What to include in a submission

You should include the following information:

  • who is proposing to take the investment
  • what is being proposed to be acquired
  • the details of the proposed investment
  • why the proposed investment is not contrary to the national interest
  • whether the proposed investment raises any national security concerns

Additional information is required according to the type of investment.

For large investments you may also have to provide additional information to the Australian Taxation Office. For more detail, visit our checklist.

We will not be able to make a decision on your investment proposal if you do not supply all the information needed.

We recommend you seek independent legal advice if you have any doubts about how Australia’s foreign investment framework applies to you or your proposed investment. This information does not constitute legal advice.

The person or entity is proposing the investment

Details of the legal person (an individual or entity) that is proposing the investment:

  • legal name of the person or entity that is acquiring the investment
  • the parent entity, if relevant
  • major activities and locations
  • incorporation or proposed incorporation details
  • Australian Business Number (ABN)
  • Australian Company Number (ACN)
  • major subsidiaries and associated entities
  • any Australian subsidiaries and operations
  • the intended ownership and incorporation details, if the acquiring entity is not yet established (you will need to update these during the assessment process)
  • existing investments or assets in Australia of the entity, the parent entity, and associated entities (including the value of the investments or assets) in Australian dollars
  • the total global assets or assets under management for the entity, the entity’s ultimate parent in Australian dollars
  • details of any existing relationship or economic interests (including beneficial interests) between the parties.

You will also need to provide ownership and control details of the entity, including:

  • the identities and country of origin and percentage of ownership of all investors (including the parent entity) or shareholders who hold an interest of greater than 5 per cent and details of any beneficial owners, including:
    • for foreign government investors, details of why they meet the definition of foreign government investor, and country of origin of all foreign government investors where the aggregate interest of foreign government investors from one country is 5 per cent or more (directly or via a fund), as well as each foreign government investor which has an interest of 5 per cent or more (directly or via a fund)
    • for fund managers, details of investors and country of origin for both the fund manager and the fund
    • for trusts, details of the country of origin for both the trust, beneficial ownership of the trust and any trustees
  • the level of control of all investors identified, including the types of rights that the investors have, for example, voting rights and veto rights
  • the aggregate percentage of any beneficial ownership by foreign government investors (by country).

Proposed investment

You must provide details about your proposed investment, including:

  • the commercial rationale and any information regarding the size and significance of your intended acquisition
  • any relevant commercial deadlines and the quantifiable impact if the investment is delayed
  • a description of the acquirer’s intentions for the business or land, its current use under the Australian and New Zealand Standard Industrial Classification code, any changes to the board composition, management structure or strategic direction as a result of the acquisition
  • information about any sales process, including details of the vendor
  • the consideration and calculation basis (broken down by asset) in Australian dollars
  • description of the type of interest and any associated rights and obligations, for example, assets, shares, land
  • an implementation steps diagram or explanation that describes the source of funds (including debt) and flow of funds to the acquirer to implement the transaction.

You should tell us whether your proposed investment is a:

Your investment proposal may be more than one type of action, and this should be noted.

Business acquisitions

If the investment proposal relates to the acquisition of businesses or entities (corporations or trusts), include:

  • structure diagrams including holding entities (both direct and indirect) of the entity, acquirer, target and target group, pre‑implementation and post‑implementation
  • copies of the previous year’s audited financial statements or, if unavailable, the latest financial records or unaudited financial statements of the intended target and the acquirer
  • for acquisitions of interests in securities, please provide details of whether the acquisition is occurring because of a buy‑back, unit redemption or other form of capital reduction.

