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The 2026 updates to the notification thresholds under Investment Canada Act (the "ICA") have been announced. While the Competition Act notification threshold updates have not yet been confirmed, as discussed below, we expect that the Competition Act thresholds will remain unchanged from 2025.
This bulletin provides an overview of Canada's merger notification thresholds.1
Competition Act
Notification Thresholds
The Competition Act requires advance notification to the Commissioner of Competition when a transaction exceeds two monetary thresholds, as described below:
- "Size-of-target": where the target had assets in Canada or revenues from sales in, from or into Canada (domestic sales, exports and sales into Canada) exceeding C$93 million during the previous fiscal year (unchanged so far in 2026 and has remained constant since 2021)2
- "Size-of-parties": where the buyer and affiliates, plus target/vendor and affiliates have assets in Canada or revenues from sales in, from or into Canada (domestic sales plus exports and imports) exceeding C$400 million during the previous fiscal year (unchanged in 2026 and has remained constant since 1986).
Filing Fee
The Competition Bureau's filing fee for submitting a merger notification or request for an Advance Ruling Certificate currently is C$88,690.45. This fee represents an increase of approximately 2.7% from the C$86,358.76 fee in 2025 and is subject to annual revision, typically in April of each year.
Investment Canada Act
Background and Net Benefit Threshold Updates
Every time that a non-Canadian investor acquires control of a Canadian business or establishes a new Canadian business, the ICA requires that a non-Canadian investor file either a notification or an application for review. There is no filing fee associated with either of these filings.
Currently, investors have the option to file notifications on a pre- or post-closing basis. However, recent amendments not yet in force will require that investments into certain, yet-to-be-defined Canadian businesses to be accompanied by pre-closing notifications to allow the government to consider national security implications of such investments pre-closing.
The Foreign Investment Review and Economic Security Branch (FIRES), led by the Minister of Industry, reviews acquisitions of control of the most valuable Canadian businesses to examine whether the proposed transactions would be of likely net benefit to Canada, except with respect to the net benefit reviews of Canadian cultural businesses, which are administered by the Minister of Canadian Heritage. The Minister must confirm that such an investment is of "net benefit to Canada" after considering any undertakings provided by the investor that provide assurances about the expected benefits.
Investors from countries with most-favored-nation ("MFN") treatment under Canada's free trade agreements ("Trade Agreement Investors"), including the EU member states, the United States, Australia, Brunei, Chile, Colombia, Honduras, Japan, Malaysia, Mexico, New Zealand, Panama, Peru, Singapore, South Korea, the United Kingdom and Vietnam, that are not State-Owned Enterprises ("SOEs") are generally required to file a pre-closing application for review and approval when they directly acquire control of a non-cultural Canadian business if the enterprise value of the target exceeds C$2.179 billion for 2026. This represents a 4.8% increase from the C$2.079 billion threshold for 2025 (which represented a 4.5% increase from the C$1.989 billion threshold for 2024). This threshold also applies in respect of an investment to acquire control of a Canadian business that was, immediately prior to the investment, controlled by an investor from one of these countries.
Investors classified as "WTO Investors," where the principal shareholders are a non-SOE investor based in a state that is a member of the World Trade Organization, also benefit from a high threshold of C$1.452 billion for 2026 for direct acquisitions of non-cultural Canadian businesses. This represents a 4.8% increase from the C$1.386 billion threshold for 2025 (which represented a 4.5% increase from the C$1.326 billion threshold for 2024). This threshold also applies in respect of an investment to acquire control of a Canadian business that was, immediately prior to the investment, controlled by an investor from one of these countries.
SOE investors, regardless of their country of origin, are subject to an asset size test for direct acquisitions, which is based on the target's business in Canada. The 2026 asset size threshold is C$578 million. This represents a 4.9% increase from the C$551 million threshold in 2025 (which represented a 4.4% increase from the C$528 million threshold in 2024). Additionally, new amendments not yet in effect will expand the Governor in Council's ("GIC") powers to permit the GIC, on the recommendation of the Minister of Industry, to order a net benefit review of any investments by non-trade agreement investor SOEs.
The asset size thresholds for investments involving Non-WTO Investors and for investments in Canadian cultural businesses remain at C$5 million for direct acquisitions and C$50 million for indirect acquisitions.
National Security Reviews
The ICA also contains a national security review regime. Any investment, including the acquisition of a minority interest in a Canadian business, by a non-Canadian investor in a business with Canadian operations that "may be injurious to national security" can trigger a national security review. The government has 45 days following certification of an investor's notification or application for review under the ICA to start a national security review process. For investments that are not notifiable or reviewable (and for investments that are not voluntarily notified), the government has a 5-year look back window to initiate a national security review if the investor did not submit a voluntary notice.
Investments that have been the subject of national security reviews have most commonly involved industries relating to technology/computer systems, mining (likely involving critical minerals), manufacturing, scientific research and development services. This reflects the government's focus on technology that has informed the issuance of guidance including the Sensitive Technology List.[3]
Additional Background on Merger Thresholds in Canada
- Thresholds Chart: Please see our Canadian Competition Act and Investment Canada Act Thresholds Chart which summarizes the 2026 thresholds and filing fees.
Please contact any member of McMillan's Competition and Foreign Investment Group if you have questions about how a transaction may implicate Canada's Competition Act or Investment Canada Act. We would be very pleased to explore whether your proposed transaction exceeds relevant thresholds for notification and review, and also to consider any national security or substantive competition law risks related to transaction under consideration.
Footnotes
1 McMillan's Competition and Foreign Investment Group would like to thank Laura Kabbabe (articling student) for her assistance in preparing this bulletin.
2 Historically, the size-of-target threshold changed each year in line with the year over year changes to Canada's nominal GDP. However, starting in 2022, the Minister of Industry began using a discretionary power to maintain the threshold at its current amount. Specifically, in February 2022 and February 2023, the Minister made formal announcements that maintained the size-of-target threshold at C$93 million. Then, in February 2024, along with the Minister making the decision to once against keep this threshold at C$93 million, Innovation, Science and Economic Development Canada (ISED) released a backgrounder on the "Merger notification threshold" explaining the government's rationale for keeping this threshold unchanged, namely to "help ensure that significant transactions in all sectors of the economy are reviewed in advance by the Commissioner of Competition to determine if they are likely to prevent or lessen competition substantially". In 2025, while there was no publicized decision by the Minister to keep the threshold at C$93 million, the threshold remained unchanged that year. There is an expectation that the threshold will remain at C$93 million again for 2026.
3 Minister of Public Safety, Sensitive Technology List. Available here.
The foregoing provides only an overview and does not constitute legal advice. Readers are cautioned against making any decisions based on this material alone. Rather, specific legal advice should be obtained.
© McMillan LLP 2025
