Commonwealth: Foreign Acquisitions and Takeovers Act 1975 (Cth)

Foreign Acquisitions and Takeovers Act 1975 No. 92, 1975 Compilation No. 34 Compilation date: 11 December 2024 Includes amendments: Act No. 136, 2024 About this compilation This compilation This is a compilation of the Foreign Acquisitions and Takeovers Act 1975 that shows the text of the law as amended and in force on 11 December 2024 (the compilation date). The notes at the end of this compilation (the endnotes) include information about amending laws and the amendment history of provisions of the compiled law. Uncommenced amendments The effect of uncommenced amendments is not shown in the text of the compiled law. Any uncommenced amendments affecting the law are accessible on the Register (www.legislation.gov.au). The details of amendments made up to, but not commenced at, the compilation date are underlined in the endnotes. For more information on any uncommenced amendments, see the Register for the compiled law. Application, saving and transitional provisions for provisions and amendments If the operation of a provision or amendment of the compiled law is affected by an application, saving or transitional provision that is not included in this compilation, details are included in the endnotes. Editorial changes For more information about any editorial changes made in this compilation, see the endnotes. Modifications If the compiled law is modified by another law, the compiled law operates as modified but the modification does not amend the text of the law. Accordingly, this compilation does not show the text of the compiled law as modified. For more information on any modifications, see the Register for the compiled law. Self‑repealing provisions If a provision of the compiled law has been repealed in accordance with a provision of the law, details are included in the endnotes. Contents Part 1—Preliminary Division 1—Preliminary 1 Short title 2 Commencement 3 Simplified outline of this Act Division 2—Definitions Subdivision A—Dictionary of definitions 4 Dictionary of definitions Subdivision B—Some defined terms and rules of interpretation 5 Meaning of ordinarily resident 6 Meaning of associate 7 Meaning of independent director 8 Meaning of Australian business 8A Meaning of starts a national security business 8B Meaning of starts an Australian business 9 Meaning of interest in a security 10 Meaning of interest in an asset 11 Meaning of interest in a trust 11A Meaning of interest in an unincorporated limited partnership 12 Meaning of interest in Australian land 13 Interests that are remote or subject to restraint etc. 14 Interests held or acquired jointly 15 Interests acquired by entering agreements or acquiring options 16 Meaning of proposes to take certain action 16A Meaning of interest of a specified percentage in a business 17 Meanings of interest and aggregate interest of a specified percentage in an entity or unincorporated limited partnership 18 Rules relating to determining percentages of interests in entities 18A Increasing percentage of interests without acquiring additional interests in securities 19 Tracing of substantial interests in corporations, trusts and unincorporated limited partnerships 19A Meaning of acquire an interest of a specified percentage in a business 20 Meaning of acquire an interest of a specified percentage in an entity 21 Meanings of subsidiary and holding entity 22 Meanings of voting power and potential voting power 23 Meaning of controls the voting power 24 Meaning of determines the policy of a business of exploiting a mining or production tenement 25 Meaning of enters an agreement 26 Meaning of sensitive business 26A Meaning of registrable water entitlement 27 Regulations to provide in relation to valuing assets 28 Acts done by agents Division 3—Application of this Act 29 Application of this Act to individuals, entities and unincorporated limited partnerships 30 Extension to external Territories 31 Extraterritoriality 32 Extension to exclusive economic zone and continental shelf 33 This Act binds the Crown 34 Concurrent operation of State and Territory laws 35 General severability 36 Severability relating to Australian businesses 37 Regulations providing for exemptions Part 2—Actions to which this Act applies Division 1—Simplified outline of this Part 38 Simplified outline Division 2—Meaning of significant action 39 Simplified outline of this Division 40 Meaning of significant action—entities 41 Meaning of significant action—businesses 42 Action taken in relation to agribusinesses 43 Meaning of significant action—land 44 Meaning of significant action—actions prescribed by the regulations 45 Actions that are not significant actions—exemption certificates Division 3—Meaning of notifiable action 46 Simplified outline of this Division 47 Meaning of notifiable action—general 48 Meaning of notifiable action—actions prescribed by the regulations 49 Actions that are not notifiable actions—exemption certificates Division 4—The threshold test and change in control Subdivision A—Simplified outline of this Division 50 Simplified outline of this Division Subdivision B—The threshold test 51 The threshold test for entities and businesses 52 The threshold test for land 53 The threshold test in relation to actions of more than one kind Subdivision C—Change in control 54 Change in control Subdivision D—Regulations 55 Regulations Division 4A—Meaning of notifiable national security action Subdivision A—Simplified outline 55A Simplified outline Subdivision B—Meaning of notifiable national security action 55B Meaning of notifiable national security action Division 4B—Meaning of reviewable national security action Subdivision A—Simplified outline 55C Simplified outline Subdivision B—Meaning of reviewable national security action 55D Meaning of reviewable national security action—entities 55E Meaning of reviewable national security action—businesses 55F Meaning of reviewable national security action—land 55G Actions that are not reviewable national security actions—exemption certificates Division 5—Exemption certificates 56 Simplified outline of this Division 57 Exemption certificates for new dwellings 58 Exemption certificates for foreign persons 59 Exemption certificates for established dwellings 60 Other matters that may be specified by exemption certificates 61 Time limit for making decisions on exemption certificates 61A Treasurer may extend period by up to 90 days 62 Variation or revocation of exemption certificates—general 62A Variation or revocation of exemption certificates—false or misleading information or documents 62B Effect of revocation or variation of exemption certificate 63 Exemption certificates provided for by the regulations Division 6—Entities whose securities are stapled and entities operating on a unified basis 64 Simplified outline of this Division 65 Entities whose securities are stapled and entities operating on a unified basis Part 3—Powers of Treasurer Division 1—Simplified outline of this Part 66 Simplified outline of this Part Division 1A—Review of reviewable national security actions 66A National security review of actions Division 2—Orders relating to actions that are, or whose result would be, contrary to national security or the national interest Subdivision A—Orders 67 Order prohibiting proposed actions 68 Interim orders 69 Disposal orders 70 Limitation on making disposal orders Subdivision B—No objection notifications 74 No objection notification imposing conditions 75 No objection notification not imposing conditions 76 Content of notification 76A Revocation of no objection notification Subdivision C—Time limits on making orders and decisions 77 Time limit on making orders and decisions 77A Treasurer may extend decision period by up to 90 days Subdivision D—Anti‑avoidance 78 Anti‑avoidance 79 Persons involved in avoidance taken to be associates Division 3—Last resort powers: orders to deal with national security risks arising after an initial assessment Subdivision A—National security review required 