The 2/1st Battalion was raised at Victoria Barracks, Sydney, on 16 October 1939 as part of the 16th Brigade of the 6th Australian Division. It relocated to the newly-opened Ingleburn Camp on 2 November and, after conducting basic training there, embarked for overseas service on 10 January 1940.

Disembarking in Egypt on 13 February 1940, the 2/1st moved to Palestine, where it was concentrated with the rest of the 16th Brigade at Julis near Gaza. The brigade trained in Palestine until the end of August, when it moved to Egypt to carry out its final preparations for active service with the 6th Division.

The 2/1st Battalion's first campaign of the Second World War was the advance from Egypt into eastern Libya in January and February 1941. The battalion was involved in the attacks to capture Bardia (3-5 January) and Tobruk (21-22 January), and was left to garrison Tobruk as the advance continued. It left Tobruk on 7 March, ultimately bound for Greece with the rest of the 6th Division.

The 2/2nd Battalion was raised at Victoria Barracks, Sydney on 24 October 1939 as part of the 16th Brigade of the 6th Australian Division. It relocated to the newly-opened Ingleburn Camp on 2 November and, after conducting basic training there, sailed for overseas service on 10 January 1940. After disembarking in Egypt on 13 February 1940, the 2/2nd trained with the rest of the 16th Brigade in Palestine until the end of August. It then moved to Egypt to carry out its final preparations for operations with the 6th Division.

The 2/3rd Battalion was raised at Victoria Barracks, Sydney on 24 October 1939 as part of the 16th Brigade of the 6th Australian Division. It relocated to the newly-opened Ingleburn Camp on 2 November where it conducted its basic training. On 10 January 1940, it sailed from Sydney and disembarked in Egypt on 14 February.

After further training in Palestine and Egypt, the 2/3rd took part in its first campaign - the advance against the Italians in eastern Libya - in January 1941. It was involved in the successful attacks at Bardia (3-5 January) and Tobruk (21-22 January), and remained as part of the Tobruk garrison when the advance continued. One company of the 2/3rd was also employed to garrison Derna after its capture by the 19th Brigade on 30 January. The 2/3rd left Tobruk on 7 March, ultimately bound, with the rest of the 6th Division, for Greece.

The 2/4th Battalion's first drafts of recruits arrived at Ingleburn Camp on 3 November 1939, following the formation its headquarters at Victoria Barracks in Sydney the previous week. Part of the 16th Brigade of the 6th Australian Division, the battalion departed Sydney for service overseas on 10 January 1940. While the battalion was en route for the Middle East Australian infantry brigades were reorganised along British lines, with three battalions instead of four. This meant the 2/4th was eventually transferred to the 19th Brigade, but remained part of the 6th Division.

Arriving in the Middle East on 14 February 1940, the 2/4th trained in Palestine and Egypt in preparation for its first campaign, against the Italians in eastern Libya. It played only a small role at Bardia (3-5 January 1941) but was more active during the battle for Tobruk (21-22 January 1941), and had to fight particularly hard to secure the Wadi Derna (26-30 January). It was the first Australian unit to enter Benghazi, on 6 February, and subsequently garrisoned the town until 22 February.

The 2/5th Battalion formed in Melbourne on 18 October 1939, as part of the 17th Brigade of the 6th Australian Division. The nucleus of the battalion was assembled in ensuing days at the Royal Melbourne Showgrounds, but its first drafts of recruits were not received until after it moved to the newly-established camp at Puckapunyal on 2 November. Basic training was completed there prior to the battalion's departure for overseas service on 14 April 1940.

After arriving in the Middle East on 18 May 1940, the battalion undertook further training in Palestine and Egypt. The 2/5th took part in its first campaign - the advance against the Italians in eastern Libya - in January and February 1941, and participated in successful attacks at Bardia (3-5 January) and Tobruk (21-22 January). In early April, the 2/5th, with the rest of the 6th Division, deployed to Greece to resist the anticipated German invasion. For the 2/5th, the Greek campaign was essentially one long withdrawal from its initial defensive positions at Kalabaka (occupied on 14 April) to the port of Kalamata, from which it was evacuated on 27 April. A party of approximately 50 transport drivers were left behind in Greece and became prisoners. A similar sized group landed on Crete and, after fighting with the 17th Brigade Composite Battalion, also suffered the same fate.

