1(6) of the Act is replaced
by the following:
(v) of which at least two-thirds of the members of
its board of directors, or of which at least two-
thirds of its general partners, as the case may be,
are any combination of Canadians and WTO in-
vestors,
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1994, c. 47, s. 133
(2) Subparagraph (e)(iv) of the definition WTO in-
vestor in subsection 14.1(6) of the Act is replaced
by the following:
(iv) of which at least two-thirds of its trustees are
any combination of Canadians and WTO investors,
or
2017, c. 6, s. 80
6 (1) Subparagraph (d)(v) of the definition trade
agreement investor in subsection 14.11(6) of the
Act is replaced by the following:
(v) at least two-thirds of the members of its board
of directors, or at least two-thirds of its general
partners, as the case may be, are any combination
of Canadians and trade agreement investors;
2017, c. 6, s. 80
(2) Subparagraph (e)(iv) of the definition trade
agreement investor in subsection 14.11(6) of the
Act is replaced by the following:
(iv) at least two-thirds of its trustees are any com-
bination of Canadians and trade agreement in-
vestors; or
7 (1) The portion of section 15 of the Act before
paragraph (a) is replaced by the following:
Other reviewable investments
15 An investment referred to in paragraph 11(1)(a) or
(b) that is subject to notification under Part III and that
would not otherwise be reviewable under this Part is re-
viewable under this Part if
(1.1) The portion of paragraph 15(b) of the Act
before subparagraph (i) is replaced by the fol-
lowing:
(b) within 45 days after the certified date referred to in
paragraph 13(1)(a)
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(2) Section 15 of the Act is renumbered as subsec-
tion 15(1) and is amended by adding the follow-
ing:
State-owned enterprise
(2) Despite the limits set out in subsections 14(3), 14.1(1)
and (1.1) and 14.11(1) and (2), an investment is review-
able under this Part if
(a) the non-Canadian making the investment is a
state-owned enterprise or is controlled by a state-
owned enterprise unless the non-Canadian is a trade
agreement investor;
(b) the Governor in Council, on the recommendation
of the Minister, is of the opinion that a review of the
investment is in the public interest;
(c) the Governor in Council issues an order for the re-
view within 45 days after the certified date referred to
in paragraph 13(1)(a); and
(d) the Director sends the non-Canadian making the
investment a notice for review.
8 Paragraphs 17(2)(b) and (c) of the Act are re-
placed by the following:
(b) in the case of an investment made through an ac-
quisition referred to in subparagraph 28(1)(d)(ii) or an
investment with respect to which a notice referred to
in paragraph 16(2)(a) has been sent, within the pre-
scribed period; or
(c) in the case of an investment reviewable pursuant
to section 15, forthwith on receipt of a notice for re-
view referred to in subparagraph 15(1)(b)(ii) or para-
graph 15(2)(d).
8.1 (1) Paragraph 20(c) of the Act is replaced by
the following:
(c) the effect of the investment on productivity, indus-
trial efficiency, technological development, product in-
novation and product variety in Canada, including, for
greater certainty, the effect of the investment on any
rights relating to intellectual property whose develop-
ment has been funded, in whole or in part, by the Gov-
ernment of Canada;
(2) Paragraph 20(e) of the Act is replaced by the
following:
(e) the compatibility of the investment with national
industrial, economic and cultural policies, taking into
consideration industrial, economic and cultural policy
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objectives enunciated by the government or legislature
of any province likely to be significantly affected by
the investment, and including, for greater certainty,
the effect of the investment on the use and protection
of personal information about Canadians; and
2013, c. 33, s. 138
9 (1) Subsection 21(3) of the French version of
the Act is replaced by the following:
Prolongation
(3) Sous réserve des paragraphes (4) et (5), si, avant l’ex-
piration du délai de quarante-cinq jours visé au para-
graphe (1), l’avis prévu au paragraphe 25.2(1) est envoyé
relativement à l’investissement et si l’arrêté visé au para-
graphe 25.3(1) est pris relativement à celui-ci, le délai
pendant lequel le ministre peut envoyer l’avis prévu au
paragraphe (1) expire trente jours après l’expiration du
délai réglementaire ou du délai supplémentaire visés aux
paragraphes 25.3(6) ou (7), selon le cas, ou à l’expiration
de tout délai supplémentaire sur lequel celui-ci et le de-
mandeur s’entendent.
