Date: 20260423

Dockets: IMM-11750-24

IMM-11838-24

IMM-12157-24

IMM-12158-24

Citation: 2026 FC 538

Ottawa, Ontario, April 23, 2026

PRESENT: Mr. Justice Pentney

JUDGMENT AND REASONS

[1] The four Applicants in these matters each applied for a permanent resident visa under the Start-up Business Class. They had formed a company and wanted to operate it in Canada. Their applications were all denied, for virtually identical reasons. The Applicants seek judicial review of these decisions (which, for ease of reference, I will refer to as “the Decision”).

[2] For the reasons that follow, these applications will be granted. The Immigration Officer’s (Officer) failure to consider the information provided in response to the Procedural Fairness Letter (PFL) was based on an unreasonably restrictive interpretation of the governing provisions. The Applicants demonstrated that they met the requirements of the program but the Officer refused to accept their additional information, and this was not reasonable.

[3] By Order of this Court, these cases were heard together in a single sitting. Given that the four cases are intimately connected, and the reasons for refusal are so similar, a single set of reasons has been prepared. A copy of this Judgment and Reasons will be placed in each file.

I. Background

[4] The Applicants are citizens of Iran who applied for permanent residence in Canada under the Start-up Business Class. They were each approved for a work permit between 2022 and 2024. Two of the Applicants, Yasaman Majidifard and Golzad Fadaei, came to Canada and were issued their work permits. The other two Applicants, Hamid Ghadimi and Ahmad Mahooti, had not arrived in Canada to obtain their work permits as of the time the records were prepared in these cases.

[5] The Applicants are the creators and co-owners of a business called “Cat’s Eye” which aims to develop anti-bullying technology for use in schools. Their idea is to train an artificial intelligence model which would be able to recognize and flag behaviour associated with bullying in the school environment. The system would rely on cameras and recording devices installed in schools and would be trained on existing data.

[6] In order to qualify for the Start-up Business Class, the Applicants needed to obtain a Commitment Certificate from a Designated Entity that was less than six months old at the time of their applications. A Designated Entity is an organization that is approved by Immigration, Refugees and Citizenship Canada (IRCC) as having expertise in identifying and supporting the success of start-up business opportunities. The Applicants obtained their Commitment Certificate from Victoria Innovation, Advanced Technology and Entrepreneurship Council (VIATEC) dated January 11, 2021, valid until July 11, 2021 (six months).

[7] On December 27, 2023, each of the Applicants was sent a Procedural Fairness Letter (PFL) setting out concerns that the Applicants did not meet the requirements of subsections 98.01(2) and 98.06(1) of the Immigration and Refugee Protection Regulations (SOR/2002-227) (IRPR). Those provisions state that in order to be considered a qualifying business for the purposes of the Start-up Business Class, the business must meet the ownership requirements set by the Minister: Each applicant must hold 10% or more of the voting rights attached to all outstanding shares of the business, and the applicants and the Designated Entity must own collectively more than 50% of the voting rights.

[8] The Officer had concerns because the Applicants had not provided information about the ownership structure of their business. The Officer said the Applicants had not provided their ownership structure either in the Commitment Certificate or in additional submissions. Therefore, the Officer said that they could not assess whether the company met the ownership structure requirements to qualify as a member of the class.

[9] The Commitment Certificate is a seven-page form prepared by IRCC and filled out by the Designated Entity. The question on the form that pertains to ownership structure is question 5.2 asks a general question about the financial and legal structure of the business, but does not specify the requirement to provide details regarding the ownership shares. In response to this question, VIATEC had entered the following: “The founders have signed a shareholders agreement and agreed to incorporate their business in Canada”.

[10] Each of the Applicants replied to the PFL on January 7, 2024, with an identical letter. They clarified that they each hold 25% of the shares of Cat’s Eye and that they collectively possess 100% of the shares. They further stated that the ownership structure of Cat’s Eye had been shared with the Respondent in May 2023 in the form of the most recent version of their shareholders agreement, and said that they were resubmitting both the original Persian shareholders agreement dated August 2020 (with an English translation), and the more recent English-language shareholders agreement, drafted according to provincial regulations in British Columbia, dated May 2021. The Applicants also submitted a letter from VIATEC which reiterated the information about the ownership structure and offered to revise the Commitment Certificate to reflect this information.

[11] In April 2024, each of the Applicants was sent a second PFL, indicating that the Officer had concerns that the Applicants had misrepresented or withheld facts, because they had not declared having a representative by submitting a Use of Representative form. The Applicants replied to this letter with similar responses on May 15, 2024. Each provided a signed Use of Representative form. They also provided an update report detailing the recent activities of Cat’s Eye, and some of the Applicants provided renewed passports for themselves and their family members. This appears to have answered the concerns raised in the second PFL.

[12] The Applicants’ applications were refused on June 18, 2024. The Officer stated that the documents submitted by the Applicants were not sufficient to alleviate their concerns, and that they were not satisfied on a balance of probabilities that the Applicants met the requirements of the Start-up Business Class program per subsections 98.01(2)(a) & (d) and 98.06(1)(d) of the IRPR.

