How it works
Preparation time falls as the share of documents already gathered rises. Due diligence length depends on the deal type. Regulatory waits overlap with the end of diligence and the signing to closing period, so the total counts only the part that runs past diligence.
The Investment Canada Act net benefit review has an initial 45-day period that the Minister can extend by 30 days, and further with the investor's agreement. A national security review can add months. Treat the result as a planning range, not a promise.
Source: Competition Act s. 123 (30-day waiting period); Investment Canada Act ss. 21 and 22 (45 plus 30 days). Figures are for planning only and are not legal or tax advice.
Where this matters
- Data room for mergers and acquisitions in Canada
- Data room for buy-side due diligence in Canada
- Data room for private equity deals in Canada
FAQ
What slows Canadian due diligence the most?
Missing minute books and share registers, unsigned IP assignments, environmental reports that need updating and change-of-control consents from landlords or customers. Gather these first.
Can we sign before the Competition Act waiting period ends?
Yes. Parties usually sign and then file; closing waits for the period to expire or for an advance ruling certificate or no-action letter.
Does a small business sale need a regulatory review?
Rarely. Most owner-managed sales fall far below the Competition Act thresholds. A foreign buyer still files an Investment Canada Act notification.