2013, c. 33, s. 138
(2) Subsection 21(4) of the Act is replaced by the
following:
Extension
(4) If, before the end 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 in-
vestment, an order is made under subsection 25.3(1) and
a notice under paragraph 25.3(6)(b) or (c) is sent, the pe-
riod during which the Minister may send the notice re-
ferred to in subsection (1) expires 30 days after the day
on which the notice under that paragraph was sent or at
the end of any further period that the Minister and the
applicant agree on.
2013, c. 33, s. 138
(3) The portion of subsection 21(5) of the French
version of the Act before paragraph (a) is re-
placed by the following:
Prolongation
(5) Si, avant l’expiration du délai de quarante-cinq jours
visé au paragraphe (1), l’avis prévu au paragraphe 25.2(1)
est envoyé relativement à l’investissement et si l’arrêté vi-
sé au paragraphe 25.3(1) est pris relativement à celui-ci et
que le ministre renvoie la question au gouverneur en
conseil en application de l’alinéa 25.3(6)a) ou du para-
graphe 25.3(7), le délai pendant lequel le ministre peut
envoyer l’avis prévu au paragraphe (1) expire trente jours
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après celle des dates ci-après qui est antérieure à l’autre
ou à l’expiration de tout délai supplémentaire sur lequel
celui-ci et le demandeur s’entendent :
2013, c. 33, s. 138
(4) Subsection 21(6) of the French version of the
Act is replaced by the following:
Prolongation
(6) Sous réserve des paragraphes (7) et (8), si, avant l’ex-
piration du délai de quarante-cinq jours visé au para-
graphe (1), l’arrêté visé au paragraphe 25.3(1) est pris re-
lativement à l’investissement, le délai pendant lequel le
ministre peut envoyer l’avis prévu au paragraphe (1) ex-
pire trente jours après l’expiration du délai réglementaire
ou du délai supplémentaire visés aux paragraphes 25.3(6)
ou (7), selon le cas, ou à l’expiration de tout délai supplé-
mentaire sur lequel celui-ci et le demandeur s’entendent.
2013, c. 33, s. 138
(5) Subsection 21(7) of the Act is replaced by the
following:
Extension
(7) If, before the end 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 in-
vestment, a notice is sent under paragraph 25.3(6)(b) or
(c), the period during which the Minister may send the
notice referred to in subsection (1) expires 30 days after
the day on which the notice under that paragraph was
sent or at the end of any further period that the Minister
and the applicant agree on.
2013, c. 33, s. 138
(6) The portion of subsection 21(8) of the French
version of the Act before paragraph (a) is re-
placed by the following:
Prolongation
(8) Si, avant l’expiration du délai de quarante-cinq jours
visé au paragraphe (1), l’arrêté visé au paragraphe 25.3(1)
est pris relativement à l’investissement et si le ministre
renvoie la question au gouverneur en conseil en applica-
tion de l’alinéa 25.3(6)a) ou du paragraphe 25.3(7), le dé-
lai pendant lequel le ministre peut envoyer l’avis prévu
au paragraphe (1) expire trente jours après celle des
dates ci-après qui est antérieure à l’autre ou à l’expiration
de tout délai supplémentaire sur lequel celui-ci et le de-
mandeur s’entendent :
2020, c. 1, s. 111
10 (1) Subparagraph (d)(v) of the definition CUS-
MA investor in subsection 24(4) of the Act is re-
placed by the following:
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(v) of which at least two-thirds of the members of
its board of directors, or of which at least two-
thirds of its general partners, as the case may be,
are any combination of Canadians and CUSMA in-
vestors;
2020, c. 1, s. 111
(2) Subparagraph (e)(iv) of the definition CUSMA
investor in subsection 24(4) of the Act is replaced
by the following:
(iv) of which at least two-thirds of its trustees are
any combination of Canadians and CUSMA in-
vestors; or
2009, c. 2, s. 453
11 The heading of Part IV.1 of the Act is replaced
by the following:
Review of Investments —
Injurious to National Security
2009, c. 2, s. 453
12 (1) Paragraph 25.1(b) of the Act is replaced by
the following:
(b) to acquire control of a Canadian business in any
manner described in section 28;
(b.1) if the non-Canadian is a state-owned enterprise,
to acquire any of the assets of a Canadian business; or
(2) Section 25.1 of the Act is renumbered as sub-
section 25.1(1) and is amended by adding the fol-
lowing:
For greater certainty
(2) For greater certainty, paragraph (1)(c) includes an in-
vestment to acquire, in whole or in part, the assets of an
entity referred to in that paragraph.
