Mining and resources companies with overseas owners

Many Australian exploration and mining companies are owned from overseas: a Canadian junior's local subsidiary, a Chinese or Japanese offtake partner's project company, or a private group holding tenements in Western Australia or Queensland. Each one is a Pty Ltd (or a public company) that must have at least one director who ordinarily resides in Australia under s201A of the Corporations Act. For mining, the resident director's seat comes with more exposure than usual: tenement conditions with hard deadlines, FIRB screening that applies at $0 for many investors, and cash burn with no revenue.

FIRB is close to automatic for mining deals

Mining is one of the few sectors where FIRB applies to private foreign investors at low or nil thresholds. From Treasury's 2026 threshold table:

For all investors, exploration tenements over national security land are $0. Buying shares in a mining company rather than the tenement itself is assessed under separate entity rules, and foreign government investors are caught at 10%.

The immediate-acquirer trap

The higher FTA thresholds only apply if the immediate acquirer is formed in the FTA country. A US group buying a WA tenement through a Cayman or Dutch holding company is assessed on that company's jurisdiction, and the threshold falls from $1,498 million to $0. Sort this out before the share sale agreement is drafted.

Critical minerals get closer scrutiny

Treasury's May 2026 foreign investment policy lists "mining of non-critical minerals" among the non-sensitive sectors that can expect faster assessment. Critical minerals projects, such as lithium and rare earths, aren't on that list, so ask your adviser to plan for a longer review. The policy also says an investment may be assessed for whether it allows an investor to control the global supply of a product.

The statutory decision period is usually 30 days plus 10 days to notify, and can be extended by up to 90 days (Key Concepts guidance). Approvals frequently come with conditions, and those conditions then bind the company your resident director sits on.

State tenements: the deadlines live at state level

Mineral titles are granted under state and territory mining laws, so obligations differ between Western Australia, Queensland, South Australia and the others. Taking WA as an example, the Department of Mines, Petroleum and Exploration says the Mining Act 1978 requires a Programme of Work to be approved by the Minister or a delegate before any ground-disturbing activity with mechanised equipment. The relevant tenure must already be in place, and where a tenement overlaps private land, surface rights must be granted first. Since 26 November 2024, Programmes of Work have been lodged and tracked through the Resources Online Portal.

For a foreign-owned company, the danger is distance. The geologist is in Perth, the money is in Vancouver or Shanghai, and the compliance calendar sits in nobody's inbox. A resident director who isn't told about a tenement condition or a pending Programme of Work can't make sure it's dealt with, but still answers for the company.

Board risks specific to juniors

Solvency. An explorer spends cash and earns nothing until a discovery or sale. Every director must be comfortable that the company can pay its debts as they fall due, which in practice means a funded budget for the committed work programme and a parent that confirms its support in writing. See insolvent trading and safe harbour.

Financial reporting. A foreign-controlled small proprietary company must lodge audited accounts unless it relies on ASIC relief. Mining groups often hold several Australian entities: one per project, plus a services company. Those entities are added together for the "large group" test, and capitalised exploration can push combined gross assets past the $25 million line (ASIC thresholds). Our financial reporting guide explains the Form 384 route.

Moving to the ASX. A listed company is a public company, which needs at least three directors, two of them ordinarily resident in Australia. A junior moving towards an IPO usually needs board changes, and should plan them before the prospectus is drafted. Our page on startups raising capital covers investor expectations of the board.

Changes of control. Farm-ins, earn-ins and joint venture transfers can involve acquiring an interest in a tenement or in the company itself. Ask your FIRB lawyer whether each one is notifiable, and make sure the board sees the deal paper before anyone signs.

How we work with resource companies

We provide the resident director and governance only. Geology, tenement management, FIRB applications and tax all stay with your specialists. For mining clients we usually ask for:

• the tenement schedule, with the key condition and reporting dates for each title;
• FIRB approval letters and their conditions, if any;
• a 12-month cash-flow forecast and the parent's funding commitment;
• notice of any farm-in, joint venture or share issue before it's signed.

With those in hand, our compliance packages run the ASIC calendar and keep the board's resolutions properly evidenced. For a group with a holding company and project SPVs, the Governance Partner package covers up to two related entities and tracks FIRB conditions. Our pricing page compares the packages, or use the eligibility checker to see where your structure stands.

General information only, current at 27 October 2026. It is not legal, tax, foreign investment or mining law advice. Tenement obligations vary by state, so check them with your tenement manager.

General information about Australian law and practice, not legal or tax advice for your circumstances. Check the official sources, or ask your adviser, before you act.