What was broken
RemoAsset faced a cross-border investment involving parties incorporated in two different countries — a structure demanding careful diligence and governance.
What we did
We managed the diligence, valuation, and Term Sheet / SPA for the transaction. We set up milestone-based governance and post-closing reporting so the deal stayed audit-ready throughout.
Where it landed
The transaction closed on a diligence file and governance structure built to stay audit-ready, not patched together for signing day.
What an Australian party to a cross-border deal has to produce
An Australian company sitting on either side of a cross-border transaction — buying an offshore target, or being bought by an offshore acquirer — is still an Australian company under the Corporations Act 2001. Sections 168, 169 and 172 require it to maintain a register of members and keep that register, and the company’s other statutory registers, at a place available for inspection. A change of ownership that is not reflected in that register the same way it is reflected in the signed share transfer and the SPA is exactly the gap a counterparty’s diligence team is trained to find.
The engagement’s deliverable set — diligence, valuation, and the Term Sheet / SPA — maps onto what any Australian party needs ready before a cross-border counterparty’s advisers start asking: a register that agrees with the instruments, a valuation methodology that can be defended, and a Term Sheet whose terms show up unchanged in the SPA.
Foreign investment screening and cross-border withholding do not wait for closing
When the acquirer of an Australian target is a foreign person, the transaction can fall within Australia’s foreign investment screening regime administered under the Foreign Acquisitions and Takeovers Act 1975 — Treasury’s foreigninvestment.gov.au confirms that monetary screening thresholds are indexed annually on 1 January, with an updated set of thresholds taking effect from 1 January 2026. Whether a given deal needs notification depends on the specific threshold that applies to the investor and the target, so the number is checked against the current thresholds table for the deal date, not carried over from the last deal.
Running the other direction — an Australian vendor selling into a foreign buyer — the ATO’s foreign resident capital gains withholding regime can require the purchaser to withhold part of the price and remit it to the ATO at settlement, unless the vendor produces a clearance certificate. Whether it applies, and at what rate, is checked on the ATO’s current guidance for the transaction date rather than assumed from memory — the mechanism has been tightened more than once and the number that applied to a deal two years ago is not a safe default for one closing now.
Milestone-based governance is what keeps a deal audit-ready after signing
Diligence proves the file is clean at signing; governance is what keeps it clean afterwards. Milestone-based governance ties board authority, reporting obligations and information rights to defined events in the deal — an earn-out target, a completion accounts adjustment, a funding tranche — rather than to a calendar. Each milestone gets its own reporting pack, reconciled to the ledger the same way every time, so an investor or acquirer’s later audit can trace a milestone claim back to the numbers that supported it.
A working-capital or completion-accounts schedule is the artefact that carries the most cross-border risk: it sets the peg the final purchase price adjusts against, and disagreements about what counts as normalised working capital are one of the most common post-closing disputes in any deal, cross-border or not. Getting that schedule built and reconciled before completion, not reconstructed during a dispute, is the same discipline this engagement applied to the deal’s reporting. CapEasy’s part is the reconciliation, the schedule and the reporting pack; the transaction documents, the FATA notification and any Australian tax filing are prepared for your lawyers, your registered agent and the licensed advisers on the deal to sign and lodge.
What to take from it
- A cross-border deal does not relax statutory register requirements — the register of members still has to agree with the signed transfer, wherever the counterparty sits.
- Check foreign investment screening thresholds against the current table for the deal date; they are indexed on 1 January and the number that applied last year is not the number that applies now.
- A foreign buyer or seller on either side of the transaction can trigger cross-border withholding obligations — confirm the current mechanism before pricing the deal, not after settlement.
- Milestone-based governance only works if every milestone has a reconciled reporting pack behind it — the file has to survive an audit after closing, not just a diligence review before it.
- A working-capital or completion-accounts schedule built and reconciled before completion prevents the single most common post-closing dispute in a cross-border deal.