A foreign buyer can acquire an Australian business by buying the company's shares or its assets. FIRB approval is needed above the monetary thresholds ($347 million for most private investors in 2026, $1,498 million for investors from certain FTA partners, and $0 for national security businesses and foreign government investors). After a share purchase, the company must still have an Australian-resident director.
Buying an existing Australian business is often the fastest way into the market: customers, staff, licences and a trading history from day one. Foreign buyers face the same commercial due diligence as anyone else, plus a few specific rules on foreign investment approval, tax and company officers. This guide covers those foreign-buyer points. It is general information; acquisitions need legal and tax advice on the specific deal.
Share purchase or asset purchase
| Buy the shares | Buy the assets | |
|---|---|---|
| What you get | The company, with all its history, contracts and liabilities | Chosen assets and contracts, moved into your own entity |
| Contracts and licences | Stay with the company (watch change-of-control clauses) | Must be assigned or re-issued |
| Employees | Stay employed by the same company | Transferred, usually with prior service recognised |
| Stamp duty | Generally none on private company shares, unless landholder duty applies | Duty on land and, in some states, other business assets |
| Structure needed | None, the company already exists | An Australian company to receive the assets, or a branch registration |
Landholder duty: buying shares in a company that owns land above a state threshold can attract duty as if you bought the land. In NSW this applies to acquiring 50% or more of a private landholder with NSW land worth $2 million or more; in Victoria the threshold is Victorian land worth $1 million or more.
FIRB approval
Foreign persons need approval from the Treasurer, through the Foreign Investment Review Board, for acquisitions above the monetary thresholds. From 1 January 2026, for acquiring a substantial interest (20% or more) in an Australian business:
| Investor | Threshold |
|---|---|
| Most private foreign investors | $347 million |
| Private investors from certain FTA partners (including the US, UK, Japan, NZ, Singapore, Korea, China, Chile, Peru, Hong Kong and CPTPP members), non-sensitive businesses | $1,498 million |
| National security businesses | $0 |
| Foreign government investors | $0 |
Separate, lower thresholds apply to agricultural land, agribusiness, residential land and vacant commercial land, and media businesses have a $0 threshold. Most small and mid-sized business purchases by private investors fall under the business thresholds, but land in the deal, a sensitive sector or government ownership can change that. See our FIRB guide.
Tax points for the deal
- Foreign resident capital gains withholding: when the seller is a foreign resident, or the asset is Australian real property or an indirect interest in it, the buyer may have to withhold 15% of the price and pay it to the ATO. Changes from 1 October 2026 broaden what counts as real property, apply the principal asset test over the 365 days before the sale, and require sellers giving certain declarations on disposals of $50 million or more to notify the ATO.
- Tax losses in an acquired company only carry forward if the continuity of ownership or business continuity tests are met.
- GST: an asset purchase can be GST-free as a supply of a going concern if both parties agree in writing and the conditions are met.
After completion
- Directors: if the existing directors resign, the company still needs at least one director who ordinarily resides in Australia. Every new director must have a director ID before being appointed. We provide resident directors.
- ASIC notices: changes to officeholders, shareholders and the registered office must be notified within 28 days.
- Banking and tax: update bank signatories, the ATO public officer and tax agent details.
- Ownership records: Australia does not yet have a public beneficial ownership register; the government has said consultation will begin from early 2027. Keep the company's own share register up to date.
If you are buying assets, we can set up the Australian company to receive them in 1 to 3 business days, and handle ABN, GST and payroll registration so the business can trade from completion.
Frequently asked questions
Can a foreigner buy a business in Australia?
Yes. Foreign individuals and companies can buy Australian businesses. FIRB approval is only needed above the monetary thresholds or in sensitive cases such as national security businesses, land and foreign government investors.
What is the FIRB threshold for buying a business in 2026?
For acquiring a substantial interest (20% or more) in an Australian business, $347 million for most private investors and $1,498 million for private investors from certain FTA partners in non-sensitive businesses. The threshold is $0 for national security businesses and foreign government investors.
Do I need an Australian company to buy an Australian business?
Not to buy shares, because the company you buy already exists. To buy assets you usually set up an Australian Pty Ltd to own and run them, or register your foreign company in Australia.
Does the company need an Australian director after I buy it?
Yes. A proprietary company must have at least one director who ordinarily resides in Australia. If the sellers resign as directors, appoint a resident director at completion.
This content is general information only and is not legal, financial or tax advice. Laws and regulations change often. For advice on your circumstances, speak to a qualified adviser.