Part of the 17th Brigade of the 6th Australian Division, the 2/6th Battalion opened its headquarters at the Royal Melbourne Showgrounds on 25 October 1939. "Nothing over 2/6" was a well-known advertising slogan for Coles department store at the time and thus the battalion adopted the motto "nothing over us". It relocated to the newly-established camp at Puckapunyal on 3 November to carry out its basic training, and departed Melbourne for service overseas on 14 April 1940.

Arriving in the Middle East on 18 May, the 2/6th spent the rest of 1940 conducting further training in Palestine and Egypt. Just before Christmas, it embarked on its first campaign, against the Italians in eastern Libya. Its first battle, fought at Bardia between 3 and 5 January 1941, was costly. The battalion was given a diversionary role and a series of misunderstandings resulted in heavy casualties. It fought again at Tobruk between 21 and 22 January with much more success, and finished its activities in Libya by providing garrisons for Barce and Benghazi.

Part of the 17th Brigade of the 6th Australian Division, the 2/7th Battalion opened its headquarters at the Royal Melbourne Showgrounds on 25 October 1939. It relocated to the newly-established camp at Puckapunyal on 3 November to carry out its basic training, and departed Melbourne for service overseas on 15 April 1940.

Arriving in the Middle East on 17 May 1940, the 2/7th conducted further training in Palestine and Egypt, before embarking on its first campaign - the advance against the Italians in eastern Libya - just before Christmas. It fought in the battles for Bardia (3-5 January 1941) and Tobruk (21-22 January 1941) and ended its activities in Libya manning defensive positions at Marsa Brega - the western extent of the advance.

The headquarters of the 2/8th Battalion opened at the Royal Melbourne Showgrounds on 30 October 1939 and four days later relocated to the newly-established camp at Puckapunyal. After completing its basic training, the battalion departed Melbourne for service overseas on 14 April 1940. The battalion was originally formed as part of the 17th Brigade of the 6th Australian Division, but in February it was decided to reorganise Australian infantry brigades along British lines, with three battalions instead of four. This meant the 2/8th was eventually transferred to the 19th Brigade, but remained part of the 6th Division.

Arriving in the Middle East on 18 May 1940, the 2/8th trained in Palestine and Egypt in preparation for its first campaign, against the Italians in eastern Libya. It played only a small role at Bardia (3-5 January 1941) but suffered the heaviest casualties of any Australian unit during the battle for Tobruk (21-22 January 1941), after having to attack a strong point constructed around a line of dug-in tanks. The 19th Brigade led the divisional advance onwards to Benghazi, which was reached on 6 February; the Italian forces surrendered the next day.

The 2/11th was the first Western Australian battalion raised for service overseas during the Second World War. Its formation began with the appointment of its first commanding officer on 13 October 1939 and by 7 November it was assembling at the newly-built Northam Camp to begin training. On 30 November it left Northam to join the 18th Brigade of the 6th Australian Division, a journey that would end at another new camp at Greta in New South Wales. The battalion returned to Western Australia in the middle of March and embarked at Fremantle for service overseas on 20 April 1940.

After arriving in the Middle East on 18 May, the 2/11th trained in Palestine and Egypt. A decision to reorganise Australian infantry brigades along British lines, with three battalions instead of four, meant the 2/11th was now part of the 19th Brigade, but it remained part of the 6th Division. The battalion went into action for the first time at Bardia on 5 January 1941 and, as part of the Allied advance into Italian-occupied Libya, subsequently fought at Tobruk on 21-22 January, and to secure Derna airfield on 25 January. It was advancing to the south of Benghazi when the Italians surrendered on 7 February.