GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Investment Canada Regulations — Investment Canada Regulations
investor means a non-Canadian required to give notice of an investment under section 12 of the Act or a non-Canadian required to file an application for review of an investment under subsection 17(1) of the Act; ( investisseurs )
Investment Canada Regulations — Investment Canada Regulations
NAFTA investor [Repealed, SOR/2020-76, s. 1]
Investment Canada Regulations — Investment Canada Regulations
principal market , in relation to a class of equity securities, means the published market on which the greatest volume of trading in those securities occurred during the trading period; ( marché principal )
Investment Canada Regulations — Investment Canada Regulations
publicly traded entity means an entity whose equity securities are listed on a published market; ( unité ouverte )
Investment Canada Regulations — Investment Canada Regulations
published market , in relation to a class of equity securities, means a market inside or outside Canada on which the securities are traded, if the prices at which the securities are traded are regularly published either electronically or in a newspaper or financial or business publication of general circulation; ( marché publié )
Investment Canada Regulations — (a)
trading period , in relation to a class of equity securities of an entity, means (a) the most recent 20 days of trading before the first day of the month that immediately precedes the month in which the complete notice of investment or complete application for review of an investment is filed, in cases where the notice or application is filed before the implementation of the investment, or (b) the most recent 20 days of trading before the first day of the month that immediately precedes the month in which the investment was implemented, in all other cases; ( période d’opération )
Investment Canada Regulations — Investment Canada Regulations
WTO investor [Repealed, SOR/2015-64, s. 1]
Investment Canada Regulations — 2.1
2.1 For the purposes of paragraph (f) of the definition CUSMA investor in subsection 24(4) of the Act, the following forms of business organizations are, with respect to Mexico, specified: (a) sociedad de responsabilidad limitada ; and (b) fide comiso . SOR/93-604, s. 1; SOR/95-25, s. 2 SOR/2020-76, s. 2
Investment Canada Regulations — 3.2
3.2 In sections 3.3 to 3.5, non-Canadian refers to (a) a WTO investor or trade agreement investor, that is not a state-owned enterprise; or (b) a non-Canadian, other than a WTO investor or trade agreement investor, that is not a state-owned enterprise if the Canadian business that is the subject of the investment is controlled by a WTO investor or a trade agreement investor immediately prior to the implementation of the investment. SOR/2015-64, s. 5; SOR/2017-168, s. 3
Investment Canada Regulations — 3.3
3.3 (1) For the purposes of subsections 14.1(1) and 14.11(1) and (2) of the Act, if control of a publicly traded entity that is directly or indirectly carrying on a Canadian business is acquired by a non-Canadian in the manner described in paragraph 28(1)(a) or (b) or subparagraph 28(1)(d)(i) or (ii) of the Act, the enterprise value of the assets of the Canadian business is equal to the market capitalization of the entity, plus its liabilities, minus its cash and cash equivalents. (2) For the purposes of subsection (1), (a) an entity’s market capitalization is equal to the total of (i) for each class of its equity securities that are listed on one or more published markets, the average daily number of its equity securities of that class that are outstanding during the trading period multiplied by the average daily closing price of its equity securities of that class on the principal market during the trading period, and (ii) for each class of its equity securities that are not listed on a published market, the amount that the authorized body of the non-Canadian determines in good faith and represents to be the fair market value of the outstanding securities of that class; (b) an entity’s liabilities are equal to the total liabilities, other than operating liabilities, that are listed in its most recent quarterly financial statements released (i) before the filing of the notice of investment or application for review of an investment, in cases where the notice or application is filed before the implementation of the investment, or (ii) before the implementation of the investment, in all other cases; and (c) an entity’s cash and cash equivalents are equal to the total cash and cash equivalents that are listed in its most recent quarterly financial statements released (i) before the filing of the notice of investment or application for review of an investment, in cases where the notice or application is filed before the implementation of the investment, or (ii) before the implementation of the investment, in all other cases. (3) If the non-Canadian does not know the number of equity securities in a class that are outstanding during the trading period, the most recently published information concerning the number of outstanding equity securities shall be used. (4) The enterprise value of the assets of the Canadian business as well as the entity’s market capitalization, liabilities and cash and cash equivalents shall be expressed in Canadian dollars. (5) Any conversion into Canadian dollars that is required to calculate the enterprise value of the assets under this section shall (a) in determining the market capitalization of the entity, be based on the average of the noon exchange rates quoted by the Bank of Canada during the trading period; and (b) in determining the liabilities and cash and cash equivalents of the entity, be based on the noon exchange rate quoted by the Bank of Canada on the last day of the period covered by the financial statements referred to in paragraphs (2)(b) and (c), SOR/2015-64, s. 5; SOR/2017-168, s. 4
Investment Canada Regulations — 3.4
 the entity, be based on the average of the noon exchange rates quoted by the Bank of Canada over the month that immediately precedes the month in which (i) the complete notice of investment or complete application for review of an investment is filed, in cases where the notice or application is filed before the implementation of the investment, or (ii) the investment is implemented, in cases where the notice or application has not been filed; and (b) in determining the liabilities and cash and cash equivalents of the entity, be based on the noon exchange rate quoted by the Bank of Canada on the last day of the period covered by the financial statements referred to in subsections (5) and (6). SOR/2015-64, s. 5; SOR/2017-168, s. 5
Investment Canada Regulations — 3.5
3.5 (1) For the purposes of subsections 14.1(1) and 14.11(1) of the Act, if control of a Canadian business is acquired by a non-Canadian in the manner described in paragraph 28(1)(c) of the Act, the enterprise value of the assets of the Canadian business is equal to the total acquisition value, plus its liabilities, minus its cash and cash equivalents. (2) For the purposes of subsection (1), (a) the total acquisition value is the total amount of the consideration payable for the acquisition of the Canadian business, as determined in accordance with the transaction documents that are used to implement the investment; (b) the liabilities are equal to the total liabilities, other than operating liabilities, that are assumed by the non-Canadian, as determined in accordance with the transaction documents that are used to implement the investment; and (c) the cash and cash equivalents are equal to the total cash and cash equivalents that are transferred to the non-Canadian, as determined in accordance with the transaction documents that are used to implement the investment. (3) Despite subsection (2), if the parties to the investment are not acting at arm’s length or if no or only nominal consideration is payable for the acquisition of the Canadian business, the total consideration payable is the amount that the authorized body of the non-Canadian determines in good faith and represents to be the fair market value of the Canadian business. (4) The enterprise value of the assets of the Canadian business as well as the total acquisition value, liabilities and cash and cash equivalents shall be expressed in Canadian dollars. (5) Any conversion into Canadian dollars that is required to calculate the enterprise value of the assets under this section shall be based on the average of the noon exchange rates quoted by the Bank of Canada over the month that immediately precedes the month in which (a) the complete notice of investment or complete application for review of an investment is filed, in cases where the notice or application is filed before the implementation of the investment; or (b) the investment is implemented, in cases where the notice or application has not been filed. SOR/2015-64, s. 5; SOR/2017-168, s. 6
Investment Canada Regulations — 3.6
3.6 (1) In this section, non-Canadian refers to (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 controlled by a WTO investor immediately prior to the implementation of the investment. However, it does not refer to a non-Canadian if the Canadian business that is the subject of the investment is a cultural business (2) For the purpose of section 12 of the Act, if the acquisition of a Canadian business by a non-Canadian is exempted from review by subsection 14.1(4) of the Act, the value of the assets of the Canadian business is their value calculated in accordance with section 3.1. SOR/2015-64, s. 5
Investment Canada Regulations — 4
4 (1) When a notice or application is required by section 12 or 17 of the Act, it shall be signed by (a) the investor, if the investor is an individual; (b) a director or officer of the investor, if the investor is a corporation; or (c) an individual who exercises the powers of a director or officer, if the investor is an entity other than a corporation. (2) The person who signs the notice or application shall represent that the information it contains is complete and correct to the best of their knowledge and belief. SOR/2015-64, s. 6
Investment Canada Regulations — 5
5 A notice required to be given by an investor under section 12 of the Act shall be in writing, contain the information prescribed in Schedule I and be sent to the Director. SOR/2015-64, s. 6
Investment Canada Regulations — 6
6 An application required to be filed by an investor under subsection 17(1) of the Act shall be in writing, be sent to the Director and contain (a) the information prescribed in Schedule II, if the application relates to an investment that is reviewable under section 14 of the Act; or (b) the information prescribed in Schedule III, if the application relates to an investment that is reviewable under section 15 of the Act. SOR/2015-64, s. 6
Investment Canada Regulations — 7
7 Where control of an entity carrying on a Canadian business and control of one or more other entities in Canada is acquired, directly or indirectly, the information required under sections 5 and 6 relating to the Canadian business shall include information respecting all entities so acquired whose business activities comprise the Canadian business.
Investment Canada Regulations — 8
8 For the purposes of paragraph 15(a) of the Act, the specific types of business activities set out in Schedule IV are hereby prescribed.
Investment Canada Regulations — 2
2 Legal names of the members of the investor’s board of directors, the investor’s five highest-paid officers and any person or entity that owns 10% or more of the investor’s equity or voting interests.
Investment Canada Regulations — 3
3 Business address of the investor — other than the address of the investor’s legal counsel — and business address of any person or entity mentioned in item 2, as well as the local mailing address of any person mentioned in that item, excluding in each case any address that is a post office box.
Investment Canada Regulations — 4
4 Telephone number, fax number and email address of the investor and of any person or entity mentioned in item 2 and, in the case of an individual, their date of birth.
Investment Canada Regulations — 5
5 An indication of whether the investor is a WTO investor, a CUSMA investor or a trade agreement investor.
Investment Canada Regulations — 6
6 Legal name and address of the investor’s ultimate controller, if any, and the manner in which control is exercised.
Investment Canada Regulations — 7
7 Description of the business activities carried on by the investor and by its ultimate controller, if any.
Investment Canada Regulations — 8
8 Country of origin of the investor’s ultimate controller, if any.
Investment Canada Regulations — 9
9 An indication of whether a foreign state has a direct or indirect ownership interest in the investor and, if so, the name of the state and the nature and extent of its interest in the investor.
Investment Canada Regulations — 10
10 An indication of whether the investor, a subsidiary of the investor, a member of the investor’s board of directors, the investor’s five highest-paid officers or a person or entity that owns 10% or more of the investor’s equity or voting interests owns any equity or voting interests in the Canadian business at the time of filing.
Investment Canada Regulations — 11
11 An indication of whether a foreign state owns a third or more of the investor’s voting interests and no other party has a controlling interest.
Investment Canada Regulations — 12
12 An indication of whether a foreign state owns a minority of the investor’s voting interests.
Investment Canada Regulations — 13
13 If a foreign state has an ownership interest or voting interests in the investor, an indication of whether a special veto or other decision-making right is attached to that interest.
Investment Canada Regulations — 14
14 An indication of whether a foreign state has the power to appoint members to the investor’s board of directors and, if so, the number of members the state has appointed and the total number they may appoint.
Investment Canada Regulations — 15
15 An indication of whether a foreign state has the power to appoint the investor’s Chief Executive Officer or other senior management officers.
Investment Canada Regulations — 16
16 An indication of whether a foreign state has authority under the law or instruments governing the investor to direct its strategic or operational decision-making.
Investment Canada Regulations — 17
17 Legal name of the vendor and legal name of the vendor’s ultimate controller, if any.
Investment Canada Regulations — 18
18 An indication of whether the investment is an acquisition of control of a Canadian business or the establishment of a new Canadian business.
Investment Canada Regulations — 19
19 Copy of the purchase and sale agreement or, if not available, a description of the principal terms and conditions, including the estimated total purchase price for the Canadian business and, if applicable, the estimated purchase price for all entities acquired.
Investment Canada Regulations — 20
20 Sources of funding for the investment.
Investment Canada Regulations — 21
21 Date of implementation of the investment.
Investment Canada Regulations — 23
23 Business address of the Canadian business.
Investment Canada Regulations — 24
24 Brief description of the business activities that are or will be carried on by the Canadian business, including a description of the products that are or will be manufactured, sold or exported by the Canadian business, the services that are or will be provided and the codes that are assigned to the products and services by the North American Industry Classification System (NAICS) Canada, 2012, published by authority of the Minister responsible for Statistics Canada, as amended from time to time.
Investment Canada Regulations — 25
25 In the case of an acquisition of control of a Canadian business, the number of persons employed in connection with the Canadian business.
Investment Canada Regulations — 26
26 If the investor is not a WTO investor, a CUSMA investor or a trade agreement investor, an indication of whether immediately before the implementation of the investment the Canadian business was controlled by a WTO investor, a CUSMA investor or a trade agreement investor.
Investment Canada Regulations — 27
27 If the investor is a WTO investor, a CUSMA investor or a trade agreement investor or if immediately before the implementation of the investment the Canadian business was controlled by a WTO investor, a CUSMA investor or a trade agreement investor, an indication of whether the Canadian business is a cultural business as defined in subsection 14.1(6) of the Act.
Investment Canada Regulations — 28
28 If the Canadian business is, immediately before the implementation of the investment, controlled outside of Canada, the country of origin of the ultimate controller.
Investment Canada Regulations — 29
29 In the case of an investment that is referred to in section 11 of the Act to which section 3.1 or 3.6 of these Regulations applies, (a) if only the assets that are used in carrying on a Canadian business are acquired or only control of an entity that carries on a Canadian business is acquired, the value of the aggregate of all assets acquired or of all assets of the entity that carries on the Canadian business, as the case may be, calculated in the manner described in section 3.1 of these Regulations; and (b) if control of an entity that carries on a Canadian business and control of one or more other entities is acquired, directly or indirectly, the value — calculated in the manner described in section 3.1 of these Regulations — of the aggregate of (i) all assets of the entity carrying on the Canadian business and of all other entities in Canada whose control is acquired, directly or indirectly, and (ii) if control of a corporation incorporated outside Canada is acquired, directly or indirectly, all assets of all entities, both inside Canada and outside Canada, whose control is acquired in the same transaction.
