Investing in Canada at scale: the Investment Canada Act, national security review, sector limits and the approvals a large project needs
Canada is open to large foreign investment and it is procedural about it. Most of the procedure is a filing, not a barrier, if it is planned from the start.
The short answer
- Every acquisition of control of a Canadian business by a non-Canadian is either notified or reviewed under the Investment Canada Act. Starting a new business in Canada is a notification.
- Net benefit review applies above thresholds set each year: for 2026, CAD 1.452 billion in enterprise value for private investors from WTO members, CAD 2.179 billion for investors from trade agreement partners, CAD 578 million in asset value for state-owned enterprises.
- National security review can apply to any investment at any size, and a 45 day window runs from the filing.
- Large projects in energy, minerals, ports and nuclear now have one federal window: the Major Projects Office.
The Investment Canada Act
Two paths. A notification, filed before or within 30 days after closing, for a new Canadian business or an acquisition below the threshold. An application for net benefit review, with pre-closing approval by the Minister, for direct acquisitions of control above the threshold. The 2026 thresholds published in the Canada Gazette in January 2026: CAD 1.452 billion enterprise value (private sector investors from WTO members), CAD 2.179 billion (investors from countries with a Canadian trade agreement such as CUSMA, CETA and CPTPP partners), CAD 578 million asset value (state-owned or state-influenced investors), and CAD 5 million direct or CAD 50 million indirect for cultural businesses and non-WTO investors. Source: ISED, thresholds. Recent amendments add mandatory pre-closing filings in sensitive sectors regardless of size once the regulations are final; read the current page.
National security review
Separate from net benefit. The government can review any investment by a non-Canadian, including minority stakes, if it may be injurious to national security. A notification or application starts a 45 day period in which that review can be ordered; an ordered review can run 200 days or more. Plan the timeline around it for anything in critical minerals, infrastructure, sensitive technology or personal data.
Competition Act
Mergers above the size-of-transaction and size-of-parties thresholds need advance notification to the Commissioner of Competition (the size-of-transaction threshold is CAD 93 million for 2026, unchanged for a fifth year per the published figures); the Bureau can review any merger for a year after closing. Counsel runs this alongside the ICA filing.
Sector limits and the provinces
Foreign ownership limits exist in banking, telecommunications, broadcasting, airlines and some cultural industries; land ownership rules vary by province (some limit farmland); residential property purchases by non-Canadians have been restricted federally since 2023 with exemptions. Energy and resource projects carry provincial and federal environmental assessment, Indigenous consultation obligations and permits of their own.
The Major Projects Office
Created under the Building Canada Act in 2025, the office is one federal window for projects of national interest: it coordinates reviews and helps structure financing with the Canada Infrastructure Bank, the Canada Growth Fund and Indigenous loan guarantees, with a stated aim of getting critical minerals projects to final investment decision within two years. Tranches referred so far include LNG Canada Phase 2, the Darlington new nuclear project, port expansions in Montreal and Vancouver and a set of nickel, copper, graphite and tungsten mines. See what Canada is building.
The sequence we run
- Structure: the Canadian acquisition or holding entity, with tax advice on where it sits.
- Screen: ICA path, national security exposure, Competition Act, sector limits, provincial rules, on one page before any term sheet.
- File: notification or application, with the Competition Act filing where needed.
- Finance: incentives and credits (see the programmes directory) only after the base case works without them.
- Land: entity, bank, tax accounts, people, site, through The Accounting Doc and the group.
For Gulf capital, Pinnacle Wealth Advisory structures the UAE side.
Checklist
- ICA path identified: notification or review
- National security exposure assessed with counsel
- Competition Act thresholds checked
- Sector and provincial limits checked
- Timeline includes the 45 day window
- Incentives assessed after the base case
- Canadian entity and bank sequence started
Mistakes we see
- Signing before the ICA screen
- Counting an incentive in the business case before eligibility
- Treating national security review as only for defence companies
- A timeline with no room for a 200 day review
Sources
WeOpen.ca is an independent initiative, not a government agency. Programmes and rules are named for context; the official pages in force prevail over anything on this page, and eligibility is confirmed by a qualified adviser. Checked 13 November 2026.