Infrastructure Investment in Canada: Key Market, Legal and Regulatory Considerations

This chapter was originally published in Competing for Capital, a global report produced by the Global Infrastructure Investor Association (GIIA) in collaboration with Freshfields that examines the investment landscape and regulatory environment for infrastructure investment across 10 major jurisdictions. Access the full report: https://giia.net/competing-for-capital/.

Canada offers a mature and attractive market for private infrastructure investment, supported by significant public funding, targeted tax incentives and a well-established public-private partnership market. At the same time, investors must navigate a complex regulatory framework that includes foreign investment review, competition law, national security screening, and sector-specific approvals. Understanding how these legal and policy frameworks interact is critical to assessing project risk, transaction timelines, and long-term investment returns.

As governments around the world compete to attract long-term private capital, Canada continues to invest in infrastructure, energy and critical minerals through new public funding initiatives, project delivery reforms and incentives designed to accelerate private investment. These opportunities are accompanied by an evolving legal and regulatory landscape that can influence project development, regulatory approvals, and transaction execution.

Whether evaluating a new investment, bidding on a public-private partnership or financing major infrastructure assets, understanding Canada's legal and regulatory framework is essential to managing risk and delivering successful projects. Investors must consider not only where opportunities exist, but also how government policy, risk allocation, regulatory oversight, and approval processes can affect project outcomes and long-term returns.

Part 1: Investment Landscape

Government policies, pipeline transparency, risk allocation, and recent legal and regulatory change

Summary of Investment Context

Canada's approach to infrastructure investment has entered a distinct new phase. Against a backdrop of prolonged underinvestment, rising global competition for long-duration capital and increasing geopolitical and trade uncertainty, the Carney government has placed renewed and explicit emphasis on attracting large-scale private and institutional capital to deliver the next generation of nationally critical infrastructure.

This shift reflects both fiscal necessity and strategic intent: public balance sheets alone are no longer sufficient to address Canada's infrastructure deficit, while timely delivery of major projects is increasingly viewed as central to economic resilience, trade diversification, energy security and long-term competitiveness.

We set out below the key features of the Canadian market, explaining how the various support mechanisms contribute to favourable risk allocation and predictable investment returns, and exploring recent and upcoming changes and the impact these are likely to have on investment in the infrastructure sector.

Key Government Policies and Regulation Attracting Private Capital

Rather than relying on a single dominant model, Canada's approach reflects a layered strategy (combining economic regulation, revenue support, direct public co-investment and delivery reform) aimed at reshaping risk allocation so that projects fall within the investment parameters of long-term institutional capital.

Economic Regulation

Economic regulation remains one of the most effective pillars of Canada's infrastructure investment framework where it applies. Regulated electricity and gas transmission and distribution assets continue to provide predictable, cost-of-service or incentive-based returns overseen by independent provincial regulators, supporting stable cash flows and investment-grade leverage, characteristics closely aligned with the requirements of long-term institutional investors, including Canada's own public pension funds.

The structural limitation, however, is significant. The government's current priorities increasingly lie outside the scope of traditional regulated utility models. Large ports, trade and energy corridors, critical minerals infrastructure, and carbon transportation and storage networks generally lack embedded regulatory revenue frameworks and face combinations of market, construction and policy risk that are difficult to address through conventional regulation. Extending RAB-type models to these asset classes has proven challenging, both technically and politically, particularly where cost recovery through user charges would raise affordability concerns.

Canada's well-established public-private partnership model addresses some of these gaps. P3s remain highly effective for social infrastructure and certain transport assets but are less well suited to the scale, complexity and strategic nature of projects now prioritised at the federal level. In this context, neither regulated utilities nor classic P3 structures alone can deliver the volume and pace of investment now sought.

• Effectiveness: The regulated utility framework delivers the stable cash flows and leverage ratios that institutional capital requires and continues to underpin steady investment in network infrastructure. Where it applies, it is among the most reliable investment frameworks in the cohort.
• Challenges: The framework is effective but narrow. For greenfield, nation-building projects, investors must rely on bespoke contractual structures rather than standardised regulatory regimes, increasing transaction complexity, elevating development risk and constraining the depth of capital willing to participate without additional public-sector support.

Revenue Support and Tax Incentives

Revenue support has increasingly taken the form of tax-based incentives, particularly through the Clean Economy Investment Tax Credits enacted and expanded under Budget 2025 and Bill C-15. These measures are explicitly designed to improve project economics, enhance Canada's competitiveness relative to peer jurisdictions — principally the United States — and mobilise private capital for clean and transition-related infrastructure. For investors, investment tax credits can materially reduce effective capital at risk and improve after-tax returns, particularly for capital-intensive and first-of-a-kind projects. They are legislated, generally transparent, and capable of being incorporated into financial models with a reasonable degree of certainty.

