Foreign Ownership of Land Regulations (SOR/79-416)

• 9 (1) Subject to subsection (2), an ineligible person or foreign controlled corporation may acquire an interest in controlled land that he could not otherwise acquire under these Regulations by way of

  • (a) the completion of a purchase under an agreement for sale or interim agreement,

  • (b) the exercising of an option to purchase,

  • (c) the foreclosure of a mortgage, or

  • (d) the specific performance of an agreement for sale, made or given in writing before April 26, 1977 if, in the case of paragraph (a) or (b), the agreement for sale, interim agreement or option to purchase is registered in a land titles office by August 1, 1979.

• (2) Subsection (1) does not apply where a transfer or caveat, as those words are defined or used in The Land Titles Act (Alberta), relating to

  • (a) the completion of a purchase under an agreement for sale or an interim agreement, or

  • (b) the exercising of an option to purchase,

  in respect of an area of controlled land consisting of 5000 or more acres that is used in a single operation for the production of food or fibre, has not been registered under The Land Titles Act (Alberta).

10 An ineligible person or foreign controlled corporation that was, prior to April 26, 1977, the beneficiary of a trust that prior to April 26, 1977 owned an interest in controlled land may take or acquire that interest in controlled land from the trust in accordance with its terms.

11 Subject to section 3(1.1) of The Dower Act (Alberta), nothing in these Regulations affects any right under that Act accruing to any person.

• 12 (1) A transfer by a foreign controlled corporation of an interest in controlled land to a foreign controlled corporation that is associated with it, as described in subsection 5(4), or a change in the manner in which an interest in controlled land is owned by an ineligible person or a foreign controlled corporation is not, for the purposes of these Regulations, the taking or acquisition of that interest in controlled land by the associated foreign controlled corporation, the ineligible person or the foreign controlled corporation, as the case may be.

• (2) Notwithstanding subsection (1), subsections 22(1) and (2) apply to a transfer referred to in subsection (1).

Percentage of Foreign Ownership

• 13 (1) For the purposes of this section and section 2, a person holds a share or membership in a corporation if

  • (a) that person owns the share or holds the membership,

  • (b) in the case of a share or membership that is held in trust, that person is the beneficiary of the trust, or

  • (c) that person, not being the owner of the share or membership, controls any rights attached to the share or membership through a contract or other arrangement.

• (2) If a share or membership in a corporation is held jointly by two or more persons, each person is considered to hold a fraction of that share or membership in relation to the extent of his interest in the share or membership.

• (3) The percentage of foreign ownership of a corporation with share capital is the sum of

  • (a) the percentage of its outstanding shares held by ineligible persons,

  • (b) in the case of each other corporation incorporated in Canada with share capital that holds any of the first corporation’s shares, the product of the percentage of the outstanding shares of the first corporation held by that other corporation multiplied by the percentage of the outstanding shares of that other corporation held by ineligible persons, and

  • (c) in the case of each other corporation incorporated in Canada without share capital that holds any of the first corporation’s shares, the product of the percentage of the outstanding shares of the first corporation held by that other corporation multiplied by the percentage of the members of that other corporation who are ineligible persons.

• (4) The percentage of foreign ownership of a corporation without share capital is the sum of

  • (a) the percentage of the persons holding memberships in the corporation who are ineligible persons,

  • (b) in the case of each other corporation incorporated in Canada with share capital that holds a membership in the first corporation, the percentage of the shares of that other corporation held by ineligible persons divided by the number of members of the first corporation, and

  • (c) in the case of each other corporation incorporated in Canada without share capital that holds a membership in the first corporation, the percentage of the members of that other corporation who are ineligible persons divided by the number of members of the first corporation.

Exclusions from Regulations

• 14 (1) The Lieutenant Governor in Council may, subject to any conditions specified in the exclusion, exclude from the operation of these Regulations

  • (a) any person or class of persons,

  • (b) any transaction or class of transactions involving controlled land,

  • (c) any interest or class of interest in controlled land,

  • (d) any use or class of uses of controlled land, and

  • (e) all or any part of the land within the boundaries of a hamlet as defined in The Municipal Government Act (Alberta).

• (2) An exclusion made under the Foreign Ownership of Land (Temporary) Regulations shall be considered as an exclusion under subsection (1).

Acquisition of Interest

• 15 (1) For the purposes of the Act and these Regulations, a change in the membership or the ownership or beneficial ownership of the shares of a corporation owning or beneficially owning an interest in controlled land that results in the corporation becoming a foreign controlled corporation constitutes an acquisition of that interest in controlled land by the foreign controlled corporation.

• (2) If, as a result of the operation of subsection (1), a foreign controlled corporation acquires an interest in controlled land the taking or acquisition of which would otherwise be prohibited by these Regulations, the foreign controlled corporation shall within three years of becoming a foreign controlled corporation divest itself of the ownership or beneficial ownership of the interest in controlled land so acquired unless it ceases to be a foreign controlled corporation for a continuous period of not less than 12 months during that three-year period.

• 16 (1) For the purposes of the Act and these Regulations, an amalgamation or merger of one or more corporations with a corporation that owns or beneficially owns an interest in controlled land constitutes an acquisition of that interest in controlled land by the amalgamated or merged corporation.

• (2) If, as a result of the operation of subsection (1), a foreign controlled corporation acquires an interest in controlled land the taking or acquisition of which would otherwise be prohibited by these Regulations, the foreign controlled corporation shall, within three years of the amalgamation or merger, divest itself of the ownership or beneficial ownership of the interest in controlled land so acquired unless it ceases to be a foreign controlled corporation for a continuous period of not less than 12 months during that three-year period.

• 17 (1) An ineligible person or foreign controlled corporation may, as security for a loan or other indebtedness, acquire the ownership or beneficial ownership of a mortgage of an interest in controlled land, but a foreclosure of that mortgage constitutes an acquisition of the interest in controlled land obtained as a result of the foreclosure.

• (2) If, as a result of the operation of subsection (1), an ineligible person or foreign controlled corporation acquires an interest in controlled land the taking or acquisition of which would otherwise be prohibited by these Regulations, the ineligible person or foreign controlled corporation shall, within three years of so acquiring the interest in controlled land, divest himself or itself, as the case may be, of the ownership or beneficial ownership of that interest in controlled land.

Trusts

• 18 (1) No ineligible person or foreign controlled corporation shall, as beneficiary of a trust, other than a trust resulting from the death of a person, acquire a beneficial interest in an interest in controlled land that he could not under these Regulations acquire directly.

• (2) No trustee shall acquire for a trust of which he is trustee any interest in controlled land that would, if acquired, result in a beneficiary of the trust acquiring a beneficial interest in an interest in controlled land contrary to subsection (1).

Limited Partnerships

• 19 (1) In this section, “foreign controlled limited partnership” means a limited partnership in which one or more limited partners contributing in the aggregate 50% or more of the value of the outstanding contributions by limited partners to the partnership are ineligible persons or foreign controlled corporations.

• (2) No general partner shall take or acquire, directly or indirectly, for a foreign controlled limited partnership an interest in controlled land that could not under these Regulations be taken or acquired by an ineligible person or foreign controlled corporation.

• (3) A change in the contributions of a limited partnership that owns or beneficially owns an interest in controlled land that could not under these Regulations be taken or acquired by an ineligible person or foreign controlled corporation that results in the partnership becoming a foreign controlled limited partnership constitutes an acquisition of that interest in controlled land by the general partners of the foreign controlled limited partnership.

• (4) If as a result of the operation of subsection (3) the general partners acquire an interest in controlled land contrary to subsection (2), the general partners shall within three years of the partnership becoming a foreign controlled limited partnership divest themselves of the ownership or beneficial ownership of the interest in controlled land so acquired unless the partnership ceases to be a foreign controlled limited partnership for a continuous period of not less than 12 months during that three-year period.

• (5) Nothing in this section affects the application of these Regulations to the taking or acquisition of an interest in controlled land by the general partners.

Judicial Sale

• 20 (1) If

  • (a) an ineligible person, foreign controlled corporation, trustee, general partner of a foreign controlled limited partnership or any other person takes or acquires an interest in controlled land contrary to these Regulations, or

  • (b) under these Regulations an ineligible person, foreign controlled corporation, trustee, general partner of a foreign controlled limited partnership or any other person is required to divest himself or itself of an interest in controlled land and does not do so within the time limited by these Regulations,

  the Supreme Court of Alberta or the District Court of Alberta may, on the application of the Attorney General of Alberta by way of originating notice, order the judicial sale of the interest in controlled land so required to be divested.

• (2) The proceeds of a judicial sale made under subsection (1) shall be applied first to pay the costs of the judicial sale including the costs of the Attorney General in bringing the application for the judicial sale and secondly to pay to the ineligible person, foreign controlled corporation, trustee, general partner of a foreign controlled limited partnership or other person the amount paid by him or it for the interest in controlled land, and the amount, if any, remaining shall be paid into the General Revenue Fund of Alberta.

• (3) Nothing in this section restricts, limits or derogates from any remedy at common law or under statute.

Interpretation Act

21 The Interpretation Act (Alberta) applies with respect to these Regulations.

Information Under the Land Titles Act (Alberta)

• 22 (1) The statutory declaration required to accompany a transfer, transmission, caveat or plan of subdivision by virtue of subsection 30.1 (1) of The Land Titles Act (Alberta) is the statutory declaration set out in Form 1, 2, 3 or 4 in the Schedule that is applicable to the circumstances of the transfer, transmission, caveat or plan of subdivision.

• (2) A statutory declaration referred to in subsection (1) shall be made by

  • (a) the transferee, transmittee, caveator or lessee,

  • (b) in case of a corporation, a person authorized by the corporation to execute documents, or

  • (c) a solicitor for the transferee, transmittee, caveator, lessee or corporation who is a member of The Law Society of Alberta

  and shall contain all the information, so far as is applicable, for which provision is made in the respective Form.

• (3) [Revoked, SOR/80-156, s. 2]

• (4) If none of Forms 1, 2, 3 and 4 is applicable to the transfer, transmission, caveat or plan of subdivision, a statutory declaration is not required.

Information in Respect of Corporations

• 23 (1) to (3) [Revoked, SOR/79-514, s. 1]

• (4) The statement filed with the Registrar of Companies under section 167 of The Companies Act (Alberta) on an application for registration of an extra-provincial corporation shall contain the following information in the form provided for by Form C.C.A.-06.053 Application for Registration of an Extra-provincial Corporation:

  • (a) whether or not the extra-provincial corporation is a foreign controlled corporation;

  • (b) whether any of the shares or memberships of the extra-provincial corporation are held in trust for or on behalf of an ineligible person or foreign controlled corporation;

  • (c) whether any of the rights attached to any shares or memberships of the extra-provincial corporation are controlled by an ineligible person or foreign controlled corporation.