Voluntary Filing for Foreign Investments

Summary#

These final regulations amend the National Security Review of Investments Regulations under the Investment Canada Act. They add a voluntary pre-implementation filing option for certain foreign investments and set clearer timelines for review — 45 calendar days if the new voluntary filing is used, or up to 5 years after implementation if it is not. The rules came into force on August 2, 2022.

What it does#

• Creates a voluntary filing route for investments that currently do not require a mandatory filing under the Investment Canada Act (for example, some minority or partial acquisitions of businesses operating in Canada).
• Sets the review timing:
  • If the voluntary filing is submitted and the Minister of Industry certifies the information as complete, the government has 45 calendar days to take the first formal step in a national security review.
  • If no voluntary filing is submitted, the government can start a national security review any time within 5 years after the investment is implemented.
• Adds a detailed Schedule to the Regulations listing the information investors should provide in a voluntary filing (basic corporate identity, owners and controllers, links to any foreign state interests, vendor details, funding sources, description of the investment, implementation date, and basic details about the Canadian entity or operations).
• Requires ISED to publish guidance and a voluntary filing form to support the new process.

Who's affected#

• Non-Canadian investors considering investments in Canadian businesses that do not currently require a mandatory filing (e.g., some minority stakes or partial acquisitions).
• Canadian businesses that might receive such investments and want earlier certainty about whether the government will raise national security concerns.
• Innovation, Science and Economic Development Canada (ISED) and the Minister of Industry, who will process voluntary filings and oversee timing for reviews.
• Legal and financial advisers who help prepare filings and investment documents.

Why it matters#

• Investors who use the voluntary filing can get regulatory clarity before they complete an investment, reducing the risk of surprise orders later (such as divestiture or conditions).
• Investors who choose not to file now face a longer window of uncertainty: the government may begin a security review any time within 5 years after their investment is implemented.
• The change is meant to encourage voluntary disclosure, improve government detection of potentially sensitive investments, and speed certainty for deals where parties want it.
• The government estimated the administrative cost impact at under $1 million per year and expects only modest increases in filings; small Canadian businesses are not expected to face new costs and may benefit from faster investment certainty.