Foreign Takeovers (Notices) Regulations (Amendment)

Administered by Department of the Treasury

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Statutory Rules

1976 No. 203

REGULATIONS UNDER THE FOREIGN TAKEOVERS ACT 1975.*

I, THE GOVERNOR-GENERAL of the Commonwealth of Australia, acting with the advice of the Federal Executive Council, hereby make the following Regulations under the Foreign Takeovers Act 1975.

Dated this twenty-second day of September, 1976.

JOHN R. KERR

Governor-General.

By His Excellency’s Command,

PHILLIP LYNCH

Treasurer.

Amendments of the Foreign Takeovers (Notices) Regulations†

Documents relating to agreement or arrangement.

1. Regulation 6 of the Foreign Takeovers (Notices) Regulations is repealed and the following regulation substituted:—

“ 6. Where a person furnishes—

(a) a notice under section 25 of the Act stating that the person proposes to enter into an agreement, being an agreement of the kind referred to in section 20 of the Act, or to enter into or terminate an arrangement, being an arrangement of the kind referred to in section 21 of the Act; or

(b) a notice under section 26 of the Act,

the person shall annex to the notice copies of all documents and other papers in the person’s possession or control relating to or evidencing the agreement or arrangement to which the notice relates.”.

Schedule—Form 1.

2. Form 1 in the Schedule to the Foreign Takeovers (Notices) Regulations is amended as set out in Schedule 1.

Schedule—Form 2.

3. The Schedule to the Foreign Takeovers (Notices) Regulations is amended by omitting Form 2 and substituting the Form set out in Schedule 2.

Commencement.

4. Regulations 1 and 3 shall be deemed to have come into operation on 1 January 1976.

* Notified in the Australian Government Gazette on 23 September 1976.

† Statutory Rules 1975, No. 226.

SCHEDULE 1 Regulation 2

AMENDMENTS OF FORM 1 IN THE SCHEDULE TO THE FOREIGN TAKEOVERS (NOTICES) REGULATIONS

1. Omit Section B of Division 2 of Part I and substitute the following Section:—

Section B—Particulars relating to Australian Corporation

Name of corporation
State or Territory where incorporated
Address of registered office in that State or Territory
Address for service
State or Territory	Postcode	Telephone No.
Particulars of officer with whom any communication in relation to this Notice may be made:
Surname	Given names
Title	Telephone No.

2. Omit Division 1 of Part III and substitute the following Division:—

Division I

particulars relating to the shares in the corporation referred to in division 2 of part ii to which the proposed acquisition by the person giving notice relates

Directions relating to Division 1

1. Section A is to be completed where the person giving notice states that the person proposes to acquire shares in the corporation.

2. Section B is to be completed where the person giving notice states that the person has an option, or proposes to acquire an option, to acquire shares in the corporation.

Section A—Particulars relating to shares that the person giving notice proposes to acquire

Class of shares	Number of votes attaching to shares of that class	Number of shares of that class already held by the person	Number of previously issued shares of that class proposed to be acquired	Number of shares proposed to be acquired from a proposed new issue of shares of that class

Section B—Particulars relating to options to acquire shares that the person giving notice has or proposes to acquire

Class of shares to which option relates	Number of votes attaching to shares of that class	Number of shares of that class that the person has options to acquire	Number of previously issued shares of that class in relation to which the person proposes to acquire options	Number of shares in a proposed new issue of shares of that class in relation to which the person proposes to acquire options

SCHEDULE 2 Regulation 3

FORM 2 Regulation 4

Australia

Foreign Takeovers Act 1975

NOTICE UNDER SECTION 26

General Directions

1. The person furnishing this Notice must annex to the Notice such documents (if any) as are required under regulation 6 of the Foreign Takeovers (Notices) Regulations to be annexed to this Notice.

2. Where, in relation to any matter, the space provided in this Notice is insufficient to insert the particulars that are required to be included in this Notice, the relevant particulars may be included in a schedule appropriately identified and attached to this Notice.

3. This Notice must be signed in the manner prescribed by regulation 8 of the Foreign Takeovers (Notices) Regulations.

To the Treasurer,

In pursuance of section 26 of the Foreign Takeovers Act 1975, notice is hereby given that (Insert name of person giving notice), being the person particulars in relation to whom are set out in Part I of this Notice, intends to enter into an agreement by virtue of which he is to acquire a substantial shareholding in (Insert name of Australian corporation in which person giving notice is to acquire a substantial shareholding), being the corporation particulars in relation to which are set out in Part II of this Notice. Particulars relating to the proposed acquisition are set out in Part III of this Notice.

The particulars specified below in so much of Parts 1, II and III of this Notice as is applicable in accordance with the directions relating to those Parts are true and correct.

....................................

(Signature and full name of natural person giving notice (or his Australian agent if that person is not ordinarily resident in Australia) or person authorized in writing by corporation giving notice to sign this Notice for and on behalf of the corporation)

PART I

PARTICULARS RELATING TO PERSON GIVING NOTICE

Directions relating to Part I

1. Division 1 of this Part is to be completed by a natural person giving notice, being a natural person of the kind referred to in paragraph 26 (1) (a) of the Act.

2. Division 2 of this Part is to be completed by a corporation giving notice, being a corporation of a kind referred to in paragraph 26 (1) (b) or (c) of the Act.

Schedule 2—continued

Division 1

Particulars relating to natural person giving notice

Surname	Given names
Country where ordinarily resident
Permanent address in that country
Address for service in Australia
State or Territory	Postcode	Telephone No.
Particulars of Australian agent (if any):
Surname	Given names
Address
State or Territory	Postcode	Telephone No.

Division 2

Particulars relating to corporation giving notice

Directions relating to Division 2

1. Section A is to be completed where the corporation is a foreign corporation.

2. Section B is to be completed where the corporation is an Australian corporation.

Section A—Particulars relating to foreign corporation

Name of corporation
Place of incorporation
Address of Head Office
Address for service in Australia
State or Territory	Postcode	Telephone No.
Particulars of corporation’s *agent (or principal officer) in Australia
Surname	Given names
Title of principal officer
Address
State or Territory	Postcode	Telephone No.
* (Delete whichever is inapplicable)

Section B—Particulars relating to Australian corporation

Name of corporation
State or Territory where incorporated
Address of registered office in that State or Territory
Address for service
State or Territory	Postcode	Telephone No.
Particulars of officer with whom any communication in relation to this Notice may be made:
Surname	Given names
Title	Telephone No.

Schedule 2—continued

PART II

PARTICULARS RELATING TO THE AUSTRALIAN CORPORATION IN WHICH THE PERSON GIVING NOTICE IS TO ACQUIRE A SUBSTANTIAL SHAREHOLDING BY VIRTUE OF THE AGREEMENT IN RELATION TO WHICH NOTICE IS GIVEN

Name of corporation
State or Territory where incorporated
Address of registered office in that State or Territory
	Postcode	Telephone No.

PART III

PARTICULARS RELATING TO THE SHARES IN THE AUSTRALIAN CORPORATION REFERRED TO IN PART II, BEING SHARES IN WHICH THE PERSON GIVING NOTICE IS TO ACQUIRE INTERESTS UNDER THE AGREEMENT OR HAS OFFERED TO ACQUIRE INTERESTS

Directions relating to Part III

1. Division 1 is to be completed in every case.

2. Division 2 is to be completed where the person giving notice has an option, or has offered, to acquire shares or interests in shares in the corporation, being shares and interests other than those to be acquired by virtue of the proposed agreement.

