What was broken
A SaaS company had received foreign investment in an earlier funding round but had missed the compliance obligations tied to it — the filings covering the inflow of funds and the allotment of shares to the overseas investor were incomplete. The lapse risked penalties and threatened to complicate the company’s next round.
What we did
CapEasy reviewed the foreign-investment transactions against the applicable reporting framework, prepared the pending reporting and allotment filings, and regularised the position with the authorised intermediary and the regulator. The position was documented so it would hold up under future diligence.
Where it landed
The company regularised its foreign-investment reporting on the earlier round, removing a compliance overhang ahead of its next raise. Its cross-border filings were brought fully up to date.
Foreign money into an Australian company is a notice, not just a wire transfer
When a foreign person takes an interest in an Australian company, the foreign investment framework can require a notice before or after the deal — a notifiable or significant action under the screening regime — and the monetary thresholds that decide which actions need notifying are indexed and republished every year (the current thresholds took effect 1 January 2026). Skipping this step is not a paperwork nicety: it is the step FIRB’s framework treats as the trigger for its review.
Separately, a growing set of Australian assets — including interests in entities and businesses — sits under the Register of Foreign Ownership of Australian Assets, administered by the Commissioner of Taxation as Registrar. Foreign persons give notice of registrable actions and events through that register, on the timeframes and record-keeping rules set out in the ATO’s Guidance Note 15. A company that took foreign investment and moved on without checking whether the transaction was registrable is carrying the same kind of overhang this engagement found on the Indian side.
The share register has to agree with what the investor actually holds
An Australian company keeps a register of members under section 169 of the Corporations Act 2001 (Cth) — the statutory record of who holds what, when they became a member, and the shares each one holds. When a foreign investor is allotted shares, that allotment has to land in the register at the time it happens, not be reconstructed later from bank statements and old board minutes.
ASIC checks the same picture from another angle every year. The annual review sends the company its current details on file — including share structure and membership — for the directors to check and correct, and asks for a solvency resolution. A foreign shareholding that is correctly registered internally but was never reflected in the ASIC record, or vice versa, is a mismatch that surfaces exactly when it is least convenient: at the annual review, or when the next investor’s counsel asks for a clean cap table.
The record that survives scrutiny is built once, not reconstructed under pressure
The method that carried over from this engagement is the same one that works here: treat the foreign-investment paperwork as a standing reconciliation, not a one-off form. Every foreign allotment gets checked against whether it triggered a notifiable action or a Register of Foreign Ownership notice, the share register is updated at the time of allotment, and the position is documented so the next ASIC annual review and the next diligence request both find the same answer.
CapEasy’s part in that work is the preparation — reviewing the transactions, reconciling the register entries, and getting the supporting file in order. Everything is prepared for your registered BAS or tax agent to lodge, and the FIRB notification or foreign-ownership register notice itself is a decision and a filing that sits with your adviser and the investor, not with us.
What to take from it
- Foreign investment into an Australian company can trigger a notice under the foreign investment screening regime — check the current monetary thresholds, don’t assume the deal was too small.
- A separate registrable-actions regime, the Register of Foreign Ownership of Australian Assets, can apply to interests in entities even when a screening notice was not required.
- The register of members under Corporations Act s169 has to be updated at the time of allotment, not reconstructed when ASIC or an investor asks for it.
- ASIC’s annual review checks the same share structure and membership details from the outside — a mismatch there is a signal the internal register drifted.
- Treat foreign-investment paperwork as a standing reconciliation across the register, the ASIC record and the agent-lodged filings, not a form completed once and filed away.