The Canada Growth Fund complements the tax credit regime by targeting policy-driven market risks (particularly in clean growth and industrial transformation) through instruments such as contracts for difference and guarantees, designed to stabilise revenues where future regulatory or pricing outcomes are uncertain.

• Effectiveness: Investment tax credits form an important component of the government's broader capital-attraction strategy, improving project economics in a manner that is legislated and modellable, a meaningful advantage over discretionary support instruments. The Growth Fund's CfD instruments improve bankability for projects facing policy-driven revenue uncertainty.
• Challenges: Tax credit eligibility rules are detailed and continue to evolve through administrative guidance, creating structuring complexity for large, multi-asset projects. More significantly, many credits are scheduled to phase down or expire before the completion of construction for major greenfield projects, whose timelines are extended by permitting, procurement and consultation processes — limiting their effectiveness in underwriting long-duration investments and reducing their capacity to support financing certainty at financial close. For institutional investors with limited taxable income, additional structuring is often required to monetise credits, further increasing complexity.

Government Investment

Direct government investment has become a central mechanism through which Canada seeks to reshape risk allocation and attract institutional capital at scale. The Canada Infrastructure Bank ("CIB"), recapitalised to C$45 billion under Bill C-15, plays a pivotal role: through subordinated capital, equity-like instruments, long-tenor loans and tailored risk-sharing arrangements, the CIB absorbs risk layers that private investors are structurally unwilling to price — including early-stage development risk, uncertain demand profiles and policy-driven revenue exposure. Beyond the quantum of capital deployed, CIB participation signals federal commitment and catalyses additional private and institutional investment alongside it.

The most significant recent development is the announcement on 27 April 2026 of Canada's first sovereign wealth fund the Canada Strong Fund, seeded with approximately C$25 billion in public capital and mandated to invest alongside private investors in major Canadian projects on a commercial basis. The fund is intended to complement existing platforms including the CIB and the Canada Growth Fund, while providing a permanent, arm's-length source of patient capital focused on nation-building infrastructure. Provincial initiatives — including Ontario's Build Ontario Fund and comparable vehicles in Québec and Alberta — pursue similar objectives at the sub-national level.

• Effectiveness: Public co-investment vehicles are particularly effective at catalysing private capital for first-of-a-kind, capital-intensive or transition-critical projects where private risk appetite alone would be insufficient or prohibitively expensive. The CIB's subordinated capital position and bespoke risk-sharing structures make it a genuine enabler rather than simply a provider of lower-cost debt.
• Challenges: These vehicles function as financing platforms rather than pipelines — investors must engage proactively with the CIB, the Growth Fund and the Canada Strong Fund as institutional counterparties, rather than relying on a steady flow of procurement-ready opportunities. The Canada Strong Fund, announced in April 2026, is at an early stage; its governance, investment criteria and co-investment terms have not yet been fully defined.

Policy and Operational Regulation

Recognising that capital attraction is inseparable from execution certainty, the Carney government has placed renewed emphasis on approvals coordination and delivery reform. The Major Projects Office ("MPO"), established under the Building Canada Act, is intended to provide a single federal coordination point for projects designated as being in the national interest, improving clarity around timelines, approvals pathways and federal priorities, and reducing the fragmented decision-making that has historically undermined investor confidence in Canadian infrastructure delivery.

Parallel reforms at the provincial level including British Columbia's Infrastructure Projects Act, Alberta's expedited approvals initiatives and Ontario's "Build Faster" agenda, reflect similar priorities across the federation.

• Effectiveness: The MPO's public identification of designated projects represents an important signalling function, helping investors distinguish between policy ambition and projects that have reached a level of federal prioritisation sufficient to anchor investment planning.
• Challenges: Both the MPO and provincial reform programmes are at an early stage of implementation, and their practical impact on project timelines will depend on institutional resourcing and administrative follow-through. Regulatory delay and unpredictability remain the binding constraints on institutional investment in Canadian greenfield infrastructure, and legislative intent does not automatically translate into faster approvals at the project level.

Indigenous Participation and Investment Alignment

Indigenous participation has become an essential and legally grounded component of Canada's infrastructure investment model, particularly for large, greenfield and nation-building projects. At the core of this framework is section 35 of the Constitution Act, 1982, which recognises and affirms Aboriginal and treaty rights. Canadian courts have consistently held that when the Crown contemplates conduct that may adversely affect asserted or established Indigenous rights including regulatory approvals, permitting decisions or project funding, it owes a constitutional duty to consult and, where appropriate, accommodate affected Indigenous groups. This duty is triggered early in project development, well before construction, and its scope increases with the potential severity of the impact on Indigenous rights.

