it's all laid out here.
https://www.canada.ca/en/health-canada/services/drugs-medication/cannabis/industry-licensees-applicants/licensing-summary/guide.html#j
Appendix I: Key investors
The Regulations provide the complete definition of a key investor. In essence, a key investor is a person who exercises, or is in a position to exercise, direct or indirect control over the licence holder. When the term “in a position to exercise, direct or indirect control over the holder” is used, an individual, partnership, cooperative or corporation will be considered to be controlled by another individual or organization at any time where, at that time, the controller has any direct or indirect influence that, if exercised, would result in control in fact of the individual, partnership, cooperative or corporation.
As part of the licensing application, any person (except a corporation who trades its shares on a public market) who applies for a cultivation, processing or sale for medical purposes licence must provide certain information regarding key investors, such as the key investor’s name and mailing address; a description of the means by which the key investor exercises, or is in a position to exercise, control over the holder and, if known, whether the controlling interest has been, will be, or could be assigned, pledged, mortgaged, hypothecated or sold, in whole or in part, to any person.
A person may have control in fact of an organization even though that person does not have legal control of the organization. Legal or direct control of an organization generally entails the right to elect the majority of the board of directors based on having a sufficient number of voting shares.
Control in fact includes the ability to control by any direct or indirect influence, and it may exist even without the ownership of any shares. It can take many forms such as the ability of a person to: change the board of directors or reverse its decisions; make alternative decisions concerning the actions of the organization in the short, medium or long term; directly or indirectly terminate the organization or its activities; or to appropriate its profits and property. The existence of such influence, even if it is not actually exercised, would be sufficient to result in control in fact.
In order to determine whether an investor has control in fact, and whether information about this investor needs to be reported, the following are some of the relevant general factors to consider:
- the percentage of ownership of voting shares (when such ownership is not more than 50 per cent) in relation to the holdings of other shareholders – although any ownership over 25 per cent, in combination with other factors would likely be a significant indication of control
- ownership of a large debt of an organization which may become payable on demand
- shareholder agreements including the holding of a casting vote
- commercial or contractual relationships of the organization, e.g., economic dependence on a single supplier or customer.
Appendix J: Direct control
In some instances, a partnership, cooperative or corporation that holds a licence can be controlled by an individual or another partnership, cooperative or corporation. The Regulations require that individuals, or directors and officers of cooperatives or corporations, must hold a valid security clearance when they directly control any partnership, corporation or cooperative that holds a cultivator, processor or sale for medical purposes licence.
With respect to partnerships, the terms of the partnership agreement will dictate who has control. Anyone who directly controls a partnership needs to hold a valid security clearance – this includes any individual, or if it is another partnership –those partners, and if a corporation or a cooperative – then its directors and officers.
Cooperatives and corporations can also be controlled by others –individuals, partnership, cooperative or a corporation. In common language, when this kind of control is exerted by a corporation, it is often referred to as a “parent company”, which is a company that is able to control another company’s management and operations by influencing or electing its board of directors, among other things. The Cannabis Regulations require the directors and officers of any parent company/cooperative, which is a corporation or cooperative that has significant ownership over a subsidiary or group of subsidiaries, to hold security clearances. These partially or wholly owned companies or cooperatives are controlled by the parent, to varying degrees; however, all parent companies, for the most part, own more than 50% of a subsidiary's voting stock. This applies to any individual or partnership that owns more than 50% of a subsidiary’s voting stock.
If an individual controls any of the above licence holders by holding an influential amount of voting stock or through the terms of a partnership agreement, they would require a security clearance.