79A National security review required before orders may be made 79B When an action creates a national security risk Subdivision B—Orders 79C Considerations required by Treasurer before any order given 79D Order prohibiting proposed actions 79E Disposal orders Subdivision C—Other powers of Treasurer 79F Considerations required by Treasurer before any power exercised 79G Varying or revoking conditions of no objection notification 79H Notice imposing conditions 79J Variation of notice imposing conditions Subdivision D—Miscellaneous 79K Exercise of powers under this Division Division 4—Administrative provisions Subdivision A—Orders 79L Variation and revocation of orders 79M Registration and commencement of orders 79N Actions of more than one kind Subdivision B—Variation of notices imposing conditions 79P Variation with consent or without disadvantage 79Q Variation on application Division 5—Treasurer directions Subdivision A—Directions to persons 79R Treasurer may give direction to person 79S Publication of directions 79T When direction takes effect 79U Varying and revoking directions Subdivision B—Interim directions to persons 79V Treasurer may give interim direction to person 79W When interim direction takes effect 79X Expiry of interim direction 79Y Varying and revoking interim directions Part 4—Notices required for notifiable actions and notifiable national security actions, and may be given of other actions 80 Simplified outline of this Part 81 Compulsory notice of notifiable actions and notifiable national security actions 82 Limitation on taking actions after notice given Part 5—Offences and civil penalties Division 1—Simplified outline of this Part 83 Simplified outline of this Part Division 2—Offences 84 Failing to give notice 85 Taking action before end of period 85A Taking action while prohibited by this Act 86 Contravening orders under Part 3 87 Contravening conditions 88 Failing to advertise new dwellings 88A Contravening directions and interim directions Division 3—Civil penalties Subdivision A—Civil penalties relating to actions generally 89 Contravening orders under Part 3 Subdivision B—Civil penalties relating to actions (except in relation to residential land) 90 Application 91 Failing to give notice 92 Taking action before end of period 92A Taking action while prohibited by this Act 93 Contravening conditions Subdivision C—Civil penalties relating to residential land 94 Acquisition of interests in residential land 95 Acquisition of interests in established dwellings 95A Taking action while prohibited by this Act 96 Contravening conditions in relation to residential land 97 Persons contravening conditions 98 Working out capital gains Subdivision D—Other civil penalties 98A Contravening directions and interim directions 98B False or misleading information and documents 98C Failure to notify Treasurer of taking of action specified in no objection notification 98D Failure to notify taking of action related to exemption certificate 98E Failure to notify Treasurer of situations following core Part 3 action Subdivision E—Miscellaneous 98F Civil penalty amounts for penalty provision based on value Division 4—Miscellaneous Subdivision A—Application of the Regulatory Powers Act—Civil penalty provisions 99 Civil penalty provisions Subdivision AA—Application of the Regulatory Powers Act—Infringement notices 100 Infringement notices 101 Meanings of tier 1 infringement notice, tier 2 infringement notice and tier 3 infringement notice 101AA Threshold for distinction between tier 2 infringement notices and tier 3 infringement notices Subdivision AB—Application of the Regulatory Powers Act—Monitoring powers 101A Monitoring powers Subdivision AC—Application of the Regulatory Powers Act—Investigation powers 101B Investigation powers Subdivision AD—Application of the Regulatory Powers Act—Enforceable undertakings 101C Enforceable undertakings 101D Publication of undertakings Subdivision AE—Application of the Regulatory Powers Act—Miscellaneous 101E Appointment of authorised officers 101F Delegation of certain powers and functions under the Regulatory Powers Act Subdivision B—Liability of officers of corporations 102 Liability of officers of corporations authorising or permitting contraventions 103 Civil penalties for officers of corporations failing to prevent contraventions Subdivision C—Recovering unpaid penalties 104 Creation of charge on land 105 Treasurer's declaration relating to charge 106 Effect of charge on land 107 Vesting of interest in land 108 When the Commonwealth can begin dealing with interests in land 109 Disposing of interests in land 110 Exemption from stamp duty and other State or Territory taxes and fees 111 Compensation for acquisition of property Part 6—Fees in relation to actions 112 Simplified outline of this Part 113 When fees are payable 114 Requirement for fees to be paid before Treasurer exercises powers 115 Waiver and remission of fees Part 6A—Vacancy fees for foreign acquisitions of residential land Division 1—Simplified outline of this Part 115A Simplified outline of this Part Division 2—Vacancy fees: liability 115B Scope of this Division—persons and land 115C Liability for vacancy fees 115D Vacancy fee liability—vacancy fee return 115DA Vacancy fee liability—false or misleading vacancy fee return 115E Vacancy fee liability—notice of liability for vacancy fee 115F Vacancy fee liability—due date 115G Vacancy fee liability—requirement to keep records 115H Vacancy fee liability—waiver and remission Division 3—Vacancy fees: recovery of unpaid fees 115J Vacancy fee recovery—as a debt 115K Vacancy fee recovery—creation of charge over Australian land 115L Vacancy fee recovery—Treasurer's declaration relating to charge over land 115M Vacancy fee recovery—effect of charge on land 115N Vacancy fee recovery—court order authorising vesting of interest in Commonwealth 115P Vacancy fee recovery—vesting of interest in land 115Q When the Commonwealth can begin dealing with interests in land 115R Vacancy fee recovery—disposing of interests in land 115S Vacancy fee recovery—exemption from stamp duty and other State or Territory taxes and fees 115T Vacancy fee recovery—compensation for acquisition of property Part 7—Administrative provisions Division 1—Simplified outline of this Part 116 Simplified outline of this Part Division 2—Record‑keeping 117 What records must be made and kept 118 Making and keeping records 119 Offence for failing to make and keep records Division 3—Confidentiality of information 120 Meaning of protected information 121 Authorisation of disclosures etc. of protected information for the purposes of this Act 122 Authorisation of disclosures to Commonwealth Ministers and Commonwealth bodies 123 Authorisation of disclosures relating to law enforcement 123A Authorisation of disclosures about decisions where Commonwealth, State or Territory Minister or body etc. provided information 123B Authorisation of disclosures to foreign governments and separate government entities 124 Authorisation of disclosures of non‑identifying information 125 Authorisation of disclosures of information in the public domain 126 Authorisation of disclosures where consent or to person who gave information or related entity 126A Authorisation of disclosure by Registrar of information in the Register 127 Authorisation to use information for purposes of proceedings 128 Offence relating to protected information 129 Exception for use of information in good faith 130 No requirement to provide protected information Division 4—Review of decisions 130A ART review of decisions 130L Restriction on Treasurer's powers after review 130M Costs Part 7A—The Register of Foreign Ownership of Australian Assets Division 1—Simplified outline of this Part 130P Simplified outline of this Part Division 2—The Register of Foreign Ownership of Australian Assets 130Q Register commencement day 130R Appointment of the Registrar 130S Registrar must keep Register 130T Information to be contained in the Register 130U Registrar may add information