and Consumer Commission’s (ACCC) new merger control regime. Beginning on January 1, 2026, the regime requires parties to notify the ACCC of proposed acquisitions that meet certain thresholds. These include monetary thresholds for acquisitions resulting in large merged firms, acquisitions by very large companies of smaller targets, creeping or serial acquisitions, and acquisitions of assets that are not all or substantially all of the assets of a business. When such thresholds are met, an acquisition is required to be notified if the target is “carrying on business in Australia” and no exemptions – e.g., primary law, land or financial market exemptions – apply. To facilitate foreign investment, among other measures, in a competitive bid process, bidders can receive a full refund of their application fees, as opposed to a fee credit. From October 31, 2025 to December 12, 2025, the Treasury sought public feedback on proposed reforms to further streamline and strengthen its foreign investment framework. Following that consultation, the government announced the FIRB Reforms as part of its 2026-2027 Budget. These reforms include: (i) a new decision-making target for low-risk transactions of 30 days; (ii) overhauling the exemption certificate regime by enabling the Treasurer to adjust the operation of FATA for certain investors, including by amending their FGI status; (iii) new exemptions from mandatory FIRB approval for low-risk transactions (e.g., small percentage increases in existing holdings and certain land subdivisions); (iv) expanded mandatory notification requirements for investments in sensitive sectors (which are to be specified); (v) revised tracing rules focusing screening on circumstances where upstream entities have material interests or control; and (vi) an extension of the approval validity period from 12 to 24 months. The Treasury also published updates to Guidance Note 2, Guidance Note 6, and Guidance Note 10 to provide further guidance on the temporary ban on foreign purchases of established dwellings.
Pursuant to the Foreign Acquisitions and Takeovers Act 1975 (Cth) and the Foreign Acquisitions and Takeovers Regulation 2015 (collectively, FATA), non-Australian persons must notify FIRB of proposed acquisitions of interests in Australia that involve: ^ Agribusiness or agricultural land; ^ A “substantial interest” (i.e., an interest of 20% or more) in an Australian entity with an enterprise value of AU$347 million or more 1 ; and/or ^ Australian land holdings (other than agricultural land). When reviewing a potential investment, FIRB will consider the transaction’s impact on competition, the economy, the community and national security, as well as the character of the investor. Key aspects of the FATA include: 1. The adoption of a mandatory review requirement for acquisitions of interests of any size in a “national security business” and/ or “national security land” regardless of their value (i.e., AU$0 threshold). Under the FATA, the definition of “national security business” includes the following types of businesses: ^ Critical defense or intelligence goods or services; ^ Critical infrastructure; ^ Sensitive information (about defense and/or intelligence personnel); and ^ Telecommunications.
1 Thresholds are indexed every January 1. Different thresholds apply to the type of business (sensitive or not-sensitive) and the identity of the investor (e.g., investors from free trade agreement partners benefit from higher thresholds).
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