SIC means Standard Industrial Classification numbers as set out in Statistics Canada, Standard Industrial Classification, fourth edition, 1980.
Annex I. Schedule of Canada
Sector: All Sectors
Sub-sector:
Industry Classification:
Type of Reservation:
National Treatment (Article 8.3)
Senior Management and Boards of Directors (Article 8.7)
Performance Requirements (Article 8.8)
Measures:
Investment Canada Act, R.S.C. 1985, c. 28 (1st Supp.)
Investment Canada Regulations, SOR/85-611, as qualified by paragraphs 8 through 12 of the Description element
Description:
Investment
1. Under the Investment Canada Act, the following acquisitions of Canadian businesses by a non-Canadian are subject to review by the Director of Investments:
(a) a direct acquisition of a Canadian business with assets of Can$5 million or more;
(b) an indirect acquisition of a Canadian business with assets of Can$50 million or more; and
(c) an indirect acquisition of a Canadian business with assets between Can$5 million and Can$50 million that represent more than 50 percent of the value of the assets of all the entities the control of which is being acquired, directly or indirectly, in the transaction in question.
2. For the purposes of this reservation:
“non-Canadian” means an individual, government or agency thereof or an entity that is not Canadian; and
“Canadian” means a Canadian citizen or permanent resident, a government in Canada or agency thereof, or a Canadian-controlled entity as described in the Investment Canada Act.
3. In addition, the specific acquisition or establishment of a new business in designated types of business activities relating to Canada’s cultural heritage or national identity, which are normally notifiable, may be subject to review if the Governor-in-Council authorises a review in the public interest.
4. An investment subject to review under the Investment Canada Act may not be implemented unless the Minister responsible for the Investment Canada Act advises the applicant that the investment is likely to be of net benefit to Canada. This determination is made in accordance with 6 factors described in the Act, summarised as follows:
(a) the effect of the investment on the level and nature of economic activity in Canada, including the effect on employment, on the use of parts, components and services produced in Canada and on exports from Canada;
(b) the degree and significance of participation by Canadians in the investment;
(c) the effect of the investment on productivity, industrial efficiency, technological development and product innovation in Canada;
(d) the effect of the investment on competition within an industry or industries in Canada;
(e) the compatibility of the investment with national industrial, economic and cultural policies, taking into consideration industrial, economic and cultural policy objectives enunciated by the government or legislature of any province likely to be significantly affected by the investment; and
(f) the contribution of the investment to Canada’s ability to compete in world markets.
5. In making a net benefit determination, the Minister, through the Director of Investments, may review plans under which the applicant demonstrates the net benefit to Canada of the proposed acquisition. An applicant may also submit undertakings to the Minister in connection with a proposed acquisition that is the subject of review. In the event that an applicant fails to comply with an undertaking, the Minister may seek a court order directing compliance or any other remedy authorised under the Investment Canada Act.
6. A non-Canadian who establishes or acquires a Canadian business, other than those that are subject to review as described above must notify the Director of Investments.
7. The Director of Investments will review an “acquisition of control”, as defined in the Investment Canada Act, of a Canadian business by an investor of Korea if the value of the gross assets of the Canadian business is not less than the applicable threshold.
8. The higher review threshold, calculated as set out in paragraph 13, does not apply to an acquisition in the cultural businesses sector.
9. Notwithstanding the definition of “investor of a Party” in Article 8.45, only investors who are nationals of Korea or entities controlled by nationals of Korea as provided for in the Investment Canada Act may benefit from the higher review threshold.
10. An indirect “acquisition of control” of a Canadian business by an investor of Korea in a sector other than those sectors identified in paragraph 8 is not reviewable.
11. Notwithstanding Article 8.8 (Performance Requirements), Canada may impose requirements or enforce a commitment or undertaking in connection with the establishment, acquisition, expansion, conduct or operation of an investment of an investor of Korea or of a non-Party for the transfer of technology, production process or other proprietary knowledge to a national or enterprise, affiliated to the transferor, in Canada in connection with the review of an acquisition of an investment under the Investment Canada Act.
12. Except for requirements, commitments or undertakings relating to technology transfer as set out in paragraph 11 of this reservation, Article 8.8 (Performance Requirements) applies to requirements, commitments or undertakings imposed or enforced under the Investment Canada Act. Article 8.8 (Performance Requirements) shall not apply to any requirement, commitment or undertaking imposed or enforced in connection with a review under the Investment Canada Act to locate production, carry out research and development, employ or train workers, or construct or expand particular facilities, in Canada.
13. For an investor of Korea, the applicable threshold for review is Can$354 million for 2014. In January of each subsequent year the amount will be determined by the Minister using the following formula:
Annual Adjustment =
(Current Nominal GDP at Market Prices ÷ Previous Year Nominal GDP at Market Prices) x amount determined for previous year
"Current Nominal GDP at Market Prices" means the average of the Nominal Gross Domestic Products at Market Prices for the most recent 4 consecutive quarters.
"Previous Year Nominal GDP at Market Prices" means the average of the Nominal Gross Domestic Products at Market Prices for the 4 consecutive quarters for the comparable period in the year preceding the year used in calculating the Current Nominal GDP at Market Prices.
For the above-mentioned purposes, the amounts will be rounded to the nearest million dollars.
Sector: All Sectors
Sub-sector:
Industry Classification:
Type of Reservation:
National Treatment (Article 8.3)
Senior Management and Boards of Directors (Article 8.7)
Measures: As set out in the Description element.
Description: Investment
1. Canada or a province or territory, when selling or disposing of its equity interests in, or the assets of, an existing state enterprise or an existing governmental entity, may prohibit or impose limitations on the ownership of such interests or assets and on the ability of owners of such interests or assets to control a resulting enterprise by investors of Korea or of a non-party or their investments. With respect to such a sale or other disposition, Canada or a province or territory may adopt or maintain a measure relating to the nationality of senior management or members of the board of directors.
2. For the purposes of this reservation:
(a) a "measure" adopted or maintained after the date of entry into force of this Agreement that, at the time of sale or other disposition, prohibits or imposes a limitation on the ownership of equity interests or assets or imposes a nationality requirement described in this reservation is an existing measure; and
(b) "state enterprise" means an enterprise owned or controlled through ownership interests by Canada or a province or territory, and includes an enterprise established after the date of entry into force of this Agreement solely for the purposes of selling or disposing of equity interests in, or the assets of, an existing state enterprise or governmental entity.
Sector: All Sectors
Sub-sector:
Industry Classification:
Type of Reservation: National Treatment (Article 8.3)
Measures:
Canada Business Corporations Act, R.S.C. 1985, c. C-44
Canada Business Corporations Regulations, 2001, SOR/2001-512
Canada Cooperatives Act, S.C. 1998, c.1
Canada Cooperatives Regulations, SOR/99-256
Description: Investment
1. A corporation may place constraints on the issue, transfer and ownership of shares in a federally incorporated corporation. The object of those constraints is to permit a corporation to meet Canadian ownership or control requirements, under certain laws set out in the Canada Business Corporations Regulations, 2001, in sectors where Canadian ownership or control is required as a condition to receive licences, permits, grants, payments or other benefits. In order to maintain certain Canadian ownership levels, a corporation is permitted to sell shareholders’ shares without the consent of those shareholders, and to purchase its own shares on the open market.
2. The Canada Cooperatives Act provides that constraints may be placed on the issue or transfer of investment shares of a cooperative to a person not resident in Canada, to permit cooperatives to meet Canadian ownership requirements to obtain a licence to carry on a business, to become a publisher of a Canadian newspaper or periodical or to acquire investment shares of a financial intermediary and in sectors where Canadian ownership or control is a required condition to receive licences, permits, grants, payments and other benefits. Where the ownership or control of investment shares would adversely affect the ability of a cooperative to maintain a level of Canadian ownership or control, the Canada Cooperatives Act provides for the limitation of the number of investment shares that may be owned or for the prohibition of the ownership of investment shares.
3. For the purposes of this reservation Canadian means “Canadian” as defined in the Canada Business Corporations Regulations, 2001 or in the Canada Cooperatives Regulations.
Sector: All Sectors
Sub-sector:
Industry Classification:
Type of Reservation: Senior Management and Boards of Directors (Article 8.7)
Measures:
Canada Business Corporations Act, R.S.C. 1985, c. C-44
Canada Business Corporations Regulations, 2001, SOR/2001-512
Canada Cooperatives Act, S.C. 1998, c.1
Canada Cooperatives Regulations, SOR/99-256
Canada Corporations Act, R.S.C. 1970, c. C-32
Special Acts of Parliament incorporating specific companies
Description: Investment
1. The Canada Business Corporations Act requires, for most federally incorporated corporations, that 25 percent of directors be resident Canadians and, if such corporations have fewer than four directors, at least one director must be a resident Canadian. As provided in the Canada Business Corporations Regulations, 2001, a simple majority of resident Canadian directors is required for corporations in the following sectors: uranium mining; book publishing or distribution; book sales, if the sale of books is the primary part of the corporation’s business, and film or video distribution. Similarly, corporations that, by an Act of Parliament or Regulation, are individually subject to minimum Canadian ownership requirements are required to have a majority of resident Canadian directors.
2. For the purposes of the Canada Business Corporations Act, "resident Canadian" means an individual who is a Canadian citizen ordinarily resident in Canada, a citizen who is a member of a class set out in the Canada Business Corporations Regulations, 2001, or a permanent resident as defined in the Immigration and Refugee Protection Act other than a permanent resident who has been ordinarily resident in Canada for more than 1 year after becoming eligible to apply for Canadian citizenship.
3. In the case of a holding corporation, not more than 1/3 of the directors need be resident Canadians if the earnings in Canada of the holding corporation and its subsidiaries are less than 5 percent of the gross earnings of the holding corporation and its subsidiaries.
