PART C: Investment

Article 310: Scope and Coverage

1. Article 311 and Article 312 apply to any measure adopted or maintained by a Party relating to investors of another Party or their investments in its territory.
2. Article 313 applies to any measure adopted or maintained by a Party relating to investors of a Party or their investments in its territory.

Article 311: Formal Requirements

A Party may require that an investor or its investment:

1. have a local agent or local address for service;
2. post a bond or other form of financial security;
3. establish or contribute to a trust account or to a compensation fund;
4. maintain a particular type and amount of insurance or other similar guarantee;
5. maintain and provide access to records; or
6. obtain a licence, registration, or certification,

as a condition for carrying on business, or establishing or acquiring an enterprise in its territory, provided that such requirements are not applied in a manner that would constitute a means of arbitrary or unjustifiable discrimination.

Article 312: Market Access – Investment

1. A Party shall not adopt or maintain any measure regarding an investor of another Party that:
   1. imposes limitations on:
      1. the number of enterprises, whether in the form of numerical quotas, monopolies, exclusive suppliers, or the requirement of an economic needs test;
      2. the total value of transactions or assets in the form of numerical quotas, or the requirement of an economic needs test;
      3. the total number of operations or the total quantity of output expressed in terms of designated numerical units in the form of quotas, or the requirement of an economic needs test;
      4. the total number of natural persons that may be employed in a particular sector or that an enterprise may employ and who are necessary for, and directly related to, the performance of economic activity in the form of numerical quotas, or the requirement of an economic needs test; or
      5. the participation of capital from an investor of another Party in terms of maximum percentage limit on shareholding, or the total value of individual or aggregate investment; or
   2. restricts or requires specific types of legal entity or joint venture through which an enterprise may carry out an economic activity.
2. Nothing in paragraph 1 shall be construed to prevent a Party from adopting or maintaining any measure that:
   1. concerns zoning and planning regulations affecting the development or use of land, or other analogous measures;
   2. seeks to ensure the conservation and protection of natural resources and the environment, including limitations on the availability, number and scope of concessions granted, and the imposition of moratoria or bans;
   3. requires the separation of the ownership of infrastructure from the ownership of the goods or services provided through that infrastructure to ensure fair competition, for example in the fields of energy, transportation, and telecommunications;
   4. restricts the concentration of ownership to ensure fair competition;
   5. requires that a certain percentage of the shareholders, owners, partners, or directors of an enterprise be qualified to practice a certain profession such as lawyers or accountants;
   6. relates to the acquisition, sale, or other disposition of bonds, treasury bills, or other kinds of debt securities issued by that Party; or
   7. requires a person to be a resident of, or have a commercial presence in, a Province in order to make an investment in the territory of that Province.

Article 313: Performance Requirements

1. In connection with an investment of an investor of a Party in its territory, a Party shall not impose or enforce, or condition the receipt or continued receipt of an advantage on compliance with, any requirement to:
   1. achieve a specific level or percentage of local content of goods or services;
   2. purchase or use goods or services produced locally;
   3. purchase goods or services from a local source; or
   4. transfer technology, a production process, or other proprietary knowledge to a person or a Party.
2. Nothing in paragraph 1 shall be construed to prevent a Party from conditioning the receipt or continued receipt of an advantage, in connection with an investment in its territory of an investor of a Party or of a non-Party, on compliance with a requirement to locate production, provide a service, train or employ workers, construct or expand particular facilities, or carry out research and development, in its territory.
3. Paragraph 1(d) does not apply when the requirement is imposed, or the commitment or undertaking is enforced, by a court, administrative tribunal, or competition authority, to remedy a violation of competition laws.