Two reviews. Two clocks. One closing. Most cross-border dealership transactions trigger pre-closing regulatory notification or review on one or both sides of the border. Knowing which filings apply — and when — is the difference between a six-month close and a fifteen-month one.
Cross-border dealership M&A sits inside three frameworks: foreign-investment review on each side of the border, plus competition-law screening above certain transaction-value thresholds.
Non-Canadian acquirers must file notification within 30 days of closing for most transactions. Higher-value or strategic-sector deals trigger pre-closing "net benefit to Canada" review.
Voluntary review by the Committee on Foreign Investment in the United States. Mandatory for transactions involving critical technology, infrastructure, or sensitive personal data.
Both Canada (Competition Bureau) and the US (FTC/DOJ via HSR Act) have transaction-size thresholds that trigger mandatory pre-closing antitrust filings.
Automotive-specific overlays: defense-related parts (rare for retail dealerships), Specially-Designated Nationals lists, and OFAC end-user screening on cross-border financing.
The Investment Canada Act (ICA) governs non-Canadian acquisitions of Canadian businesses. Every cross-border dealership transaction where a non-Canadian buyer acquires a Canadian dealership triggers some form of ICA process.
There are two ICA tracks:
The overwhelming majority of dealership transactions fall below the review threshold and require only notification. The exception: very large multi-store group acquisitions where transaction value crosses $1.387B or $2.080B depending on buyer nationality.
Separate from the value thresholds, the federal government can initiate a national security review of any acquisition by a non-Canadian, regardless of size. Automotive dealerships are not typically national-security-sensitive, but EV-charging infrastructure, dealership-adjacent fleet operations, and proximity to defence-related facilities have all triggered NSR scrutiny since 2023.
The Committee on Foreign Investment in the United States (CFIUS) reviews foreign acquisitions of US businesses for national security concerns. For most dealership transactions, CFIUS is voluntary — the parties choose whether to file.
However, CFIUS becomes mandatory when the target business meets the TID criteria:
Most automotive dealerships are not TID businesses. The exceptions that have triggered CFIUS review in our practice: dealerships co-located with defense facilities, dealerships with large F&I databases (sensitive personal data), and EV-related infrastructure overlays.
Voluntary filing can still make sense as a "safe harbor." Closing a transaction without CFIUS filing means the deal can be unwound up to 5 years later if national security concerns emerge. A safe-harbor filing forecloses that risk.
Both sides of the border have antitrust pre-closing notification regimes:
HSR notification is required when the transaction-size test (2026: $119.5M) is met. For dealership transactions, this is rare — only the largest multi-store group transactions trigger HSR. The 30-day waiting period is typically the only delay; substantive concerns are unusual in retail automotive.
Pre-merger notification is required when the transaction-size test ($113M, 2026) is met and the buyer/target have Canadian assets or revenues above $400M. Smaller transactions fall outside the notification regime entirely.
Typical cross-border dealership regulatory timeline:
Cross-border deals add roughly 4–8 weeks to a typical Canadian-domestic or US-domestic dealership transaction timeline. The added time is almost entirely regulatory, not commercial.
Coussa Group runs the full lifecycle — valuation, NDA-bound buyer process, regulatory review, OEM consent on both sides — as a single coordinated workstream.