4. The Canada Cooperatives Act requires that not less than two-thirds of the directors be members of the cooperative. At least 25 percent of directors of a cooperative must be resident in Canada; if a cooperative has only three directors, at least one director must be resident in Canada.
5. For the purposes of the Canada Cooperatives Act, a resident of Canada is defined in the Canada Cooperatives Regulations as an individual who is a Canadian citizen and who is ordinarily resident in Canada; a Canadian citizen who is ordinarily resident in Canada and who is a member of a class set out in the Canada Cooperatives Regulations, or a permanent resident as defined in the Immigration and Refugee Protection Act other than a permanent resident who has been ordinarily resident in Canada for more than one year after becoming eligible to apply for Canadian citizenship.
6. Under Part IV of the Canada Corporations Act, a simple majority of the elected directors of a Special Act corporation must be resident in Canada and citizens of a Commonwealth country. This requirement applies to every joint stock company incorporated subsequent to 22 June 1869 by any Special Act of Parliament.
Sector: All Sectors
Sub-sector:
Industry Classification:
Type of Reservation: National Treatment (Article 8.3)
Measures:
Citizenship Act, R.S.C. 1985, c. C-29
Foreign Ownership of Land Regulations, SOR/79-416
Description: Investment
1. The Foreign Ownership of Land Regulations are made pursuant to the Citizenship Act and the Agricultural and Recreational Land Ownership Act, RSA 1980, c. A-9. In Alberta, an ineligible person or foreign-owned or -controlled corporation may only hold an interest in controlled land consisting of a maximum of 2 parcels containing, in the aggregate, a maximum of 20 acres.
2. For the purposes of this reservation:
ineligible person means:
(a) a natural person who is not a Canadian citizen or permanent resident;
(b) a foreign government or foreign government agency; or
(c) a corporation incorporated in a country other than Canada;
controlled land means land in Alberta but does not include:
(a land of the Crown in right of Alberta;
(b) land within a city, town, new town, village or summer village; and
(c) mines or minerals.
Sector: All Sectors
Sub-sector:
Industry Classification:
Type of Reservation: National Treatment (Article 8.3)
Measures:
Air Canada Public Participation Act, R.S.C. 1985, c. 35 (4th Supp.)
Canadian Arsenals Limited Divestiture Authorization Act, S.C. 1986, c. 20
Eldorado Nuclear Limited Reorganization and Divestiture Act, S.C. 1988, c. 41
Nordion and Theratronics Divestiture Authorization Act, S.C. 1990, c. 4
Description: Investment
1. A “non-resident” or “non-residents” may not own more than a specified percentage of the voting shares of the corporation to which each Act applies. For some companies the restrictions apply to individual shareholders, while for others the restrictions may apply in the aggregate. If there are limits on the percentage that an individual Canadian investor can own, these limits also apply to non-residents. The restrictions are as follows:
Air Canada: 25 percent in the aggregate;
Cameco Limited (formerly Eldorado Nuclear Limited): 15 percent per non-resident natural person, 25 percent in the aggregate;
Nordion International Inc.: 25 percent in the aggregate;
Theratronics International Limited: 49 percent in the aggregate; and
Canadian Arsenals Limited: 25 percent in the aggregate.
2. For the purposes of this reservation, "non-resident" includes:
(a) a natural person who is not a Canadian citizen and not ordinarily resident in Canada;
(b) a corporation incorporated, formed or otherwise organised outside Canada;
(c the government of a foreign State or a political subdivision of a government or foreign State , or a person empowered to perform a function or duty on behalf of such a government;
(d) a corporation that is controlled directly or indirectly by a person or an entity referred to in subparagraphs (a) through (c);
(e) a trust:
(i) established by a person or an entity referred to in subparagraphs (b) through (d), other than a trust for the administration of a pension fund for the benefit of natural persons the majority of whom are resident in Canada, or
(ii) in which a person or an entity referred to in subparagraphs (a) through (d) has more than 50 percent of the beneficial interest; and
(f) a corporation that is controlled directly or indirectly by a trust referred to in subparagraph (e).
Sector: All Sectors
Sub-sector: Industry Classification:
Type of Reservation: Local Presence (Article 9.5)
Measure: Export and Import Permits Act, R.S.C. 1985, c. E-19
Description: Cross-Border Trade in Services
Only a natural person ordinarily resident in Canada, an enterprise with its head office in Canada or a branch office in Canada of a foreign enterprise may apply for and be issued an import or export permit or transit authorisation certificate for a good or related service subject to controls under the Export and Import Permits Act.
Sector: Business Service Industries
Sub-sector: Customs Brokers
Industry Classification:
SIC 7794 Customs Brokers
CPC 749 Other supporting and auxiliary transport services
Type of Reservation:
National Treatment (Article 9.2)
Local Presence (Article 9.5)
Senior Management and Boards of Directors (Article 8.7)
Measures:
Customs Act, R.S.C. 1985, c. 1 (2nd Supp.)
Customs Brokers Licensing Regulations, SOR/86-1067
Description: Cross-Border Trade in Services and Investment
To be a licensed customs broker in Canada: