CHAPTER 08 Investment Canada Act and Other Restrictions on Foreign Ownership
MONETARY THRESHOLDS FOR NBR – A non-Canadian’s acquisition of control of a Canadian business that exceeds the applicable monetary threshold set out below will be subject to an NBR under the ICA. The monetary thresholds for investments by or from trade agreement investors, WTO investors and SOE WTO investors are adjusted annually on the basis of changes in Canada’s GDP.
Monetary Thresholds for NBRs, 2026 Trade Agreement Investor (Non- SOE)
WTO Investor (Non-SOE)
WTO Investor (SOE)
Non-WTO Investor
Acquisitions Involving a Cultural Business C$5 million (book value of assets) C$50 million (book value of assets)* (Application for NBR can be filed post-closing)
Direct Acquisition
C$2.179 billion (enterprise value) Not reviewable (unless acquisition involves
C$1.452 billion (enterprise value) Not reviewable (unless acquisition involves
C$578 million (book value of assets) Not reviewable (unless acquisition involves
C$5 million (book value of assets) C$50 million (book value of assets) (Application for NBR can be filed post-closing)
Indirect Acquisition (through
acquisition of a non-Canadian corporation)
a cultural business)
a cultural business)
a cultural business)
* For an indirect acquisition of a cultural business, a lower threshold (C$5 million) applies when the value of the worldwide assets of the Canadian business being acquired exceeds 50% of the value of all assets being acquired. The federal Cabinet also has a discretionary power to order NBRs for acquisitions of cultural businesses below these thresholds where it determines such a review to be in the public interest. – More complex rules may apply to acquisitions of only non-corporate entities. – “Enterprise value” and “asset value” are calculated according to detailed formulae set out in the Investment Canada Regulations. The formulae vary depending on the structure of the transaction (share or asset acquisition) and, in the case of share acquisitions, whether the acquired entity is publicly traded. – Recent amendments to the ICA that have not yet been proclaimed in force would authorize the federal Cabinet to subject an acquisition of control by an SOE (other than a trade agreement investor) to an NBR irrespective of the value of the investment if the Cabinet determines that such an NBR is in the public interest. – Under the NBR framework, apart from the Canadian government’s ability to “call in” for review below-threshold acquisitions of control of cultural businesses and the government’s pending ability to do the same for acquisitions of control by certain SOEs, a non-Canadian’s acquisition of control of a Canadian business that does not exceed these thresholds is subject only to notification. Very few NBRs have been conducted each year relative to the number of notifications: over the five reported years between 2020 and 2025, on average, over a thousand notifications were made annually under the NBR framework, and only about six applications for an NBR were filed each year.
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Davies | dwpv.com
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