to the Register 130V Registrar may disclose information in the Register in certain circumstances 130W Giving notice to Registrar 130X Interests acquired by entering agreements etc. 130Y Agents may give notice 130Z Regulations may extend time for giving notice Division 3—Requirements to give register notices to the Registrar Subdivision A—Requirements relating to interests in land 130ZA Foreign person acquires interest in Australian land 130ZB Foreign person acquires interest in exploration tenement 130ZC Person becomes a foreign person while holding interest in land 130ZD Change in nature of interest in land Subdivision B—Requirements relating to registrable water interests 130ZE Foreign person acquires registrable water interest 130ZF Person becomes a foreign person while holding registrable water interest 130ZG Change to certain characteristics of a registrable water interest Subdivision C—Requirements relating to interests in businesses or entities 130ZH Foreign person takes action that is a significant action under section 40—entities 130ZI Foreign person takes action that is a significant action under section 41—businesses 130ZJ Foreign person takes action that is a notifiable action under section 47—entities and businesses 130ZK Foreign person takes action that is a notifiable national security action under section 55B 130ZL Foreign person takes action that is a reviewable national security action under section 55D—entities 130ZM Foreign person takes action that is a reviewable national security action under section 55E—businesses 130ZN Change in interest in an entity or business 130ZO Person becomes a foreign person while holding interest in an entity or business 130ZP Person becomes a foreign person while carrying on or holding interest in a national security business Subdivision D—Requirements relating to registered circumstances 130ZQ Registered circumstance ceases 130ZR Foreign person ceases to be a foreign person while registered circumstances exist Subdivision E—Requirements relating to persons who die, or corporations that are wound up, before notice is given 130ZS Requirement for executor or administrator to give notice for person who dies before giving notice 130ZT Requirement for corporate liquidator to give notice for corporation that is wound up before giving notice Subdivision F—Prescribed requirements 130ZU Regulations may require notice to be given to Registrar Division 4—Consequences of failing to give notice to Registrar 130ZV Civil penalty for failing to give notice to Registrar Division 5—Miscellaneous 130ZW Directions by Treasurer 130ZX Delegation 130ZY Report to the Parliament 130ZZ Data standards Part 8—Miscellaneous 131 Simplified outline of this Part 132 Powers of courts 133 Treasurer may require information 134 Validity of acts done in contravention of this Act 135 Manner of notification and application 135A Service of notices and other documents on persons who cannot be found, or who are not in Australia 136 Withdrawal of applications and notices 137 Delegation of powers or functions 138 Powers of Commissioner of Taxation 139 Regulations Endnotes Endnote 1—About the endnotes Endnote 2—Abbreviation key Endnote 3—Legislation history Endnote 4—Amendment history An Act relating to the foreign acquisition of certain land interests and to the foreign acquisition and foreign control of certain business enterprises and mineral rights Part 1—Preliminary Division 1—Preliminary 1 Short title This Act may be cited as the Foreign Acquisitions and Takeovers Act 1975. 2 Commencement This Act shall come into operation on a date to be fixed by Proclamation. 3 Simplified outline of this Act This Act deals with certain actions to acquire interests in securities, assets or Australian land, and actions taken in relation to entities (being corporations and unit trusts) and businesses, that have a connection to Australia. These actions are called significant actions. For an action to be a significant action, the action must in most cases result in a change in control involving a foreign person or be taken by a foreign person. This Act also deals with actions taken by persons that have, or may have, implications for Australia's national security. These actions may or may not be significant actions. Actions relating to a national security business or national security land are notifiable national security actions. If an action is a reviewable national security action, or a significant action that is not a notifiable action or a notifiable national security action, the Treasurer may review the action if the Treasurer considers that the action may pose a national security concern. If a person proposes to take or has taken an action, the Treasurer has power to do one or more of the following: (a) decide that the Commonwealth has no objection to the action; (b) impose conditions on the action; (c) prohibit the action; (d) require the action to be undone (for example, by requiring the disposal of an interest that has been acquired). Offences and civil penalties apply for failing to comply with: (a) an order made prohibiting an action, or requiring an action to be undone; or (b) a condition imposed on an action. Significant actions that are notifiable actions, and notifiable national security actions, must generally be notified to the Treasurer before the actions can be taken. Offences and civil penalties may apply if a notifiable action is taken without a notice having been given. Broadly, if a notice has been given stating that a significant action is proposed to be taken, the action must not be taken before the end of a specified period (generally of 40 days, or an additional period of up to 90 days from the registration of an interim order). Fees are payable in relation to applications and orders made, and notices and notifications given, under this Act. A person must make and keep records for the purposes of this Act, including in relation to significant actions and notifiable actions. Information that is obtained for the purposes of this Act (called protected information) may be disclosed only for certain purposes. A person who obtains, uses or discloses protected information other than as authorised by this Act may commit an offence. The Register of Foreign Ownership of Australian Assets is kept under Part 7A. The Register records certain actions relating to interests acquired, held or disposed of by foreign persons. A foreign person who takes such an action (which may or may not be a significant action or a notifiable action, or otherwise covered by this Act) must give a register notice to the Registrar. In some circumstances, other people must also give notices to the Register. A civil penalty applies to a failure to give a notice under Part 7A. Division 2—Definitions Subdivision A—Dictionary of definitions 4 Dictionary of definitions In this Act: 6 month period has the meaning given by subsection 113(3). acquire an interest of a specified percentage: (a) in a business—has the meaning given by section 19A; and (b) in an entity—has the meaning given by section 20. acquisition of property has the same meaning as in paragraph 51(xxxi) of the Constitution. aggregate interest of a specified percentage in an entity has the meaning given by subsection 17(2). aggregate substantial interest: 2 or more persons hold an aggregate substantial interest in an entity or trust if: (a) for an entity—the persons hold an aggregate interest of at least 40% in the entity; or (b) for a trust (including a unit trust)—the persons, together with any one or more associates of any of them hold, in the aggregate, beneficial interests in at least 40% of the income or property of the trust. Note: See also sections 17 (meanings of interest and aggregate interest of a specified percentage in an entity) and 18 (rules relating to determining percentages of interests in entities). agribusiness: an Australian entity or Australian business is an agribusiness in the circumstances prescribed by the regulations. agricultural land means