[13] Although the Global Case Management Notes (GCMS notes) for each case are different insofar as they detail the Applicants’ backgrounds, the substantive reasons for the Decision are identical. The Officer notes that the Commitment Certificate provided by VIATEC did not include the required details regarding the financial and legal structure of the business. The Officer goes on to state that the Applicants “did not provide details pertaining to the ownership structure of their business per R.98.06(1)(d), within the 6-month window of the Commitment Certificate validity, as required by R.98.01(2)(a)”.

[14] The Officer acknowledged that the Applicants provided details of the ownership structure of their business in response to the PFL, but states that “this document was submitted two years after the requirement and was not provided by the designated entity, VIATEC”.

[15] The Officer then noted that subsection 98.06(2) states that a business is nevertheless a qualifying business even if the applicant does not meet the requirements of subsections 98.06(1)(a) to (c), if the applicant intends to meet those requirements after they are issued a permanent resident visa. However, the Officer concludes that “this part of the regulations does not include R.98.06(1)(d) and maintains the requirement that the ownership structure be provided to meet the definition of a qualifying business as is required within 98.01(2)(d) and is less than 6 months old on the date on which their application for permanent resident visa [sic] is made”.

[16] The Officer therefore concluded that on a balance of probabilities, the Applicants’ proposed business “does not meet the ownership structure that complies with the percentage established under subsection (3) as is required by s. 98.06(1)(d)”. Because of this, the Officer refused the applications.

[17] The Applicants seek judicial review of this decision.

II. Issue and Standard of Review

[18] The issue in this case is whether it was reasonable for the Officer to find that the Applicants had not complied with the requirements of the IRPR.

[19] This question is assessed under the framework for reasonableness review set out in Canada (Minister of Citizenship and Immigration) v Vavilov, 2019 SCC 65 [Vavilov], and confirmed in Mason v Canada (Citizenship and Immigration), 2023 SCC 21 [Mason].

[20] In summary, under the Vavilov framework, a reviewing court is to review the reasons given by the administrative decision-maker and determine whether the decision is based on an internally coherent chain of reasoning and is justified in light of the relevant legal and factual constraints (Vavilov at para 85; Mason at para 8). The onus is on the Applicants to demonstrate that “any shortcomings or flaws … are sufficiently central or significant to render the decision unreasonable” (Vavilov at para 100). Absent exceptional circumstances, reviewing courts must not interfere with the decision-maker’s factual findings and cannot reweigh and reassess evidence considered by the decision-maker (Vavilov at para 125).

III. Analysis

A. The submissions of the parties

[21] The Applicants submit that the Decision is unreasonable based on three main arguments. First, they say the Officer ignored the evidence they provided in response to the PFL which was vital to their case. This evidence included their shareholders agreement, dated August 2020, and their signed incorporation agreement, dated May 2021, both of which showed that each Applicant owned 25% of the business. The Officer failed to mention this evidence, which makes the Decision unreasonable.

[22] Second, the Applicants argue that the Respondent’s Commitment Certificate form did not specifically request details regarding the shareholder distribution. The only question about ownership structure is question 5.2: “What is the financial and legal structure of the business? Include details related to the incorporation or future plans for incorporation.” The Applicants point out that VIATEC provided a reply to this question sharing details of the incorporation and future plans for incorporation in British Columbia.

[23] Third, the Applicants say that the Officer’s conclusion that the share distribution information could only be provided at the time of the applications is unreasonable. The Applicants point out that the IRPR is structured in such a way that the Minister relies on the Designated Entity (VIATEC) for its expertise in identifying a qualifying business (IRPR subsections 98.02(1), (2) & (3)). They add that subsection 98.03(3) says that VIATEC must provide the Minister, upon request, with information on a business for whom it has made a commitment. Such information, they say, could include share distribution. They argue that this is what happened when, a couple of years after the initial applications, the Respondent inquired about the share distribution and VIATEC provided the information. Therefore, the Applicants argue that VIATEC did exactly what was contemplated by subsection 98.03(3).

[24] In essence, the Applicants say it was unreasonable for the Officer to issue a PFL in December 2023, asking them for information about the Commitment Certificate that was filed two years previously, if the Officer was not going to consider their response because it was beyond the six-month time limit. They say that this is not a reasonable interpretation of the IRPR.

[25] The Respondent argues that the Applicants were required to provide a valid Commitment Certificate to qualify for the Start-up Business Class. In order for that document to be valid, they say the Designated Entity needed to provide an answer to the mandatory question about the financial and legal structure of the business. The Respondent points out that VIATEC has admitted that it failed to include this information in the Commitment Certificate.

[26] The Respondent’s position is that defects within the Commitment Certificate cannot be remedied by subsequent submissions. The Respondent submits that the law is strict, and that timing maters, as confirmed in Orouji v Canada (Citizenship and Immigration), 2024 FC 1736 [Orouji]. In that case the Designated Entity withdrew its Commitment Certificate while the application was pending, and the applicant obtained a new Commitment Certificate from a different Designated Entity on the day his application was refused. This Court found the applicant had not met the strict requirements of the IRPR because “the commitment certificate was not obtained as prescribed by the Regulation prior to the application, so … the commitment certificate was not valid for the Applicant’s already submitted PR application” (at para 15).

[27] The Respondent also cites Tan v Canada (Citizenship and Immigration), 2024 FC 1986 [Tan], in which one of the essential team members withdrew their application after the applications for permanent residence had been made. The team then formed a new business and sought to amend their Commitment Certificate to reflect the changes. This Court found that: “[i]f Parliament intended for applicants to be able to amend Commitment Certificates after the submission of their applications, Parliament certainly could have included language permitting amendments. It did not do so” (at para 18).

[28] The Respondent acknowledges that the outcome may be difficult for the Applicants to accept but says that this is the inevitable result of the strict regime that governs the Start-up Business Class. They say the onus was on the Applicants, and VIATEC, to submit documentation that met the requirements of the IRPR. VIATEC admitted that it did not do that, and the Officer reasonably rejected the applications because of that. The Respondent says VIATEC’s offer to provide a new Commitment Certificate came too late in the process and could not erase its original error.

B. Discussion

[29] I find the Decision to be unreasonable in light of the particular circumstances of this case. The Officer’s interpretation of the IRPR was unreasonable because they failed to explain why the additional information provided in response to the PFL was not sufficient or did not fit within the terms of subsection 98.03(3).

[30] I cannot accept the Respondent’s position that the additional information about the ownership structure could not be provided after the initial Commitment Certificate was submitted with the applications. I find that Orouji and Tan are distinguishable on their facts. In Orouji, the applicant sought to submit an entirely new Commitment Certificate from a different entity. This clearly contravenes the provision which states that the Commitment Certificate must be obtained less than six months before the application is made (subsection 98.01(2)(a)). In Tan, the applicants formed a new business and sought to amend the Commitment Certificate to reflect this change. Both of these cases involve a significant change in circumstances after the applications had already been submitted.

[31] The facts of these cases can be contrasted with the case at hand, in which there has been no change in circumstances – the information that the Applicant and VIATEC proposed to add to the Commitment Certificate has been the status quo the entire time; they were simply providing confirmation of that fact in response to the PFL.

[32] The Respondent’s argument also raises questions about why a PFL would have been sent to the Applicants, if there was in fact no way for them to remedy the defect. It adds to the unreasonableness of the Decision that the information the Officer says they lack was provided to the Officer through the responses to the PFLs and was then systematically set aside and ignored.

[33] I agree with the Applicants that the form for the Commitment Certificate provided by the Respondent is ambiguous in what information it requires in response to question 5.2: “What is the financial and legal structure of the business? Include details related to the incorporation or future plans for incorporation.” It is not clear from the phrasing of this question that a detailed breakdown of the ownership percentages is required.

[34] I also agree with the Applicants that the IRPR provides explicitly that the Minister may request additional information from Designated Entities about the businesses with whom they have made commitments: subsection 98.03(3)(c).

[35] In light of the above, I find that it was unreasonable for the Officer to disregard the evidence provided by VIATEC and the Applicants in response to the PFL. An explicit statutory pathway allows for this information to be requested and provided. The evidence clearly demonstrated that the Applicants had always met the ownership structure requirements. The Officer did not question any of this information. This information did not replace or amend the information already submitted on the Commitment Certificate, as in Tan and Orouji, but simply clarified and added additional detail that confirmed what had already been stated by the Applicants: that they met the ownership requirements of the program.

[36] When the evidence provided by the Applicants and VIATEC in response to the PFL is taken into account, it is clear that the Officer’s conclusion on the applications cannot stand as reasonable. The Officer found that the Applicants’ proposed business did not meet the ownership structure required by subsection 98.06(1)(d) of the IRPR. This is clearly contradicted by what was provided in response to the PFL. I therefore find that the Officer’s decision on the applications was unreasonable

[37] For these reasons, the applications for judicial review will be granted. The matter will be remitted back for reconsideration by a different Officer. In light of the passage of time, the Applicants and VIATEC shall be permitted to file additional information before a decision on reconsideration is made, if they wish to do so.

[38] There is no question of general importance for certification.

[39] A copy of this Judgment and Reasons shall be placed in each of the files.

JUDGMENT IN IMM-11750-24, IMM-11838-24, IMM-12157-24 AND IMM-12158-24

THIS COURT’S JUDGMENT is that

1. The applications for judicial review are granted.

2. The decision refusing the Applicants’ applications for permanent residence under the Start-up Business Class is quashed and set aside.

3. The matter is remitted back for reconsideration by a different Officer.

4. In light of the passage of time, the Applicants and VIATEC shall be permitted to file additional information before a decision on reconsideration is made, should they wish to do so.

5. There is no question of general importance for certification.

6. A copy of this Judgment and Reasons shall be placed in each file.

“William F. Pentney”

FEDERAL COURT

SOLICITORS OF RECORD

APPEARANCES:

SOLICITORS OF RECORD: