Key Takeaways From The Annual Report On The Administration Of The Investment Canada Act For Fiscal Year 2024–25

The Annual Report on the administration of the Investment Canada Act ("ICA") for fiscal year 2024-25 (April 1, 2024 through March 31, 2025) was published by the Government of Canada on February 16, 2026. The report confirms a continuation and further entrenchment of recent trends: sustained filing volumes, longer and more complex national security reviews and the initial operationalization of significant legislative reforms introduced through Bill C-34.

Filing Volumes Remain High

During the 2024-25 fiscal year, there were 1,138 filings under the ICA, representing the third‑highest total on record and marking the fourth consecutive year in which filings exceeded 1,000.

Of these filings:

• 10 applications for net benefit review were approved as being of likely net benefit to Canada; and
• 1,128 notifications were certified, including 240 notifications relating to the establishment of new Canadian businesses.

In value terms, investments reviewed under the ICA in fiscal year 2024-25 totalled $132.5 billion, the second‑highest total ever recorded.

The majority (60.4 percent) of filings related to investments from the United States, consistent with past years. The second most significant source of investments was the European Union, which accounted for 21.8 percent of all filings. The third most significant source was the United Kingdom, which accounted for 5.6 percent of all filings. As such, investors controlled from either the United States, European Union or the United Kingdom were responsible for more than four‑fifths (83.4 percent) of all filings.

Investments from the People's Republic of China ("PRC") rose as a share of all investments to 3.9 percent in 2024-25, up from 3.2 percent in 2023-24.

Filings involving a state-owned or state-influenced investor accounted for 1.1 percent of all filings certified.

Net Benefit Reviews: Fewer in Number, Longer in Duration

Consistent with recent years, net benefit reviews remained rarer than in the previous decade, with only 10 in 2024-25.

The average length of a net benefit review was 102 days, significantly exceeding the 69‑day average reported for 2023-24. The report notes, however, that this increase was driven by two unusually long reviews that were extended with investor consent. If those two outliers are excluded, the average review period was 83 days, broadly consistent with historical norms and not indicative of a structural shift in net benefit review timelines.

National Security Reviews: Complexity and Duration Continue to Increase

The report confirms a continued escalation in national security scrutiny under the ICA.

In 2024-25, 30 investments were subject to extended national security reviews, up from 26 in 2023-24 (a 13.3 percent year-over-year increase), which is the second-highest total on record. The average length of an extended national security review in 2024-25 was 155 days. The outcomes of these 30 reviews included:

• 14 investments concluding with no further action;
• 9 investments withdrawn by the investor;
• 6 investments permitted to proceed on the basis of undertakings provided to the Minister of Industry, with the concurrence of the Minister of Public Safety; and
• 1 investment resulting in a Governor in Council order directing the wind‑up of the Canadian business.

Investors ultimately controlled from the PRC continued to account for a significant share of investments subject to extended national security review, with affected transactions spanning a wide range of sectors, including mining, pharmaceuticals, financial services, aviation, data processing and computer systems design.

Policy Developments in 2024-25

Updated Guidelines on the National Security Review of Investments

In March 2025, the Government of Canada published updated Guidelines on the National Security Review of Investments. Notably, the Guidelines were updated to:

• Emphasize economic security as a core component of national security analysis;
• Incorporate Canada's new Sensitive Technology List, replacing the prior Annex A; and
• Highlight risks arising from the enhanced integration of Canadian businesses into the economies of foreign states.

These changes reinforce the importance of early risk assessment for transactions involving sensitive technology or a state‑owned or state-influenced investor.

Coming into force of certain provisions of Bill C-34

Bill C-34, which received Royal Assent on March 22, 2024, represents the most significant amendment to the ICA since the introduction of national security review provisions in 2009. Key provisions of Bill C-34 that came into force on September 3, 2024 include:

• Expanded ministerial authority to extend national security reviews;
• Ministerial authority to impose interim conditions during a review;
• Ministerial authority to conclude reviews because of written undertakings submitted by the investor;
• Enhanced ministerial authority to share information with international counterparts; and
• Clarifications to factors relating to intellectual property funded by the Government of Canada and the protection of Canadians' personal information that the Minister of Industry will consider in making a net benefit determination.

Other amendments, including a pre-closing filing requirement for investments in sensitive sectors, increased penalty amounts for non-compliance and enhanced scrutiny for investors with corruption convictions, will be brought into force by either regulatory amendments or an interpretation note.

Critical Minerals: Net Benefit Approval Only in Exceptional Circumstances

The report also highlights the Ministerial Statement on Net Benefit Reviews of Canadian Critical Minerals Companies that was issued in July 2024. The statement clarified that acquisitions of large Canadian-headquartered companies engaged in significant critical minerals operations will be found to be of net benefit to Canada only "in the most exceptional of circumstances".

Takeaways for Investors

The report confirms that Canada remains open to foreign investment, particularly investment originating from "allied jurisdictions". At the same time, it reflects a regulatory environment in which:

• National security review risk must be assessed early, including for minority and non‑control investments;
• Review timelines grow increasingly longer and less predictable, particularly in sensitive sectors; and
• The practical implications of Bill C-34 are beginning to be felt in live transactions.

Fasken's Competition, Marketing & Foreign Investment Group is closely monitoring these developments.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.