This legal framework has driven an evolution from consultation-only approaches toward deeper forms of Indigenous participation, increasingly including equity ownership. Equity participation is not legally mandated but has emerged as a practical mechanism to support meaningful accommodation, align long-term interests and reduce the risk of dispute over the life of an asset.

Recognising structural barriers to Indigenous access to capital, including constraints arising from the Indian Act and the inability to pledge reserve land as collateral, the federal government has introduced the Indigenous Loan Guarantee Program, administered by the Canada Indigenous Loan Guarantee Corporation, providing up to C$10 billion in loan guarantees to enable Indigenous groups to obtain commercial financing for equity investments in major projects. Provincial governments have complemented this with their own loan guarantee programmes, increasingly designed to be stackable with federal guarantees.

• Effectiveness: Projects with clear Indigenous partnership structures are perceived by investors as carrying stronger social licence, lower political and legal risk and greater long-term stability — attributes that directly affect financing cost and project bankability. The Indigenous Loan Guarantee Program materially improves financing terms and makes Indigenous equity participation feasible at scale.
• Challenges: Projects that fail to adequately engage Indigenous communities at an early-stage face heightened risk of delay, litigation or regulatory reversal — all of which materially undermine project economics and financing certainty. The constitutional duty to consult is triggered early and its scope is determined through litigation rather than formula, creating an inherent degree of uncertainty that investors must build into project development timelines and risk assessments.

Infrastructure Pipeline

Canada does not operate a single, consolidated, forward-looking national infrastructure pipeline. This is a structural gap that limits its ability to attract foreign direct investment at scale compared to peer jurisdictions with more mature pipeline tools. Pipeline information is dispersed across federal departments, Crown corporations, provinces and municipalities, and must be triangulated from multiple sources that differ materially in level of detail, frequency of update and degree of accessibility to international investors.

Visibility has improved for projects that have secured funding or government support. Budget announcements, programme-specific disclosures and the MPO's public identification of designated projects provide a meaningful signalling function — helping investors distinguish federal policy ambition from projects that have reached a level of prioritisation sufficient to anchor capital planning.

However, this transparency is concentrated at the back end of the pipeline: projects tend to become visible only once key policy decisions have been made and funding envelopes identified. Earlier-stage projects, where scope, risk allocation and capital structure are still being shaped, remain comparatively opaque, precisely the stage at which private capital could play the greatest additional role.

Provincial governments publish multi-year capital plans and infrastructure strategies providing useful directional information on sectoral priorities, though the level of detail, frequency of update and degree of specificity vary materially by province. In many cases, provincial plans are oriented toward public-sector budgeting rather than investor decision-making, offering limited insight into financing models, procurement timelines or opportunities for private participation.

Transparency is strongest for social infrastructure and conventional P3 projects; reflecting established procurement models and well-defined public sponsors and weakest for large, greenfield, nation-building projects that emerge through bespoke policy processes, Crown-led initiatives or intergovernmental negotiations. Information about these projects is typically released incrementally and on an ad hoc basis, creating a structural disadvantage for investors seeking to deploy capital efficiently across a diversified Canadian infrastructure pipeline.

Risk Allocation and Predictability of Returns

The support mechanisms described above improve risk allocation and return predictability in distinct ways.

Economic regulation and contractual frameworks. Where economic regulation applies, it provides the strongest foundation for predictable returns. In regulated utility sectors, cost-of-service and incentive-based regimes reduce demand and price risk by allowing recovery of prudently incurred costs together with a regulated return, supporting stable cash flows and investment-grade leverage. For projects outside these sectors, long-term contractual mechanisms such as availability payments and off-take arrangements are used to replicate some regulatory features by defining revenue certainty and allocating construction and operating risks to the parties best placed to manage them. While inherently less comprehensive than full economic regulation, these mechanisms materially improve return predictability when paired with creditworthy public counterparties.

Revenue support and tax incentives. Investment tax credits primarily support risk allocation by improving project economics rather than stabilising revenues. By lowering effective capital invested and enhancing after-tax returns, they provide downside protection and improve resilience to cost pressures, reducing the return premium required by investors for capital-intensive or first-of-a-kind projects. Their impact on return predictability is greatest when combined with other support mechanisms that stabilise cash flows over time, since tax credits do not of themselves address demand, operational or policy risk.

Government investment and co-investment platforms. Public co-investment vehicles improve risk allocation by absorbing the risk layers that private capital is structurally unwilling to price, including early-stage development risk, uncertain demand profiles and policy-driven revenue exposure. The CIB's subordinated capital position, the Growth Fund's CfD instruments and the Canada Strong Fund's commercial co-investment mandate each target a distinct layer of risk, improving the overall bankability of projects that would otherwise fall outside the investment parameters of long-term institutional capital. Provincial vehicles in Ontario, Québec and Alberta perform an analogous function at the sub-national level.

Policy and operational regulation. Approvals risk and regulatory delay are among the most significant sources of return uncertainty for infrastructure investors in Canada. The Major Projects Office is intended to reduce this risk by improving coordination, clarifying timelines and signalling federal project prioritisation. At the provincial level, Ontario's Protect Ontario by Unleashing our Economy Act, 2025 introduced special economic zones, expanded ministerial discretion and consolidated approvals processes to reduce duplication and shorten timelines for strategically significant projects. Complementing this, the Protect Ontario by Building Faster and Smarter Act, 2025 standardised municipal planning and land-use approvals, accelerated transit-oriented developments and reduced procedural bottlenecks associated with development charges and construction standards. Taken together, these reforms directly reduce timing risk by increasing confidence that projects can proceed to construction without prolonged regulatory delay, with effects on the required risk premium that are comparable, in practical terms, to direct financial support.

Indigenous participation and equity alignment. Indigenous participation, particularly through equity ownership, supports favourable risk allocation by addressing legal, political and reputational risks that are otherwise difficult to quantify or hedge. In Canada's constitutional framework, inadequate engagement with Indigenous rights-holders can result in delay, litigation or regulatory intervention, each of which materially undermines project economics and financing certainty. Equity participation aligns long-term interests, strengthens social licence and reduces the risk of disruption over the life of an asset. Government loan guarantees supporting Indigenous equity participation further enhance bankability by improving access to capital and reinforcing project durability, contributing to more stable long-term returns for all project participants.

Overall effect. Taken together, these mechanisms do not seek to maximise returns in isolation. Their combined objective is to improve the predictability and durability of cash flows by reallocating risks to the parties best positioned to manage them, enabling long-term institutional investors to deploy capital at scale while accepting lower required rates of return, reducing overall project financing costs and supporting greater infrastructure investment than public balance sheets alone could deliver.

Recent Legal and Regulatory Change

Retroactive or Quasi-retroactive Change

Canada generally avoids formally retroactive legislative changes affecting infrastructure investments. However, in recent years, the federal and provincial governments have increasingly relied on mid-cycle recalibration through legislative amendments, regulatory changes, administrative guidance and updated policy frameworks. While these changes are typically prospective in form, they have in several instances applied to projects already under development or to transactions already negotiated, creating what investors in other jurisdictions have characterised as soft retrospective risk.

Clean Economy Investment Tax Credits. The adjustment of the Clean Economy Investment Tax Credits under Bill C-15, which received Royal Assent on 26 March 2026, illustrates the complexity that can arise even from broadly beneficial reforms. While certain credits were extended or enhanced and, in some cases, made available for expenditures incurred in prior periods, the accompanying eligibility rules, labour requirements and administrative guidance have continued to evolve after projects were already in development. For capital-intensive infrastructure projects, this has affected structuring decisions and financing assumptions made prior to enactment. The combination of retroactive availability and prospective compliance conditions has introduced complexity for projects mid-construction rather than providing the clean upfront certainty that investors require at financial close.

Federal Impact Assessment Act amendments. The 2024 amendments to the federal Impact Assessment Act illustrate a further instance of legislative change that, while not retroactively applied, took effect during a period when the existing framework was widely expected to remain stable. Following the Supreme Court of Canada's determination of constitutional overreach in the original Act, Parliament introduced targeted amendments through the Budget Implementation Act, 2024, with effect from 20 June 2024. These amendments modified assessment scope, designation criteria and decision-making thresholds for projects already undergoing planning or early permitting. In practice, proponents encountered updated information requirements, revised timelines and increased uncertainty regarding federal involvement, as regulations and guidance were adjusted to align with the new legislative framework.

Investment Canada Act revised national security guidelines. Updates to Canada's national security review regime under the Investment Canada Act, effective 5 March 2025, provide a further example. Revised guidelines introduced a new economic security factor and incorporated an expanded Sensitive Technology List, applying immediately to review decisions taken after that date, including transactions that had already been negotiated, announced or signed under the prior framework. While the statutory regime itself did not change retroactively, the immediate application of revised policy criteria increased review risk and timelines for transactions already in progress, including investments in infrastructure, energy transition assets and strategic supply chains.

Ontario approvals reform. At the provincial level, Ontario's Bills 5 and 17, both enacted in 2025, materially altered environmental, planning and permitting frameworks with immediate effect for designated projects. While intended to accelerate delivery, these reforms changed procedural expectations for projects already in development, particularly in relation to environmental permitting, municipal approvals and exemption mechanisms.

For investors, the central concern is not the direction of reform, which is broadly welcomed, but the pace and selectivity with which such changes can be applied and the consequential effect on confidence in procedural stability over the life of complex, multi-year projects.

(ii) Overall Assessment

These examples do not characterise Canada as a jurisdiction prone to overt retroactive intervention. Rather, they illustrate a pattern of active policy recalibration, often in response to constitutional rulings, geopolitical developments, competitiveness concerns or climate objectives, that creates soft retrospective risk for investors who have committed capital under earlier policy settings. For long-term infrastructure investors, particularly pension funds and global institutional capital, this risk is increasingly factored into required returns and investment structures.

Canada continues to be regarded as institutionally stable relative to many jurisdictions. However, the frequency of mid-cycle change underscores the importance of clear transitional provisions, early guidance and consistent administrative execution in maintaining investor confidence as the country competes for long-duration global infrastructure capital.

Part Two: Regulatory Environment

Foreign investment screening, merger control and sector-specific regulators

Summary of Regulatory Environment

Investors in Canadian infrastructure face a tightening, multi-layered regulatory environment. The Investment Canada Act (ICA) imposes both socio-economic "net benefit" and broad national security reviews for qualifying transactions. While extended national security interventions remain rare, pending amendments will soon mandate 45-day pre-closing filings for critical infrastructure and sensitive technologies. Concurrently, an increasingly assertive Competition Bureau (Bureau) is using recent legislative amendments to scrutinise transactions in all sectors – including infrastructure – more closely, resulting in longer, more resource-intensive merger reviews, even if not yet a material change in remedies or enforcement outcomes.

This assertive approach to merger control creates tension with the federal government's broader pro-investment objectives. Finally, sector-specific oversight is managed by a sophisticated patchwork of federal and provincial regulators. Approvals in highly regulated sectors like energy, transport, and telecommunications—some of which enforce strict foreign ownership limits—are often predictable but resource-intensive, frequently overlapping with FDI and merger reviews to extend transaction timelines.

How burdensome is the FDI regime in this jurisdiction, and are there any notable trends relating specifically to infrastructure investment?

Canada’s ICA comprises two distinct, but related regimes: a socio-economic (or “net benefit”) regime and a national security regime. Under the socio‑economic regime, any acquisition of control^[1] of a Canadian business, or the establishment of a new Canadian business^[2], by a non‑Canadian^[3] is subject either to a review and approval requirement (Reviewable Transactions) or to a notification requirement.

Notifications can currently be filed at any time prior to closing or up to 30 calendar days from the transaction’s close (Notifiable Transactions), depending on whether the applicable financial threshold is met. In addition, the establishment of a new Canadian business constitutes a Notifiable Transaction.

The applicable threshold to determine whether a transaction is a Reviewable Transaction depends on several factors, including:

• transaction structure;
• (ii) the identity of the investor (e.g., whether it is a SOE);
• (iii) the nationality of the ultimate controller of the investor or the target; and
• (iv) the nature of the target business (with lower thresholds applying to acquisitions of cultural businesses).

Subject to limited exemptions, a Reviewable Transaction may not close until the responsible Minister determines that the investment is likely to be of “net benefit to Canada”.

In parallel to this, the national security regime has a broader jurisdictional reach. This empowers the government to review any equity investment or asset acquisition involving a Canadian entity or the establishment of a new business by a non-Canadian that does not meet all of the Canadian business criteria on national security grounds. As a result, the ICA’s national security provisions apply to a broader set of investments than Reviewable and Notifiable Transactions, including minority investments and acquisitions of entities that do not constitute a “Canadian business.”

Despite this expansive scope, national security reviews remain relatively uncommon: only 2.6% of investments notified between 1 April 2024 and 31 March 2025 were subject to extended national security reviews^[4].

Looking ahead, the regulatory landscape is set to become tighter. Recent legislative amendments to the ICA, though not yet in force, aim to facilitate earlier detection of potential risks by requiring certain Notifiable Transactions in prescribed sectors to be filed at least 45 days prior to closing.

While the specific sectors are yet to be published, this pre-closing regime is expected to capture transactions involving critical minerals^[5], technologies featured on the Sensitive Technology List^[6], and critical infrastructure. While “critical infrastructure” has not yet been defined, the government may adopt a broad interpretation. The government previously indicated that this regime could come into force in mid‑2026, though timing remains uncertain.

What is the latest public policy direction for merger control in this jurisdiction, particularly regarding any trends relevant for infrastructure investment?

Canada’s current public policy direction for merger control reflects a tension between a federal government that remains broadly supportive of investment, particularly in infrastructure, and the Bureau, that is increasingly sceptical of mergers and emboldened by recent legislative amendments.

In its 2026–2027 Annual Plan, the Bureau emphasised its intention to increase proactive enforcement, make full use of its expanded statutory tools and advance competition to improve affordability and consumer choice.^[7]

In practical terms, over the last few years this has translated into a greater willingness to conduct complex merger reviews, issue supplementary information requests (SIRs), and, where necessary, pursue litigation in respect of transactions the Bureau views as potentially anti‑competitive.^[8]

The Annual Plan also identifies infrastructure as being among the priority sectors that underpin economic productivity and innovation, indicating that transactions in this space may attract heightened scrutiny.

At the same time, enforcement outcomes to date do not suggest a disproportionate focus on infrastructure transactions. Over the past five years, only five merger‑related consent agreements registered with the Competition Tribunal involved infrastructure companies. Consequently, rather than a marked increase in remedies or prohibitions, the prevailing trend in infrastructure M&A has been toward longer and more resource‑intensive reviews, as the Bureau tests and operationalises its enhanced statutory powers.^[9]

Looking ahead, the policy landscape may evolve further as Canada prepares to appoint a new Commissioner of Competition in 2026. The identity of the incoming Commissioner, and the mandate they receive, could influence enforcement priorities over the next several years. In this context, broader federal policy objectives, including improving domestic productivity, strengthening critical infrastructure, and diversifying trade and investment sources for Canada, may shape how Canadian competition policy is applied in practice.

For infrastructure transactions in particular, this dynamic could result in a more pronounced tension between a cautious, enforcement‑oriented Bureau and a federal government seeking to encourage long‑term, strategic investment. Ultimately, while Canada remains broadly investor‑friendly, policymakers are becoming increasingly politically attuned as they seek to balance robust merger control with the need to provide long‑term certainty for capital-intensive infrastructure investment.

What is the record of sector-specific regulators overseeing infrastructure sectors in this jurisdiction and are there any key or upcoming developments to highlight?

Canada’s infrastructure sectors are overseen by a range of sector‑specific regulators that are generally regarded as experienced, technically sophisticated, and procedurally robust, with mandates grounded in the public interest.

Regulation is not uniform across all infrastructure assets: while certain sectors, most notably energy, transportation, telecommunications, broadcasting, and financial services, are subject to well‑established regulatory regimes, other areas of the Canadian infrastructure economy do not operate under standalone regulatory frameworks and instead rely on more general commercial, environmental, or municipal oversight. In regulated sectors, approvals are typically predictable but can be time‑ and resource‑intensive.

• In the energy sector, the Canadian Energy Regulator oversees interprovincial and international pipelines and power lines, offshore renewable energy projects, and the import and export of oil, gas, and electricity, applying a public‑interest standard that balances economic, environmental, and social considerations. Concurrently, provincial bodies such as the Alberta Energy Regulator, the Alberta Utilities Commission and the Ontario Energy Board play central roles in regulating upstream energy projects, transmission infrastructure, and local distribution utilities, with reputations for deep technical expertise and active adjudicative processes.
• Transportation infrastructure is subject to oversight by the Canadian Transportation Agency, with transactions notifiable to the Bureau requiring parallel public interest review by the Minister of Transport (or approval by the Governor in Council for the most complex cases), introducing an additional political layer to transaction approvals.
• In the broadcasting and telecommunications sectors, the Canadian Radio-television and Telecommunications Commission (CRTC) regulates ownership and control, including merger approvals,^[10] alongside foreign ownership and control restrictions that limit participation by non‑Canadians.^[11] Similarly, mergers involving banks, insurers, and other federally regulated financial institutions require approval of the Minister of Finance, reflecting the federal government’s role in safeguarding financial stability.

Decisions rendered by sector specific regulators may be subject to statutory rights of appeal, which vary according to the applicable regime.

Overall, while infrastructure transactions will continue to require engagement with multiple sector‑specific regulators in Canada depending on the assets and jurisdiction, those processes remain largely consistent with historical practice. Regulatory considerations in Canadian infrastructure transactions are generally highly sector‑ and asset‑specific, with outcomes driven primarily by statutory mandates, technical requirements, and public‑interest considerations. That said, investors should continue to expect a degree of regulatory scrutiny and, in some cases, approval processes that overlap with merger control and FDI review, and which may extend transaction timelines and introduce considerations beyond traditional compliance matters.

FDI & merger control regime overview, 2024/25

International comparison in full: Foreign investment screening · Merger control

^[1] Under the ICA, control is acquired where a non-Canadian acquires more than 50% of the voting shares of a corporation or more than a 50% interest in the profits and assets on dissolution of a non-corporate entity. The acquisition of between one-third and 50% of a corporation’s voting shares is presumed to constitute an acquisition of control unless the investor can rebut that presumption. The acquisition of less than a majority of the interests in a non-corporate entity or of less than one-third of the voting shares of a corporation is deemed not to constitute an acquisition of control. The acquisition of all or substantially all of the assets of a Canadian business also constitutes an acquisition of control. Note that despite these control rules, the responsible Minister can decide that control in fact is being acquired where: (i) the Canadian business is a cultural business, (ii) the non-Canadian investor is a state-owned enterprise (SOE), or (iii) the transaction could raise national security concerns.

^[2] As defined in the ICA, a “Canadian business” is a business carried on in Canada that has: (i) a place of business in Canada, (ii) individuals in Canada that are employed in connection with the business, and (iii) assets in Canada used to carry on the business. A “business” means any undertaking capable of generating profit and being carried on in anticipation of profit (e.g., typically excludes exploration companies).

^[3] Under the ICA, “Canadian” means (i) a Canadian citizen or permanent resident, (ii) the Canadian government (including agencies and provincial or local governments), or (iii) a Canadian-controlled entity (based on the nationality of the ultimate controller, not just the direct parent).

^[4] See Table 4 of Investment Canada Act Annual Report 2024-2025. An extended review is characterized by the issuance of a notice pursuant to section 25.2(1) of the ICA or the issuance of a section 25.3(1) order where no notice under section 25.2(1) was previously issued.

^[5] Canada’s Critical Minerals.

^[6] Sensitive Technology List.

^[7] Advancing Competition to Improve Affordability and Choice: 2026-2027 Annual Plan.

^[8] In particular, the period from April 1, 2024 to March 31, 2025 saw 11 SIRs issued by the Bureau, up from 8 in the year prior. See Table 3.3.3 Competition Bureau performance measurement & statistics report 2024-2025.

^[9] The Bureau designated 41% of notified transactions as “complex” from April 1, 2024 to March 31, 2025, in comparison to only 35% of notified deals for 2023-2024. The Bureau’s average merger review time also increased for 2024-2025, from 35.27 days in 2023-2024 to 43.66 days. See Tables 3.4.2 and 3.4.5 Competition Bureau performance measurement & statistics report 2024-2025.

^[10] Mergers involving wireless telephone providers require approval from both the CRTC and the Minister of Industry.

^[11] Broadcasting licenses can only be issued to Canadians, requiring that a broadcaster’s chief executive officer and at least 80% of its voting shareholders be Canadian. Telecommunications carriers must also be “Canadian-owned and controlled” under the Telecommunications Act. Among other things, this requires that 80% or more of the members of their board of directors and voting shareholders must be Canadian.

^[12] Either the approval or notification requirements of the ICA apply to every acquisition of control of a Canadian business, and every establishment of a new Canadian business, by a non-Canadian. In addition, any investment (including minority investments) in, acquisition of assets from, or establishment of a Canadian entity by a non-Canadian can be subject to a national security review under the ICA.

^[13] Transactions subject to national security jurisdiction but which are not mandatorily notifiable can be notified voluntarily. Filing voluntarily commences a 45 day period in which national security intervention must occur. Non-reportable transactions that are not voluntarily notified may be subject to national security intervention up to 5 years after closing.

^[14] This 45-calendar-day period may be, and typically is, unilaterally extended for 30 calendar days by the Minister. After 75 calendar days (i.e., the initial 45 days plus the 30-day extension), the review may be further extended with the consent of the investor. If, at the end of the review period, the Minister is not satisfied that the investment is likely to be of net benefit to Canada, the investor has the right to make further representations and submit additional undertakings within 30 calendar days. The Minister will then either confirm the original conclusion or advise the applicant that the proposed acquisition is approved.

^[15] Government has until 45 calendar days after (i) receipt of a complete application for review or (ii) receipt of a complete notification (mandatory or voluntary, made pre- or post-closing) to launch a review. Where non-notifiable transactions are not voluntarily notified, the government may initiate a national security process up to five years after the transaction is implemented. If the Canadian government has preliminary national security concerns, it could issue a notice under s. 25.2(1) of the ICA thereby extending the screening period by an additional 45 days (i.e., total 90 days). If those concerns are not addressed within this period, it could then order a formal national security review under s. 25.3(1) of the ICA, which process can run for up to 200 calendar days (subject to any agreed-upon extensions) from the date the application or notification of the transaction is sent to the Minister.

^[16] See Figure 5 of Investment Canada Act Annual Report 2024-2025. Note: the most recent Annual Report covers the period from April 1, 2024 to March 31, 2025.

^[17] See Figure 7 of Investment Canada Act Annual Report 2024-2025.

^[18] The Canadian government does not provide statistics on the number of non-notified deals called in for national security review.

^[19] An extended review is characterized by the issuance of a notice pursuant to section 25.2(1) of the ICA or the issuance of a section 25.3(1) order where no notice under section 25.2(1) was previously issued. See Table 4 of Investment Canada Act Annual Report 2024-2025.

^[20] See Table 4 of Investment Canada Act Annual Report 2024-2025. Separately, six investments were concluded based on undertakings following a section 25.3 order.

^[21] See Figure 7 of Investment Canada Act Annual Report 2024-2025.

^[22] See Table 4 of Investment Canada Act Annual Report 2024-2025.

^[23] See Table 4 of Investment Canada Act Annual Report 2024-2025.

^[24] The Canadian government does not provide statistics on the number of transactions subject to net benefit review that were abandoned.

^[25] Size-of-Parties Test: The parties (including their worldwide affiliates under common control) have combined aggregate assets in Canada, or combined annual gross revenues from sales in, from or into Canada, exceeding CAD 400 million in the most recently most recently completed fiscal year as evidenced by the parties' most recent audited financial statements.

^[26] Size-of-Target Test: The target corporation and its subsidiaries have combined aggregate assets in Canada or combined gross revenues from sales in, from, or into Canada that exceed CAD 93 million. In respect of an acquisition of assets in Canada, the test is based on the value of the assets in Canada being acquired such that the aggregate value of those assets, or the gross revenues from sales in or from Canada generated by those assets, exceeds CAD 93 million (this threshold is indexed annually). In the case of a transaction structured as an amalgamation (e.g. a Delaware merger), each of at least two parties to the amalgamation must individually meet the Size-of-Target Test.

^[27] Size-of-Shareholding Test: (Applies only in respect of an acquisition of voting shares of a corporation or an acquisition of an interest in a non-corporate entity.) (1) acquisition that will result in ownership of more than 20% of the voting shares of a public company or more than 35% of the voting shares of a private company (or more than 50% if the acquirer already owns more than 20% / 35% of the voting shares, but less than a majority); (2) acquisition of an interest in a non-corporate entity that gives a right to receive more than 35% of the profits of the entity or more than 35% of its assets on dissolution (or the acquisition would result in ownership of a greater than 50% interest, if the acquirer already owns more than a 35% interest, but less than a majority).

^[28] While only transactions that exceed prescribed thresholds are subject to mandatory merger notification, all mergers are subject to potential substantive merger review by the Bureau. Voluntary filings can be made where the relevant thresholds are not exceeded and notification is not mandated. Where a voluntary filing is made, the limitation period within which the Bureau can challenge a transaction is one year from closing, in contrast to three years for non-notified transactions.

^[29] Runs from day after complete filing is made and is pending issuance of SIRs (which results in a second 30-day waiting period commencing the day after both parties comply with the SIRs).

^[30] The statutory waiting period is separate from the time it takes the Commissioner to complete her substantive assessment of a merger. This period can take longer than the waiting period (and in most cases the parties voluntarily wait until the Commissioner has completed her assessment before completing their merger).

^[31] The Bureau has issued the following non-binding timelines for its review, depending on the complexity of the merger: up to two weeks for non-complex mergers; and up to 45 days for complex mergers unless a SIR is issued, in which case the Bureau endeavours to complete its review within the statutory waiting period.

^[32] See Table 3.0.2 Competition Bureau performance measurement & statistics report 2024-2025. Note: the Competition Bureau’s most recent Annual Report covers the period from April 1, 2024 to March 31, 2025.

^[33] See Table 3.0.3 Competition Bureau performance measurement & statistics report 2024-2025.

^[34] See Table 3.3.3 Competition Bureau performance measurement & statistics report 2024-2025.

^[35] See Table 3.2.5 Competition Bureau performance measurement & statistics report 2024-2025.

^[36] Under Canadian merger control, there is no concept of a “blocked deal”. Instead, the Commissioner can bring an application to challenge the merger before the Competition Tribunal or the Courts. For the period from April 1, 2024 to March 31, 2025, no cases were litigated before the Competition Tribunal or the Courts. See Table 3.3.1 Competition Bureau performance measurement & statistics report 2024-2025.

^[37] See Table 3.2.2 Competition Bureau performance measurement & statistics report 2024-2025.