FIRB (Foreign Investment Review Board)

What Is FIRB?

The Foreign Investment Review Board (FIRB) is an Australian government advisory body that administers the foreign investment review framework under the Foreign Acquisitions and Takeovers Act 1975 (FATA) (Australian Government Treasury). FIRB reviews applications from foreign persons seeking to acquire interests in Australian businesses, land, or sensitive assets, and advises the Treasurer on whether to approve, reject, or impose conditions on proposed transactions.

For any cross-border M&A transaction involving the acquisition of an Australian business by a foreign person, FIRB review is one of the first regulatory checkboxes deal teams must clear. Failure to obtain required FIRB approval — or proceeding without lodging a required notification — can result in the Treasurer ordering divestiture of the acquired interest.

When FIRB Review Is Required

FIRB review requirements depend on the investor’s nationality, the nature of the target, and the deal size.

Monetary Thresholds

Foreign acquirers must notify FIRB (and obtain approval or wait out the deemed-approval period) when the value of a proposed acquisition exceeds the relevant monetary threshold. These thresholds are indexed annually and differ by:

• Investor nationality — investors from countries with which Australia has a free trade agreement (FTA) — including the United States, Japan, South Korea, Singapore, and the United Kingdom — benefit from higher thresholds. Investors from non-FTA countries face lower (often zero) thresholds.
• Asset type — residential real estate has the most restrictive thresholds; developed commercial land and businesses have higher ones. Sensitive assets (media, telecommunications, critical infrastructure, defence) may have zero thresholds regardless of nationality.
• Business vs. land — business acquisitions and land acquisitions are assessed under different threshold schedules.

Zero-Threshold Categories

Certain acquisitions require FIRB notification regardless of deal value:

• Acquisitions in sensitive sectors: media, telecommunications, defence and defence-related industries, encryption and security technologies, critical infrastructure
• Acquisitions by foreign government investors (sovereign wealth funds, state-owned enterprises, foreign governments themselves)
• Acquisitions of agricultural land above relatively low area thresholds
• Certain acquisitions of interests in Australian land (residential and developed commercial)

The FIRB Review Process

Lodging the Application

The foreign acquirer lodges a FIRB application through the Australian Taxation Office’s (ATO) online portal. The application requires disclosure of the acquirer’s identity, ownership structure, the nature of the proposed acquisition, and details of the Australian business.

Review Period

The standard review period is 30 days from the date the Treasurer receives the completed application. The Treasurer can extend this by up to a further 90 days via a notice to the applicant. In practice, most mid-market transactions without national security sensitivities are approved within the standard 30-day window.

Outcomes

• Approved unconditionally — most commercial transactions with no national interest concerns
• Approved with conditions — common in transactions touching sensitive sectors; conditions may include governance requirements, information barriers, or restrictions on use of certain data
• Rejected — rare, reserved for transactions where the Treasurer determines the acquisition is contrary to the national interest

FIRB and M&A Deal Planning

For deal teams structuring APAC transactions involving Australian targets, FIRB has three important practical implications:

Timeline. The 30-day review period (extendable to 120 days) must be built into the deal timeline. Signing-to-close windows for Australian targets typically allow 60-90 days for regulatory clearance.

Conditions precedent. FIRB approval is typically a condition precedent in the SPA — the deal cannot close until FIRB approval is obtained (or the deemed-approval period expires without objection).

Acquirer nationality. Chinese-controlled buyers, and increasingly buyers with connections to any government with which Australia has strategic concerns, face heightened scrutiny. National security considerations have become more prominent in FIRB review since reforms introduced in 2020-2021.

FIRB Reform: The 2020 Changes

The Foreign Investment Reform (Protecting Australia’s National Security) Act 2020 significantly expanded FIRB’s powers, introducing:

• A national security business category with stricter rules, including zero-dollar thresholds for acquisitions of sensitive national security businesses by any foreign person
• A new call-in power allowing the Treasurer to review transactions that were not notifiable at the time of completion if they pose national security concerns (up to 10 years after the fact)
• A last resort power to impose conditions or require divestiture of previously approved investments that pose new national security risks

These reforms materially increased regulatory risk for acquisitions of Australian businesses with sensitive data, critical infrastructure exposure, or defence-adjacent operations.

Practical Guidance for Deal Teams

• Engage Australian legal counsel early to determine whether FIRB notification is required and to assess the likely review outcome before committing to exclusivity
• For sovereign wealth fund or state-owned enterprise acquirers, pre-engage with FIRB advisors before formal deal launch — informal guidance can prevent costly surprises
• Structure deal timelines to accommodate FIRB review as a condition precedent, not a post-signing surprise
• In sensitive sectors, consider pre-lodgement discussions with FIRB to identify potential conditions before the formal application

For a broader view of Australian M&A deal dynamics, see our Australia M&A market guide.