Australian land acquisitions

If the investment proposal relates to interests in Australian land, include the following information:

  • the title details of all land interests that are being acquired
  • a map of the land with sufficient detail to allow the location to be determined (such as a coordinate including latitude and longitude)
  • if the target is a land entity, the value of interests in Australian land and the value as a proportion of the target’s total assets
  • consideration (broken down by title) for all titles
  • the size of the land in hectares
  • for agricultural land and mining or production tenements, a map showing the land being acquired and the surrounding area
  • an explanation of the current use of the land in accordance with definitions in the relevant legislation (agricultural land, mining or production tenements, residential land and/or commercial land)
  • for agricultural land, evidence of an open and transparent sales process, refer to Agriculture guidance
  • for licence interests, confirmation of whether the entity will obtain a right to occupy Australian land.
  • for leasehold and licence interests, details of the term of the lease or licence, including any extension or renewal.

Starting an Australian business or national security business

If the investment proposal is to start an Australian business or start a national security business, include the following:

  • a description of the proposed business plan, including the:
    • primary activity proposed and your intended targets clientele and relevant Australian and New Zealand Standard Industrial Classification code
    • proposed location of the head office and where it will operate, including intended lease holdings or property to be purchased
    • total funds to be invested and timeframe for investment
    • expected number of employees.
  • details of any (including proposed) patents, royalty, export franchises and licensing arrangements
  • a list of any regulatory approvals that the new business will require in Australia.

Funding an Australian business

For each entity in the post‑implementation structure, you should provide the following details:

  • the equity instrument, existing or proposed including the:
    • name of the entity issuing the equity instrument
    • nature of the equity instrument, for example, ordinary share, ordinary unit, with or without voting or distribution rights
    • identity of each holder of equity instruments
    • number or percentage of equity instrument held of that type by each holder
    • amount paid by each holder for their equity instrument.
  • Where applicable, details of the counterparties to any equity swap or similar arrangement (for a single counterparty and its associates) covering more than a 1 per cent economic interest in the same company.
  • the debt instrument (existing or proposed) including the:
    • name of the entity issuing the debt instrument
    • nature of each debt instrument issued for example, the type, term, principal, interest rate, subordination/security, external bank facility, investor loan
    • identity of each holder of the debt instrument
    • amount provided by each holder under the debt instrument
    • details of any derivative and/or guarantee associated with the debt instrument
    • risk rating for each cross‑border related party financing arrangement entered into, or to be entered into, by the parties, refer to the Australian Taxation Office Practical Compliance Guideline PCG 2017/4
  • detail of any other type of financing of the entities in the structure not identified above
  • for the purposes of Division 820 of the Income Tax Assessment Act 1997:
    • the revaluation of any assets
    • the method applied to determine the maximum allowable debt amount and any exemptions that may be claimed.

Reasons why proposed investment not contrary to the national interest

Give the reasons why the proposed transaction is not contrary to the national interest if you have characterised your investment as a significant action or a notifiable action, including:

  • the extent to which the transaction may affect Australia’s ability to protect its strategic and security interests and any steps (proposed or taken) to mitigate potential risk (national security concerns)
  • whether the entity (including related entities) has interests in any Australian assets that compete directly or indirectly with, or operate upstream or downstream in the supply chain from your intended acquisitions interests, and if so:
    • an outline of the overlapping products and/or services and key competitors
    • the likely effect of the transaction on competition (such as market shares)
  • the impact of the transaction on other government policies including taxation, the environment and native title
  • details of engagement with other Australian regulatory agencies, for example, the Australian Taxation Office and the Australian Competition and Consumer Commission, including contacts at those agencies
  • the impact of the investment on the economy and community, including changes in employment, investment in the local area, and the entity’s plans for the intended acquisition and timing (including the amount of post‑transaction investment flowing to the target)
  • any information regarding domestic or international investigations including:
    • rulings or ineligibilities
    • conditions imposed as part of previous no objection notifications or exemption certificates under the foreign investment framework
    • exclusions relating to the entity, the parent entity, associated entities or the target acquisition.

National security concerns

For investment proposals involving notifiable national security actions or reviewable national security actions, you should provide the reasons why the proposed transaction and investment is not contrary to national security.

Tax

Tax information may be requested, particularly if you are proposing a large infrastructure related investment.

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