land in Australia that is used, or that could reasonably be used, for a primary production business. Note: The regulations may provide that land of a specified kind is not agricultural land (see subsection 37(3)). agricultural land corporation has the meaning prescribed by the regulations. agricultural land trust has the meaning prescribed by the regulations. ART Act means the Administrative Review Tribunal Act 2024. asset includes an interest in an asset. associate has the meaning given by section 6. Australia, when used in a geographical sense, includes the external Territories. Australian business has the meaning given by section 8. Australian corporation means a corporation formed in Australia. Australian entity means an Australian corporation or an Australian unit trust. Australian land means agricultural land, commercial land, residential land or a mining or production tenement. Australian land corporation has the meaning prescribed by the regulations. Australian land trust has the meaning prescribed by the regulations. Australian subsidiary of a foreign entity means an Australian entity that is a subsidiary of the foreign entity. Note: For the definition of subsidiary, see section 21. Australian unit trust means a unit trust: (a) the trustee of which holds relevant Australian assets; or (b) the trustee of which carries on an Australian business; or (c) the central management and control of which is in Australia; or (d) in which one or more persons who are ordinarily resident in Australia hold more than 50% of the beneficial interests in the income or property of the unit trust; or (e) that is listed for quotation in the official list of a stock exchange in Australia. Australian water access entitlement means a perpetual or ongoing entitlement, by or under a law of a State or Territory, to exclusive access to a share of the water resources of an area in the State or Territory. authorised officer means a person appointed as an authorised officer under subsection 101E(1). business includes any activity carried on by: (a) the Commonwealth, a State, a Territory or a local governing body; or (b) a body corporate established for a public purpose by or under a law of the Commonwealth, a State or a Territory; or (c) an entity wholly owned by the Commonwealth, a State, a Territory, a local governing body or a body corporate covered by paragraph (b). change in control has the meaning given by section 54. civil penalty provision has the same meaning as in the Regulatory Powers Act. commercial land means land in Australia or the seabed of the offshore area, other than land: (a) used wholly and exclusively for a primary production business; or (b) on which there is at least one dwelling (except commercial residential premises); or (c) on which the number of dwellings (except commercial residential premises) that could reasonably be built is less than the number prescribed by the regulations for the purposes of subparagraph (a)(ii) of the definition of residential land in this section. commercial residential premises has the same meaning as in the A New Tax System (Goods and Services Tax) Act 1999. Commonwealth, State or Territory body includes a Department of State, or an authority or agency, of the Commonwealth, a State or a Territory. consideration has the meaning prescribed by the regulations. constituent document of an entity or unincorporated limited partnership means any rules or other document constituting or establishing the entity or partnership or governing its activities, and includes: (a) for a corporation—the constitution of the corporation; and (b) for a unit trust—the trust deed for the trust; and (c) for an unincorporated limited partnership—the partnership agreement. contractual water right of a person means a right that the person holds (alone or jointly) under a contract or a deed to all or part of another person's: (a) registrable water entitlement; or (b) water allocation; or (c) right of a kind specified in the regulations. controls: (a) the voting power—has the meaning given by section 23; and (b) an entity or business—has the meaning given by subsections 54(4) and (5). core Part 3 action means any of the following: (a) a significant action (other than an action mentioned in paragraph (b)); (b) any of the following actions: (i) a notifiable national security action that is not a significant action; (ii) an action in respect of which the Treasurer has given notice under subsection 66A(4); (iii) a reviewable national security action that is notified to the Treasurer. data standards means standards determined by the Registrar under section 130ZZ. debenture includes: (a) debenture stock, bonds and notes; and (b) any other document evidencing or acknowledging indebtedness of an entity, whether or not constituting a charge on the assets of the entity. decision period has the meaning given by subsection 77(8). determines the policy of a business of exploiting a mining or production tenement has a meaning affected by section 24. development means one or more multi‑storey buildings if: (a) the buildings will be, are being or have been built; and (b) the buildings are or were under one development approval; and (c) the number of independent self‑contained dwellings (other than townhouses) that the buildings contain or will contain is at least the number prescribed by the regulations. direct interest has the meaning prescribed by the regulations. director includes any person occupying the position of director (however described) of a corporation. eligible Registrar appointee means: (a) an Agency (within the meaning of the Public Service Act 1999); or (b) a body, whether incorporated or not, established for a public purpose by or under a law of the Commonwealth; or (c) a person: (i) holding or performing the duties of an office established by or under a law of the Commonwealth; or (ii) holding an appointment made under a law of the Commonwealth. engage in conduct includes fail or refuse to engage in conduct. enters has a meaning affected by section 25. entity means a corporation or a unit trust. established dwelling means a dwelling (except commercial residential premises) on residential land that is not a new dwelling. exempt core Part 3 action means an action which would be a core Part 3 action if an exemption certificate did not relate to the action. exemption certificate means a certificate given under: (a) section 57, 58 or 59; or (b) regulations made for the purposes of section 63. exploration tenement means any of the following: (a) a right (however described) under a law of the Commonwealth, a State or a Territory to recover minerals (such as coal or ore), oil or gas in Australia or from the seabed or subsoil of the offshore area for the purposes of prospecting or exploring for minerals, oil or gas; (b) a right that preserves a right mentioned in paragraph (a); (c) a lease under which the lessee has a right mentioned in paragraph (a) or (b); (d) an interest in a right mentioned in paragraph (a) or (b) or under a lease mentioned in paragraph (c). foreign corporation means a foreign corporation to which paragraph 51(xx) of the Constitution applies. foreign entity means an entity that is not an Australian entity. foreign government means an entity (within the ordinary meaning of the term) that is: (a) a body politic of a foreign country; or (b) a body politic of part of a foreign country; or (c) a part of a body politic mentioned in paragraph (a) or (b). foreign government investor has the meaning prescribed by the regulations. foreign person means: (a) an individual not ordinarily resident in Australia; or (b) a corporation in which an individual not ordinarily resident in Australia, a foreign corporation or a foreign government holds a substantial interest; or (c) a corporation in which 2 or more persons, each of whom is an individual not ordinarily resident in Australia, a foreign corporation or a foreign government, hold an aggregate substantial interest; or (d) the trustee of a trust in which an individual not ordinarily resident in Australia, a foreign corporation or a foreign government holds a substantial interest; or (e) the trustee of a trust in which 2 or more persons, each of whom is an individual not ordinarily resident in Australia, a foreign corporation or a foreign government, hold an aggregate substantial interest; or (f) a foreign government; or (g) any other person, or any other person that meets the conditions, prescribed by the regulations. Note: In certain circumstances, an associate of a foreign person may be taken to be a foreign person even if the associate is not a foreign person (see subsection 54(7)). general meeting of an entity or unincorporated limited partnership means: (a) for a corporation—a general meeting of the corporation; or (b) for a unit trust—a meeting of unit holders of the trust that is held in accordance with a constituent document of the trust; or (c) for an unincorporated limited partnership—a meeting of partners of the partnership that is held in accordance with a constituent document of the partnership. general partner means a partner of a limited partnership whose liability relating to the partnership is not limited. head has the same meaning as in the Office of National Intelligence Act 2018. holding entity has the meaning given by subsection 21(4). independent director has the meaning given by section 7. interest: (a) in a security—has the meaning given by section 9; and (b) in an asset—has the meaning given by section 10; and (c) in a trust—has the meaning given by section 11; and (ca) in an unincorporated limited partnership—has the meaning given by section 11A; and (d) in Australian land—has the meaning given by section 12; and (da) in a business—has the meaning given by section 16A; and (e) of a specified percentage in an entity—has the meaning given by section 17; and (f) of a specified percentage in an unincorporated limited partnership—has the meaning given by subsection 17(2A). Note: For other rules relating to interests in a security, asset, trust or Australian land, see sections 13 to 15. interim order means an order made under section 68. just terms has the same meaning as in paragraph 51(xxxi) of the Constitution. land includes: (a) a building (including a new dwelling or an established dwelling) or a part of a building; and (b) subsoil of land. land register means a register kept under a law of the Commonwealth, a State or a Territory in which interests (within the ordinary meaning of the term) in Australian land are registered. lease includes a sublease. limited partner means a partner of a limited partnership whose liability relating to the partnership is limited. limited partnership means an association of persons that: (a) was formed solely for the purposes of becoming a partnership where the liability of at least one partner relating to the partnership is limited; and (b) is recognised under a law of the Commonwealth, a State, a Territory, a foreign country or a part of a foreign country as such a partnership. long term lease means a lease granted by the Commonwealth, a State or a Territory for a term (including any extension or renewal) that is reasonably likely, at the time the lease is granted, to exceed 20 years. mining or production tenement means: (a) a right (however described) under a law of the Commonwealth, a State or a Territory to recover minerals (such as coal or ore), oil or gas in Australia or from the seabed or subsoil of the offshore area, other than a right to recover minerals, oil or gas for the purposes of prospecting or exploring for minerals, oil or gas; or (b) a right that preserves a right mentioned in paragraph (a); or (c) a lease under which the lessee has a right mentioned in paragraph (a) or (b); or (d) an interest in a right mentioned in paragraph (a) or (b) or under a lease mentioned in paragraph (c). national intelligence community has the same meaning as in the Office of National Intelligence Act 2018. national security business has the meaning prescribed by the regulations. national security land has the meaning prescribed by the regulations. near‑new dwelling acquisition has the meaning given by subsection 113(4A). near‑new dwelling interest has the same meaning as in regulations made for the purposes of section 63 (exemption certificates provided for by the regulations). new dwelling means a dwelling (except commercial residential premises) that will be, is being or has been built on residential land and that: (a) has not been previously sold as a dwelling; and (b) either: (i) has not been previously occupied; or (ii) if the dwelling is contained in a development and the dwelling was sold by the developer of the development—has not been previously occupied for more than 12 months in total. Note: For when a dwelling is sold, see subsections 15(4) and (5). new dwelling acquisition has the meaning given by subsection 113(4). no objection notification means: (a) a written notification given under subsection 74(2) and includes such a notification as varied under section 74, 76 or 79G; or (b) a written notification given under subsection 75(2) and includes such a notification as varied under section 76 or 79G. notice imposing conditions means a written notice given under subsection 79H(1) and includes such a notice as varied under section 79J, 79P or 79Q. notifiable action has the meaning given by Division 3 of Part 2. notifiable national security action has the meaning given by section 55B. occupation day has the meaning given by section 115C. officer of an entity includes the following: (a) for a corporation—a director of the corporation; (b) for a unit trust: (i) the trustee of which is an individual—the trustee; and (ii) the trustee of which is a corporation—a director of the trustee; and (iii) in any case—any other individual involved in the central management and control of the trust; (c) a person who is, or a person in a group of persons who are, in a position to determine the investments or policy of the entity or a trustee of the entity; (d) a person who makes, or participates in making, decisions that affect the whole, or a substantial part of, the business of the entity; (e) a person who has the capacity to affect significantly the financial standing of the entity; (f) a receiver and manager of any part of the business of the entity appointed under a power contained in any instrument; (g) an administrator of the entity; (h) an administrator under a deed of company arrangement executed by the entity; (i) a liquidator of the entity appointed in a voluntary winding up. offshore area means: (a) the exclusive economic zone of Australia; or (b) the continental shelf of Australia. ordinarily resident has a meaning affected by section 5. potential voting power has the meaning given by section 22. primary production business has the same meaning as in the Income Tax Assessment Act 1997. proposes: (a) to acquire an interest in securities, assets or Australian land—has a meaning affected by subsection 16(1); and (b) to enter or terminate an agreement—has a meaning affected by subsection 16(2). protected information has the meaning given by section 120. Register means the Register of Foreign Ownership of Australian Assets kept under section 130S. Register commencement day has the meaning given by section 130Q. registered circumstance, in relation to a person, means a registered circumstance that exists in relation to the person under a provision of Division 3 of Part 7A (including regulations made for the purposes of subsection 130ZU(1)). register notice means a notice that a person gives or is required to give to the Registrar under a provision of Division 3 of Part 7A (including regulations made for the purposes of subsection 130ZU(1)). registrable event day: (a) in relation to a register notice required to be given under a provision of Division 3 of Part 7A (other than subsection 130ZU(2))—means the day specified by the provision as the registrable event day for the notice; and (b) in relation to a register notice required to be given under subsection 130ZU(2)—has the meaning given by regulations made for the purposes of subsection 130ZU(1). Note: This definition is affected by section 130X (interests acquired by entering agreements etc.). registrable water entitlement has the meaning given by section 26A. registrable water interest means: (a) a registrable water entitlement; or (b) a contractual water right of a person under a contract or deed whose term (including any extension or renewal) after the person starts to hold the right is reasonably likely to exceed 5 years. Registrar means the eligible Registrar appointee appointed under section 130R. Regulatory Powers Act means the Regulatory Powers (Standard Provisions) Act 2014. relative has the same meaning as in the Income Tax Assessment Act 1997. relevant Australian assets means: (a) Australian land, including legal and equitable interests (within the ordinary meaning of the term) in such land; or (b) securities in an Australian entity. relevant entity means any of the following: (a) an Australian entity; (b) a foreign corporation: (i) that holds relevant Australian assets; or (ii) that is a holding corporation of one or more Australian corporations; (c) a holding entity of such a foreign corporation or of an Australian unit trust. Note: A holding entity mentioned in paragraph (c) may be a foreign corporation of a kind that is not mentioned in paragraph (b). residential land: (a) means land in Australia if: (i) there is at least one dwelling on the land; or (ii) the number of dwellings that could reasonably be built on the land is less than the number prescribed by the regulations; and (b) does not include land: (i) used wholly and exclusively for a primary production business; or (ii) on which the only dwellings are commercial residential premises. residential land acquisition means a notifiable action to acquire an interest in residential land. residential land (near‑new dwelling interests) certificate has the same meaning as in regulations made for the purposes of section 63 (exemption certificates provided for by the regulations). residentially occupied has the meaning given by section 115C. reviewable decision means a decision of the Treasurer under Division 3 of Part 3 that a national security risk exists in relation to an action. reviewable national security action has the meaning given by Division 4B of Part 2. scheme means: (a) any agreement, understanding, promise or undertaking: (i) whether express or implied; and (ii) whether or not enforceable, or intended to be enforceable, by legal proceedings; and (b) any scheme, plan, proposal, action, course of action or course of conduct, whether unilateral or otherwise. Secretary means the Secretary of the Department. security means a share in a corporation or a unit in a unit trust. senior officer of an entity means an officer of the entity under any of paragraphs (a) to (e) of the definition of officer in this section, except an independent director of the entity. sensitive business has the meaning given by section 26. separate government entity means an individual, corporation or corporation sole that: (a) is an agency or instrumentality of a foreign country or a part of a foreign country; and (b) is not part of the body politic of a foreign country or of a part of a foreign country. share of a corporation means a share in the share capital of the corporation, and includes: (a) stock into which all or any of the share capital of the corporation has been converted; and (b) except in section 9, an interest in such a share or in such stock. significant action has the meaning given by Division 2 of Part 2. significant agreement with an Australian business is an agreement relating to: (a) the leasing of, the letting on hire of, or the granting of other rights to use, assets of the business; or (b) the participation by a person in the profits or central management and control of the business. starts a national security business has the meaning given by section 8A. starts an Australian business has the meaning given by section 8B. subsidiary has the meaning given by subsections 21(1) to (3). substantial interest: a person holds a substantial interest in an entity, trust or unincorporated limited partnership if: (a) for an entity or unincorporated limited partnership—the person holds an interest of at least 20% in the entity or partnership; or (b) for a trust (including a unit trust)—the person, together with any one or more associates, holds a beneficial interest in at least 20% of the income or property of the trust. Note 1: See also sections 17 (meanings of interest and aggregate interest of a specified percentage in an entity or unincorporated limited partnership) and 18 (rules relating to determining percentages of interests in entities). Note 2: For when a person acquires a substantial interest in an entity, see section 20. temporary resident means an individual who: (a) holds a temporary visa under the Migration Act 1958 that allows the individual to remain in Australia for a continuous period of more than 12 months (disregarding the amount of that period remaining); or (b) meets the following conditions: (i) the individual is residing in Australia; (ii) the individual has applied for a permanent visa under the Migration Act 1958; (iii) the individual holds a bridging visa under that Act that allows the individual to remain in Australia until the application has been finally determined; or (c) meets the conditions prescribed by the regulations. this Act includes the regulations. threshold test is met has the meaning given by Subdivision B of Division 4 of Part 2. tier 1 infringement notice has the meaning given by subsection 101(1). tier 2 infringement notice has the meaning given by subsection 101(2). tier 3 infringement notice has the meaning given by subsection 101(4). total asset value for an entity has the meaning prescribed by the regulations. total issued securities value for an entity has the meaning prescribed by the regulations. Tribunal means the Administrative Review Tribunal. unpaid vacancy fees has the meaning given by section 115K. unpaid vacancy penalties has the meaning given by section 115K. vacancy fee has the meaning given by section 115C. vacancy year has the meaning given by section 115C. voting power has the meaning given by subsection 22(1). water allocation means the specific volume of water allocated to an Australian water access entitlement in a given period. water resource means: (a) surface water or ground water; or (b) a watercourse, lake, wetland or aquifer (whether or not it currently has water in it). An expression used in this definition that is also used in the Water Act 2007 has the same meaning as in that Act. Subdivision B—Some defined terms and rules of interpretation 5 Meaning of ordinarily resident (1) An individual who is not an Australian citizen is ordinarily resident in Australia at a particular time if and only if: (a) the individual has actually been in Australia during 200 or more days in the period of 12 months immediately preceding that time; and (b) at that time: (i) the individual is in Australia and the individual's continued presence in Australia is not subject to any limitation as to time imposed by law; or (ii) the individual is not in Australia but, immediately before the individual's most recent departure from Australia, the individual's continued presence in Australia was not subject to any limitation as to time imposed by law. (2) Without limiting paragraph (1)(b), an individual's continued presence in Australia is subject to a limitation as to time imposed by law if the individual is an unlawful non‑citizen within the meaning of the Migration Act 1958. 6 Meaning of associate (1) Each of the following persons is an associate of a person: (a) any relative of the person; (b) any person with whom the person is acting, or proposes to act, in concert in relation to an action to which this Act may apply; (c) any person with whom the person carries on a business in partnership; (d) any entity of which the person is a senior officer; (e) if the person is an entity: (i) any holding entity of the entity; or (ii) any senior officer of the entity; (f) any entity whose senior officers are accustomed or under an obligation (whether formal or informal) to act in accordance with the directions, instructions or wishes of: (i) the person; or (ii) if the person is an entity—the senior officers of the person; (g) an entity if the person is accustomed or under an obligation (whether formal or informal) to act in accordance with the directions, instructions or wishes of: (i) the entity; or (ii) the senior officers of the entity; (h) any corporation in which the person holds a substantial interest; (i) if the person is a corporation—a person who holds a substantial interest in the corporation; (j) the trustee of a trust in which the person holds a substantial interest; (k) if the person is the trustee of a trust—a person who holds a substantial interest in the trust; (l) if the person is a foreign government, a separate government entity or a foreign government investor in relation to a foreign country (or a part of a foreign country): (i) any other person that is a foreign government in relation to that country (or any part of that country); or (ii) any other person that is a separate government entity in relation to that country (or any part of that country); or (iii) any other foreign government investor in relation to that country (or any part of that country). Note: A person may be taken to be an associate under section 79. Additional associates in relation to interests in residential land (2) For an action taken relating to an interest in residential land (within the meaning of any of the paragraphs of subsection 12(1)), each of the following persons is also an associate of a person: (a) an entity that is not listed for quotation in the official list of a stock exchange if a relative of the person: (i) holds a substantial interest in the entity; or (ii) is a senior officer of the entity; (b) if the person is an entity (the first entity)—another entity (the second entity) if: (i) an individual holds a substantial interest in the first entity or is a senior officer of the first entity; and (ii) a relative of the individual holds a substantial interest in the second entity or is a senior officer of the second entity; and (iii) the first entity and the second entity are not, and are not a subsidiary or trustee of an entity, listed for quotation in the official list of a stock exchange. Persons who are not associates (3) Despite subsections (1) and (2), a person is not an associate of another person merely because: (a) one gives advice to the other, or acts on the other's behalf, in the proper performance of the functions attaching to a professional capacity or a business relationship; or (b) one, a client, gives specific instructions to the other, whose ordinary business includes dealing in financial products (within the meaning of Division 3 of Part 7.1 of the Corporations Act 2001), to acquire financial products on the client's behalf in the ordinary course of that business; or (c) one had sent, or proposes to send, to the other an offer under a takeover bid (within the meaning of that Act) for securities held by the other; or (d) one has appointed the other, otherwise than for valuable consideration (within the ordinary meaning of the term) given by the other or by an associate of the other, to vote as a proxy or representative; or (e) both of the following apply: (i) one provides independent services as a trustee of a trust to the other who is a beneficiary of the trust; (ii) the trustee is licensed to provide those services under a law of the Commonwealth, a State, a Territory, a foreign country or a part of a foreign country; or (f) one holds a substantial interest in a registered scheme (within the meaning of the Corporations Act 2001) and the other is the responsible entity of the scheme (within the meaning of that Act); or (fa) one holds a substantial interest in a notified foreign passport fund (within the meaning of the Corporations Act 2001) and the other is the operator of the fund (within the meaning of that Act); or (g) both are partners of one of the following kinds of partnerships: (i) a partnership of actuaries or accountants; (ii) a partnership of medical practitioners; (iii) a partnership of patent attorneys; (iv) a partnership of sharebrokers or stockbrokers; (v) a partnership of trade mark attorneys; (vi) a partnership that has as its primary purpose collaborative scientific research, and includes at least one university and one private sector participant (whether or not it also includes government agencies or publicly funded research bodies); (vii) a partnership of architects; (viii) a partnership of pharmaceutical chemists or veterinary surgeons; (ix) a partnership of legal practitioners; or (h) both of the following apply: (i) both are partners of a limited partnership; (ii) at least one of them is a limited partner that is not in a position (whether alone or together with one or more persons who are, or would apart from this paragraph be, that partner's associates) to participate in the management and control of the partnership, or of any of the general partners of the partnership, in relation to any matter. 7 Meaning of independent director Listed entities (1) A person is an independent director of an entity if: (a) the person is: (i) a director of the entity; or (ii) for a unit trust—a director of a trustee of the entity; and (b) the entity is listed for quotation in the official list of a stock exchange (whether or not in Australia); and (c) the director meets the criteria of that stock exchange for a director to be independent (whether or not the criteria are binding). Note: If the stock exchange does not have criteria for a director to be independent, a director of an entity listed for quotation in the official list of the stock exchange is not an independent director. Entities whose securities are stapled (2) A person is an independent director of an entity (the first entity) if: (a) the person is a director of the first entity and another entity; and (b) the securities in the first entity can only be transferred together with securities in the other entity; and (c) the first entity is not listed for quotation in the official list of a stock exchange, but the other entity is (whether or not in Australia); and (d) the director meets the criteria of that stock exchange for a director to be independent (whether or not the criteria are binding). 8 Meaning of Australian business (1) An Australian business is a business that is carried on wholly or partly in Australia in anticipation of profit or gain. (2) For the purposes of this Act, a person who has an interest in a mining or production tenement is, as a result of having that interest, taken to carry on a business in Australia of exploiting that tenement in anticipation of profit or gain. The tenement is taken to be an asset of that business. (3) Without limiting subsection (1), a business is taken to be an Australian business for the purposes of this Act if: (a) the business is carried on wholly or partly in Australia, whether or not in anticipation of profit or gain, by: (i) the Commonwealth, a State, a Territory or a local governing body; or (ii) a body corporate established for a public purpose by or under a law of the Commonwealth, a State or a Territory; or (iii) an entity wholly owned by the Commonwealth, a State, a Territory, a local governing body or a body corporate covered by subparagraph (ii); and (b) the business would, or could, be carried on in anticipation of profit or gain if it were carried on by someone other than: (i) a body referred to in subparagraph (a)(i) or (ii); or (ii) an entity referred to in subparagraph (a)(iii); or (iii) a foreign government; or (iv) a separate government entity. 8A Meaning of starts a national security business (1) A foreign person starts a national security business if the foreign person starts to carry on a national security business. (2) Despite subsection (1), if a foreign person carries on a national security business, the person does not start a national security business merely because the foreign person, alone or together with one or more persons, establishes a new entity: (a) that carries on the same national security business; or (b) for the purposes of acquiring interests in assets of the same national security business. 8B Meaning of starts an Australian business (1) A foreign person starts an Australian business if: (a) the foreign person starts to carry on an Australian business; or (b) for a foreign person who already carries on an Australian business—the business starts a new activity that: (i) is not incidental to an existing activity of the Australian business; and (ii) is within a different Division under the Australian and New Zealand Standard Industrial Classification Codes from the current activities of the Australian business. (2) Despite subsection (1), if a foreign person carries on an Australian business, the person does not start an Australian business merely because the foreign person, alone or together with one or more persons, establishes a new entity: (a) that carries on the same Australian business; or (b) for the purposes of acquiring interests in assets of the same Australian business. 9 Meaning of interest in a security (1) A person holds or acquires an interest in a security if he or she has any legal or equitable interest in that security. Note 1: For other rules relating to interests in securities, see sections 13 to 15. Note 2: See also section 19 (tracing of substantial interests in corporations, trusts and unincorporated limited partnerships). (2) Without limiting subsection (1), a person holds or acquires an interest in a security in an entity if: (a) the person is not the registered holder of the security; and (b) the person is entitled to exercise or control the exercise of a right attached to the security (other than because he or she was appointed as a proxy or representative). (3) In determining whether a person holds or acquires an interest in a security, it is immaterial that the interest cannot be related to a particular security. Issued shares in a corporation (4) A person holds or acquires an interest in the issued shares in a corporation if: (a) all or part of the share capital of the corporation consists of stock; and (b) the person holds an interest in that stock. (5) For the purposes of this Act, the issued shares are taken to have: (a) the same nominal amount as the amount of that stock; and (b) the same rights attached to them as are attached to that stock. Buying‑back securities (6) The buying‑back of a security in an entity by the entity does not constitute an acquisition by the entity of an interest in a security in the entity. 10 Meaning of interest in an asset A person holds or acquires an interest in an asset if he or she has any legal or equitable interest in that asset. Note 1: For other rules relating to interests in assets, see sections 13 to 15. Note 2: See also section 19 (tracing of substantial interests in corporations, trusts and unincorporated limited partnerships). 11 Meaning of interest in a trust A person holds or acquires an interest in a trust if: (a) the person holds or acquires a beneficial interest in the income or property of the trust; or (b) the person holds or acquires an interest in a unit in a unit trust. Note 1: For other rules relating to interests in trusts, see sections 13 to 15. Note 2: See also section 19 (tracing of substantial interests in corporations, trusts and unincorporated limited partnerships). 11A Meaning of interest in an unincorporated limited partnership A person holds an interest in an unincorporated limited partnership if the person: (a) is in a position to control all or any of the voting power or potential voting power in the partnership; or (b) is entitled to any or all of the distributions of capital, assets or profits of the partnership on the dissolution of the partnership; or (c) is entitled to any or all of the distributions of capital, assets or profits of the partnership otherwise than on the dissolution of the partnership. Note: See also section 19 (tracing of substantial interests in corporations, trusts and unincorporated limited partnerships). 12 Meaning of interest in Australian land (1) An interest in Australian land (however described) is: (a) a legal or equitable interest in Australian land, other than: (i) an interest under a lease or licence or in a unit in a unit trust; or (ii) an interest in an agreement giving a right (known as a profit à prendre) to take something off another person's land, or to take something out of the soil of that land; or (iii) an interest in an agreement involving the sharing of profits or income from the use of, or dealings in, Australian land; or (b) an interest in a security in an entity that owns Australian land, being a security that entitles the holder to a right to occupy a dwelling of a kind known as a flat or home unit situated on the land; or (c) an interest as lessee or licensee in a lease or licence giving rights to occupy Australian land if the term of the lease or licence (including any extension or renewal) is reasonably likely, at the time the interest is acquired, to exceed 5 years; or (d) an interest in an agreement giving a right of a kind mentioned in subparagraph (a)(ii) if the term of the agreement (including any extension or renewal) is reasonably likely, at the time the interest in the agreement is acquired, to exceed 5 years; or (e) an interest in an agreement involving the sharing of profits or income from the use of, or dealings in, Australian land if the term of the agreement (including any extension or renewal) is reasonably likely, at the time the interest in the agreement is acquired, to exceed 5 years; or (f) an interest in a share in an Australian land corporation or agricultural land corporation; or (g) an interest in a unit in an Australian land trust or agricultural land trust; or (h) if the trustee of an Australian land trust or agricultural land trust is a corporation—an interest in a share in that corporation. Note 1: For other rules relating to interests in Australian land, see sections 13 to 15. Note 2: Australian land may be described as "residential land", "agricultural land" or "commercial land", or as "a new dwelling" or "an established dwelling". (2) An interest is an interest in Australian land even if it is the only interest that exists in the land or other thing concerned. (3) A person acquires an interest in Australian land even if: (a) the person has previously acquired an interest in Australian land; or (b) the interest is an increase in the amount of an existing interest of the person in Australian land. 13 Interests that are remote or subject to restraint etc. A person holds or acquires an interest in a security, asset, trust or Australian land despite: (a) its remoteness; or (b) the manner in which it arose; or (c) the fact that the exercise of a right conferred by the interest is, or is capable of being made, subject to restraint or restriction. 14 Interests held or acquired jointly A person holds or acquires an interest in a security, asset, trust or Australian land even if the person holds or acquires the interest jointly with one or more other persons. 15 Interests acquired by entering agreements or acquiring options (1) For the purposes of this Act, a person is taken (except as provided by subsections (4) and (5)) to acquire an interest in a security, asset, trust or Australian land if the person: (a) enters an agreement to acquire the interest; or (b) either: (i) for an interest in a security, asset or trust—has a right to acquire such an interest under an option; or (ii) for an interest in Australian land—acquires an option to acquire such an interest; or (c) has a right, other than by reason of having an interest under a trust, to have such an int