On 14 March 2025, Treasury published a number of updated Guidance Notes which introduce some noteworthy changes, including:
Tax Conditions
Guidance Note 12: Tax Conditions has been updated to broaden the examples of tax conditions Treasury may impose. Importantly, the concept of ‘standard tax conditions’ and ‘additional tax conditions’ have been replaced with the following 7 headings:
General;
Provision of information;
Restructures / Reorganisations;
Thin capitalisation;
Financing;
Private equity / private capital; and
Conditions reporting.
Generally speaking, the above categories reiterate and expand on conditions that were previously known as ‘additional’ tax conditions. The previous standard tax conditions have been removed from this guidance note entirely. This isn’t necessarily a sign that standard tax conditions will be phased out, although it remains to be seen how this change plays out in the future.
Section D is also no longer structured as a list of conditions. Rather, it contains descriptions of conditions FIRB may impose.
As a result of the above 2 changes, parties negotiating FIRB conditions precedent in their transaction documents should reassess what it means to require a buyer to accept certain conditions from FIRB – especially ‘standard tax conditions’, which is no longer a clearly defined concept under the updated guidance note.
Application fee refunds for unsuccessful bids
Guidance Note 10: Fees now provides much needed clarity on eligibility criteria for partial refunds of application fees for an unsuccessful proposal in a ‘competitive bid process’ (i.e. a process which involves two or more participants who place bids for a particular asset and an outcome that is uncertain at the time bids are made).
In summary, a bidder who has been ‘genuinely unsuccessful in a competitive bid process’ can request either (but not both) of:
a refund of part (in most instances, 75%) of the application fee paid, provided the unsuccessful bidder applies for this refund within 6 months of being informed that it has been unsuccessful ; or
an application fee credit for the full amount to be credited to a different application made in the following 24 months.
There are a few nuances and exceptions, but at a high level a bidder needs to be able to satisfy FIRB that it was ‘genuinely unsuccessful in a competitive bid process’, meaning it made a bid, was acting at 'arm’s length' and has been told by the seller it was unsuccessful (i.e. It did not withdraw its bid of its own volition).
Other
In addition:
Guidance Note 6: Residential land has been updated to reflect the 2 year ‘ban’ on foreign investors buying established homes to 31 March 2027 (with some limited exceptions). The impact of this is unclear seeing as there was previously already a ‘prohibition’ on the acquisition of established dwellings:
Guidance Note 10: Fees has also been updated to reflect lower application fees for Build to Rent developments.
New FIRB portal
As we reported last month, Treasury’s new Foreign Investment Portal became live for compliance reporting under existing no objection notifications on 24 February 2025. FIRB is no longer accepting email reports.
The full Foreign Investment Portal functionality (including FIRB application submission) is expected to go live from the end of April 2025. Importantly, cover letters will no longer be accepted by FIRB, and applications will need to be made via completion of an online form.
You can read our previous G+T insight for more information.