13 The Act is amended by adding the following
after section 25.1:
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Beginning of review
25.11 The review of an investment under this Part be-
gins on the day on which it first comes to the attention of
the Minister.
Requirement to provide information
25.12 The Minister may require the non-Canadian or
other person or entity from which the Canadian business
or the entity referred to in paragraph 25.1(c) is being ac-
quired to provide to the Minister, within the time and in
the manner specified by the Minister, any prescribed in-
formation or any other information that the Minister
considers necessary for the purposes of the review.
2009, c. 2, s. 453
14 (1) Subsection 25.2(1) of the Act is replaced by
the following:
Notice
25.2 (1) If the Minister has reasonable grounds to be-
lieve that an investment by a non-Canadian could be in-
jurious to national security, the Minister may, within the
prescribed period, send to the non-Canadian a notice
that an order for the further review of the investment
may be made under subsection 25.3(1).
Act of corruption
(1.1) For the purposes of subsection (1), the fact that a
non-Canadian has previously been convicted, within or
outside Canada, for an offence involving an act of corrup-
tion constitutes, by itself, reasonable grounds.
2009, c. 2, s. 453
(2) Paragraphs 25.2(2)(a) and (b) of the Act are re-
placed by the following:
(a) a notice under subsection (4);
(b) a notice under paragraph 25.3(6)(b) or (c); or
2009, c. 2, s. 453; 2013, c. 33, s. 140
(3) Subsections 25.2(3) and (4) of the Act are re-
placed by the following:
Notice
(4) If the Minister, after the consultation referred to in
subsection 25.3(1), does not consider that the investment
could be injurious to national security, the Minister shall,
within the prescribed period, send to the non-Canadian a
notice indicating that consideration of the investment is
complete and that no order will be made under that sub-
section.
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2009, c. 2, s. 453
15 (1) Subsections 25.3(1) and (2) of the Act are
replaced by the following:
Order — further review
25.3 (1) If the Minister, after consultation with the Min-
ister of Public Safety and Emergency Preparedness, con-
siders that an investment could be injurious to national
security, the Minister shall make an order within the pre-
scribed period for the further review of the investment.
Interim conditions
(1.1) The Minister shall, by order, impose interim condi-
tions in respect of the investment that are applicable un-
til no later than when consideration of the investment is
complete, or amend such conditions, if the Minister, after
consultation with the Minister of Public Safety and
Emergency Preparedness, is satisfied that it is necessary
for the purpose of preventing injury to national security
that could arise during that review, provided that the im-
position of interim conditions does not introduce signifi-
cant new risks of injury to national security. The Minister
shall also delete a condition if the Minister, after such
consultation, is satisfied that it is no longer necessary for
that purpose.
Statutory Instruments Act does not apply
(1.2) The Statutory Instruments Act does not apply in
respect of an order made under this section.
Notice
(2) The Minister shall, without delay after an order has
been made under this section, 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 the order has been made and advising them of their
right to make representations and to submit undertak-
ings to the Minister. A copy of the order is to accompany
the notice.
2009, c. 2, s. 453
(2) Paragraph 25.3(3)(a) of the Act is replaced by
the following:
(a) a notice under paragraph (6)(b) or (c);
2009, c. 2, s. 453
(3) Subsections 25.3(4) and (5) of the Act are re-
placed by the following:
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Representations and undertakings
(4) After receipt of the notice referred to in subsection
(2), the non-Canadian or other person or entity may
make representations and submit written undertakings,
within the time and in the manner specified in the notice.
2009, c. 2, s. 453; 2013, c. 33, s. 141
(4) Subsections 25.3(6) and (7) of the Act are re-
placed by the following:
Ministerial action
(6) The Minister shall, within the prescribed period,
(a) after consultation with the Minister of Public Safe-
ty and Emergency Preparedness, refer the investment
under review to the Governor in Council, together
with a report of the Minister’s findings and recom-
mendations 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 in-
vestment would be injurious to national security;
(b) after consultation with the Minister of Public Safe-
ty and Emergency Preparedness, send to the non-
Canadian a notice indicating that consideration of the
investment is complete, if the Minister is satisfied that
the investment would not be injurious to national se-
curity; or
(c) send to the non-Canadian a notice indicating that
consideration of the investment is complete, if the
Minister is satisfied, with the concurrence of the Min-
ister of Public Safety and Emergency Preparedness,
that the investment would not be injurious to national
security because of the undertakings that are given to
His Majesty in right of Canada.
Extension
(7) If the Minister is unable to complete the considera-
tion of an investment within the prescribed period re-
ferred to in subsection (6), the Minister shall, within that
period, send a notice to that effect to the non-Canadian.
The Minister then has until the end of the period pre-
scribed for this subsection, or any further period that the
Minister and the non-Canadian agree on, to take the ap-
plicable measures described in paragraph (6)(a), (b) or
(c).
(5) The Act is amended by adding the following
after section 25.3:
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New undertakings
25.31 After the Minister sends a notice referred to in
paragraph 25.3(6)(c), the Minister may
(a) accept new written undertakings if the Minister is
satisfied, with the concurrence of the Minister of Pub-
lic Safety and Emergency Preparedness, that the risks
of injury to national security identified in the notice
would continue to be addressed; or
(b) release the non-Canadian or other person or entity
from any undertakings, if the Minister is satisfied,
with the concurrence of the Minister of Public Safety
and Emergency Preparedness, that they are no longer
necessary to address those risks.
2009, c. 2, s. 453
16 Paragraph 25.4(1)(b) of the Act is replaced by
the following:
(b) authorizing the non-Canadian to make the invest-
ment on the terms and conditions contained in the or-
der; or
2009, c. 2, s. 453
17 Sections 25.5 and 25.6 of the Act are replaced
by the following:
Information to determine compliance
25.5 Non-Canadians or other persons or entities shall,
within the time and in the manner specified by the Direc-
tor, submit any information relating to the investment
that is required by the Director in order to permit the Di-
rector to determine whether they are complying with
(a) an order made under section 25.3 or 25.4; or
(b) any written undertaking given to His Majesty in
right of Canada and referred to in paragraph 25.3(6)(c)
or 25.31(a).
Decisions and orders are final
25.6 Decisions and orders of the Governor in Council
and of the Minister made 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.
Closed proceeding on judicial review
25.7 (1) The following provisions apply to the judicial
review of a decision or order made under this Part:
(a) at any time during a proceeding, the judge shall,
on the request of the Minister, hear submissions on
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evidence or other information in the absence of the
public and of the applicant and their counsel if, in the
judge’s opinion, the disclosure of the evidence or other
information could be injurious to international rela-
tions, national defence or national security or could
endanger the safety of any person;
(b) the judge shall ensure the confidentiality of the ev-
idence and other information provided by the Minister
if, in the judge’s opinion, its disclosure would be inju-
rious to international relations, national defence or
national security or would endanger the safety of any
person;
(c) throughout the proceeding, the judge shall ensure
that the applicant is provided with a summary of the
evidence and other information available to the judge
that enables the applicant to be reasonably informed
of the Government of Canada’s case but that does not
include anything that, in the judge’s opinion, would be
injurious to international relations, national defence
or national security or would endanger the safety of
any person if disclosed;
(d) the judge shall provide the applicant and the Min-
ister with an opportunity to be heard;
(e) the decision of the judge may be based on evidence
or other information available to the judge even if a
summary of that evidence or other information has
not been provided to the applicant;
(f) if the judge determines that evidence or other in-
formation provided by the Minister is not relevant or
if the Minister withdraws the evidence or other infor-
mation, the decision of the judge shall not be based on
that evidence or other information and the judge must
return it to the Minister; and
(g) the judge shall ensure the confidentiality of all evi-
dence and other information that the Minister with-
draws.
Definition of judge
(2) In this section, judge means the Chief Justice of the
Federal Court or a judge of that Court designated by the
Chief Justice.
Protection of information on appeal
25.8 Section 25.7 applies to any appeal of a decision
made under that section and to any further appeal, with
any necessary modifications.
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Notification
25.9 Within 30 days after sending a notice under para-
graph 25.3(6)(c) or a copy of the order under subsection
25.4(2), the Minister shall notify the National Security
and Intelligence Committee of Parliamentarians and the
National Security and Intelligence Review Agency of
(a) the fact that a notice was sent under paragraph
25.3(6)(c) and of the identity of the non-Canadian and
the Canadian business or entity referred to in para-
graph 25.1(c); or
(b) the fact that an order was made under subsection
25.4(1), of the identity of the non-Canadian and the
Canadian business or entity referred to in paragraph
25.1(c) that is the subject of the order, and of whether
the order
(i) directed the non-Canadian not to implement the
investment that is the subject of the order,
(ii) authorized the investment or contained terms
and conditions, or
(iii) required the non-Canadian to divest them-
selves of control of the Canadian business, or of
their investment in the entity, that is the subject of
the order.
18 (1) Subparagraph 26(1)(d)(ii) of the Act is re-
placed by the following:
(ii) in the case of an entity that is a corporation or
limited partnership, the entity is not controlled in
fact through the ownership of its voting interests
and at least two-thirds of the members of its board
of directors or, in the case of a limited partnership,
at least two-thirds of its general partners, are Cana-
dians.
2013, c. 33, s. 143(2)
(2) Subsection 26(2) of the Act is replaced by the
following:
Trusts
(2) Subject to subsections (2.1) to (2.2), (2.31) and (2.32),
if it can be established that a trust is not controlled in fact
through the ownership of its voting interests, subsection
(1) does not apply, and the trust is a Canadian-controlled
entity if at least two-thirds of its trustees are Canadians.
(3) Paragraph 26(3)(b) of the Act is replaced by
the following:
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(b) at least four-fifths of the members of its board of
directors are Canadian citizens ordinarily resident in
Canada,
2009, c. 2, s. 457(3)
19 (1) Subsection 36(3.1) of the Act is replaced by
the following:
Investigative bodies and foreign states
(3.1) Information that is privileged under subsection (1)
may be communicated or disclosed
(a) by the Minister to a prescribed investigative body,
or an investigative body of a prescribed class, for the
purposes of the administration and enforcement of
Part IV.1 in the context of that body’s lawful investiga-
tions;
(b) by such an investigative body, for the purposes of
its lawful investigations; and
(c) by the Minister, on such terms and conditions that
the Minister deems appropriate, to a government of a
foreign state or an agency thereof that is responsible
for the review of foreign investments, for the purpose
of national security reviews of foreign investments.
(2) Subparagraph 36(4)(e)(ii) of the Act is re-
placed by the following:
(ii) any notice sent under subsection 21(1) or (9),
22(2) or (4), 23(1) or (3), 25.2(1) or (4) or 25.3(2),
paragraph 25.3(6)(b) or (c) or subsection 25.3(7), or
(3) Subparagraph 36(4)(e.2)(ii) of the Act is re-
placed by the following:
(ii) authorized the investment, including if it did so
on terms and conditions, or
(4) Section 36 of the Act is amended by adding the
following after subsection (4.1):
For greater certainty
(4.101) For greater certainty, when communicating or
disclosing under paragraph (4)(e.2) the fact that an order
was made under subsection 25.4(1), the Minister is not
prohibited from communicating or disclosing the identity
of the non-Canadian and of the Canadian business or en-
tity referred to in paragraph 25.1(c) that is the subject of
the order.
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19.1 Section 38.1 of the Act is renumbered as sub-
section 38.1(1) and is amended by adding the fol-
lowing:
Required information
(2) The report shall include information on the exercise
of ministerial duties and powers under Part IV.1.
20 (1) Paragraph 39(1)(a) of the Act is replaced
by the following:
(a) has failed to give notice in accordance with section
12 or file an application in accordance with section 17,
2009, c. 2, s. 460(1)
(2) Paragraph 39(1)(b) of the Act is replaced by
the following:
(b) has implemented an investment the implementa-
tion of which is prohibited by section 12, 16, 24, 25.2 or
25.3,
2009, c. 2, s. 460(2)
(3) Paragraphs 39(1)(d.1) and (d.2) of the Act are
replaced by the following:
(d.1) has failed to comply with a written undertaking
given to His Majesty in right of Canada and referred to
in paragraph 25.3(6)(c) or 25.31(a),
(d.2) has failed to comply with an order made under
section 25.3 or 25.4,
2009, c. 2, s. 460(3)
(4) Subsection 39(2) of the Act is replaced by the
following:
Ministerial demand
(2) The Minister may send a demand to a person or enti-
ty requiring that they immediately, or within any period
that may be specified in the demand, cease the
contravention, remedy the default or show cause why
there is no contravention of the Act if the Minister be-
lieves that the person or the entity has failed to comply
with
(a) a requirement to provide information under sec-
tion 25.12 or 25.5;
(b) a written undertaking given to His Majesty in right
of Canada and referred to in paragraph 25.3(6)(c) or
25.31(a); or
(c) an order made under section 25.3 or 25.4.
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2009, c. 2, s. 462(1)
21 (1) Subsection 40(1) of the Act is replaced by
the following:
Application for court order
40 (1) An application on behalf of the Minister may be
made to a superior court for an order under subsection
(2) or (2.1) if
(a) a non-Canadian fails to give notice in accordance
with paragraph 12(1)(a) or to file, with respect to a
Canadian business that carries on a prescribed busi-
ness activity, an application in accordance with section
17; or
(b) a non-Canadian or any other person or entity fails
to comply with a demand under section 39.
2009, c. 2, s. 462(2)
(2) The portion of subsection 40(2) of the Act be-
fore paragraph (a) is replaced by the following:
Court orders
(2) If, at the conclusion of the hearing on an application
referred to in subsection (1), the superior court decides
that the non-Canadian has failed to give the notice or file
the application referred to in paragraph (1)(a), or that the
Minister was justified in sending a demand to the non-
Canadian or other person or entity under section 39 and
that the non-Canadian or other person or entity has
failed to comply with the demand, the court may make
any order or orders that, in its opinion, the circum-
stances require, including an order
2009, c. 2, s. 462(4)
(3) Paragraphs 40(2)(c.1) and (d) of the Act are
replaced by the following:
(c.1) directing the non-Canadian to comply with a
written undertaking given to His Majesty in right of
Canada and referred to in paragraph 25.3(6)(c) or
25.31(a);
(c.2) directing the non-Canadian to comply with an
order made under section 25.3;
(d) against the non-Canadian imposing a penalty not
exceeding
(i) in the case of a failure to give notice in accor-
dance with paragraph 12(1)(a) or to file, with re-
spect to a Canadian business that carries on a pre-
scribed 
business 
activity, 
an 
application 
in
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21

Page 20 
accordance with section 17, the greater of $500,000
and any prescribed amount, or
(ii) in the case of any other contravention of the
provisions of this Act or the regulations, the greater
of $25,000 and any prescribed amount for each day
of the contravention;
2009, c. 2, s. 462(6)
(4) Subsection 40(2.1) of the Act is replaced by the
following:
Court orders — person or entity
(2.1) If, at the conclusion of the hearing on an applica-
tion referred to in subsection (1), the superior court de-
cides that the Minister was justified in sending a demand
to a person or an entity under section 39 and that the
person or entity has failed to comply with it, the court
may make any order or orders that, in its opinion, the
circumstances require, including an order against the
person or entity imposing a penalty not exceeding the
greater of $25,000 and any prescribed amount for each
day of the contravention.
Transitional Provisions
Definitions
22 (1) The following definitions apply in this sec-
tion.
former Act means the Investment Canada Act as
it read immediately before the day on which sec-
tion 15 comes into force. (ancienne loi)
new Act means the Investment Canada Act as it
reads on the day on which section 15 comes into
force. (nouvelle loi)
Review continued under new Act
(2) Subject to subsection (3), on or after the day
on which section 15 comes into force, the review
of any investment under Part IV.1 of the former
Act in respect of which a measure has not been
taken under subsection 25.3(6) of the former Act
shall be taken up and continued in accordance
with the new Act.
Subsections 25.3(2) and (6)
(3) If a notice has been sent under subsection
25.3(2) of the former Act in respect of the invest-
ment before the day on which section 15 comes
into force,
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Page 21 
(a) the Minister shall, without delay after that
day, send to the non-Canadian making the in-
vestment and to any person or entity from
which the Canadian business or the entity re-
ferred to in paragraph 25.1(c) of the new Act is
being acquired, a notice referred to in subsec-
tion 25.3(2) of the new Act; and
(b) the prescribed period for the purposes of
subsection 25.3(6) of the new Act is the period
beginning on the day on which the order under
subsection 25.3(1) of the former Act is made
and ending 45 days after that day.
Coming into Force
Order in council
23 The provisions of this Act come into force on
a day or days to be fixed by order of the Governor
in Council.
Published under authority of the Speaker of the House of Commons
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Page 22 
Available on the House of Commons website
Disponible sur le site Web de la Chambre des com