Investment Canada Act - Guide for Foreign Investors in Cana…

Monetary Thresholds for NBRs, 2026

Trade Agreement Investor (Non-SOE)

Acquisitions Involving a Cultural Business

WTO Investor (Non-SOE)

WTO Investor (SOE)

Non-WTO Investor

C$578 million (book value of assets)

C$2.179 billion (enterprise value)

C$1.452 billion (enterprise value)

C$5 million (book value of assets)

Direct Acquisition

Indirect Acquisition (through

C$50 million (book value of assets) (Application for NBR can be filed post-closing)

C$50 million (book value of assets)* (Application for NBR can be filed post-closing)

Not reviewable (unless acquisition involves a cultural business)

acquisition of a non-Canadian corporation)

* F or 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 2020-25, on average, over a thousand notifications were made annually under the NBR framework, and only about six applications for an NBR are filed each year.