Division 1

Particulars relating to shares to which the proposed agreement relates

Class of shares	Number of votes attaching to shares of that class	Number of shares of that class already held by the person or in which the person has an interest	Number of previously issued shares of that class to which the proposed agreement relates	Number of shares in a proponed new issue of shares of that class to which the proposed agreement relates

Division 2

Particulars relating to shares and interests in shares (other than shares and interests to which the proposed agreement relates) that the person giving notice has an option, or has offered, to acquire

Class of shares to which option or offer relates	Number of votes attaching to shares of that class	Number of shares of that class already held by the person or in which the person has an interest	Particulars relating to previously issued shares of that class		Particulars relating to shares included in a proposed new issue of shares of that class
			Number of shares that the person has options to acquire or in which the person has options to acquire interests	Number of shares that the person has offered to acquire or in which the person has offered to acquire interests	Number of shares that the person has options to acquire or in which the person has options to acquire interests	Number of shares that the person has offered to acquire or in which the person has offered to acquire interests

Overview

The Foreign Takeovers (Notices) Regulations 1976 were enacted under the authority of the Foreign Takeovers Act 1975. These regulations were designed to address the need for clear and comprehensive notice requirements for foreign takeovers in Australia. They were introduced to provide a structured framework for the notification of proposed foreign takeovers, ensuring transparency and oversight by the relevant authorities. The regulations were enacted by the Governor-General of the Commonwealth of Australia, acting on the advice of the Federal Executive Council, and their policy objective is to facilitate effective administration of the Foreign Takeovers Act by providing detailed instructions on the documentation and information that must accompany notices of proposed takeovers. The regulations outline specific forms and details that must be included in notices provided by individuals or corporations proposing to acquire substantial shareholdings in Australian corporations, thereby supporting the regulatory regime's goal of maintaining control and scrutiny over significant foreign investments in Australian businesses.

Scope and Application

The Foreign Takeovers (Notices) Regulations 1976, made under the Foreign Takeovers Act 1975, pertain to individuals and corporations proposing to enter into agreements or arrangements that may lead to a substantial change in the ownership or control of Australian corporations. This regulation applies to foreign and Australian entities and individuals intending to acquire a significant shareholding in an Australian corporation. The geographic scope of these regulations is national, given the Commonwealth jurisdiction of the Foreign Takeovers Act 1975. The regulations set forth specific requirements for notices to be submitted to the Treasurer, including annexing relevant documents and completing detailed forms that provide particulars about the parties involved and the shares in question. The forms and notices must adhere to the prescribed formats set out in the Schedules, which detail personal and corporate information, including addresses, shareholding details, and contact information for the entities involved. These regulations do not explicitly state exclusions or thresholds but imply a focus on substantial changes in corporate control, thereby implicitly setting a threshold related to significant shareholdings. The application and interpretation of these regulations can be extended through subordinate instruments, allowing for further detail or clarification as necessary.

Key Provisions

The Foreign Takeovers (Notices) Regulations, made under the Foreign Takeovers Act 1975, detail the procedures for notifying the Treasurer of proposed foreign takeovers of Australian corporations. The primary sections of these regulations (sections 1, 3, and 6) require any person intending to enter into an agreement or arrangement that would lead to a substantial shareholding in an Australian corporation to submit a notice to the Treasurer, accompanied by relevant documents. Section 6 specifically mandates the attachment of all documents and papers relating to the agreement or arrangement to the notice. These regulations impose several obligations on the parties involved. They must ensure that the notice contains accurate and complete information about the proposed takeover, including details of the shares involved, the parties to the agreement, and the nature of the proposed acquisition. For example, natural persons and corporations must provide specific personal and corporate details, such as names, addresses, and contact information (Regulation 6). The notice must be signed in the manner prescribed by regulation 8 of the Foreign Takeovers (Notices) Regulations, ensuring that the submission is legally binding and verifiable. Failure to comply with these regulations can result in significant legal consequences. The regulations do not explicitly outline specific offences or penalties within the text provided, but non-compliance with the notification requirements could potentially lead to legal action under the Foreign Takeovers Act 1975. This might include court orders to prevent the takeover or to require the submission of the necessary notices. Given the context of the Act, severe penalties, including fines and imprisonment, could be imposed for non-compliance, although the exact penalties are not detailed in the regulations themselves.

Area of Law: Commercial Law; International Trade Law
Instrument: Regulation
Concepts: Definitions & Interpretation; Reporting & Disclosure Obligations; Regulatory Standards

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Sourced from the Federal Register of Legislation at 26 August 2026. For the latest information on Australian Government law please go to https://www.legislation.gov.au.

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