Investment Canada Regulations — 30
30 In the case of an investment referred to in section 11 of the Act to which section 3.3 of these Regulations applies, the market capitalization of the acquired entity, its liabilities and its cash and cash equivalents, calculated in each case in the manner described in that section 3.3.
Investment Canada Regulations — 31
31 In the case of an investment referred to in section 11 of the Act to which section 3.4 of these Regulations applies, the total acquisition value of the acquired entity, its liabilities and its cash and cash equivalents, calculated in each case in the manner described in that section 3.4.
Investment Canada Regulations — 32
32 In the case of an investment referred to in section 11 of the Act to which section 3.5 of these Regulations applies, the total acquisition value of the Canadian business acquired, its liabilities and its cash and cash equivalents, calculated in each case in the manner described in that section 3.5.
Investment Canada Regulations — 33
33 In the case of the establishment of a new Canadian business, (a) the projected number of persons to be employed in connection with the new Canadian business at the end of the second full year of operation; (b) the projected total amount to be invested in the new Canadian business during the first two full years of operation; and (c) the projected level of sales or revenues of the new Canadian business during the second full year of operation.
Investment Canada Regulations — 34
34 If the investment falls within any type of business activity set out in Schedule IV, (a) the type of business activity; (b) a description of the business activities carried on by the investor; (c) a description of any business activity carried on by the investor’s ultimate controller, if any, that is similar to any type of business activity listed under paragraph (a); (d) a description of any products that are or will be manufactured or sold and of any services that are or will be provided by the Canadian business; and (e) in the case of an acquisition of control of a Canadian business, the vendor’s legal name and the legal name of the vendor’s ultimate controller, if any.
Investment Canada Regulations — 3
3 Business address of the investor — other than the address of the investor’s legal counsel — and the business address of any person or entity mentioned in item 2, as well as the local mailing address of any person mentioned in that item, excluding in each case any address that is a post office box.
Investment Canada Regulations — 14
14 An indication of whether a foreign state has the power to appoint members to the investor’s board of directors and, if so, the total number of members the state has appointed and the total number they may appoint.
Investment Canada Regulations — 17
17 Annual reports or, if not available, financial statements of the investor for the three fiscal years immediately preceding the implementation of the investment.
Investment Canada Regulations — 18
18 Legal name of the vendor and legal name of the vendor’s ultimate controller, if any.
Investment Canada Regulations — 24
24 Annual reports or, if not available, financial statements of the Canadian business for the three fiscal years immediately preceding the implementation of the investment.
Investment Canada Regulations — 25
25 Description of the business activities that are carried on by the Canadian business, including (a) the locations in Canada where the business is being carried on; (b) the business activities carried on at each location; (c) the number of employees at each location; and (d) the products that are manufactured, sold or exported by the Canadian business, the services that are provided and the codes that are assigned to the products and services by the North American Industry Classification System (NAICS) Canada, 2012, published by authority of the Minister responsible for Statistics Canada, as amended from time to time.
Investment Canada Regulations — 27
27 If the Canadian business is, immediately before the implementation of the investment, controlled outside of Canada, the country of origin of the ultimate controller.
Investment Canada Regulations — 28
28 In the case of an investment that is referred to in subsection 14(1) or 14.1(1.1) of the Act to which section 3.1 or 3.6 of these Regulations applies, (a) if only the assets that are used in carrying on a Canadian business are acquired or only control of an entity that carries on a Canadian business is acquired, the value of the aggregate of all assets acquired or of all assets of the entity that carries on the Canadian business, as the case may be, calculated in the manner described in section 3.1 of these Regulations; and (b) if control of an entity that carries on a Canadian business and control of one or more other entities is acquired, directly or indirectly, the value — calculated in the manner described in section 3.1 of these Regulations — of the aggregate of (i) all assets of the entity carrying on the Canadian business and of all other entities in Canada whose control is acquired, directly or indirectly, and (ii) if control of a corporation incorporated outside Canada is acquired, directly or indirectly, all assets of all entities, both inside Canada and outside Canada, whose control is acquired in the same transaction.
Investment Canada Regulations — 29
29 In the case of an investment referred to in subsection 14.1(1) or 14.11(1) or (2) of the Act to which section 3.3 of these Regulations applies, (a) the market capitalization of the acquired entity, its liabilities and its cash and cash equivalents, calculated in each case in the manner described in that section 3.3; and (b) the most recent quarterly financial statements of the Canadian business on which the enterprise value of the assets of the Canadian business is based.