Document ID: chunk:federal_register_of_legislation:C2025C00029:section:3:p37
Version: federal_register_of_legislation:C2025C00029
Segment Type: section
Provision Reference: s 3 (pt 37/46)
Character Range: 3144085–3146678

have those rights: see section 166‑265.

When identity of foreign stakeholders is not known

166‑255  Bearer shares in foreign listed companies
 (1) This section modifies how the ownership tests in section 166‑145 are applied to the tested company if:
 (a) at the *ownership test time, it is the case, or it is reasonable to assume, that persons (none of them companies or trustees) hold a *voting stake, a *dividend stake or a *capital stake in the tested company; and
 (b) an entity has not, under section 166‑225, 166‑230, 166‑240 or 166‑245, been taken to control voting power or have rights in respect of the stake; and
 (c) another company (the foreign listed company) is interposed, at that time, between those persons and the tested company; and
 (d) at all times during the income year of the tested company in which the ownership test time occurs, the *principal class of shares in the foreign listed company is listed for quotation in the official list of an *approved stock exchange; and
 (e) at the ownership test time:
 (i) voting stakes that carry rights to 50% or more of the voting power in the foreign listed company; or
 (ii) dividend stakes that carry rights to receive 50% or more of any dividends that the foreign listed company may pay; or
 (iii) capital stakes that carry rights to receive 50% or more of any distribution of capital of the foreign listed company;
  as the case requires, are directly held by way of bearer shares; and
 (f) the beneficial owners of some or all of those bearer shares have not been disclosed to the foreign listed company.
Note 1: See section 165‑255 for the rule about incomplete test periods.
Note 2: Other rules might affect this provision: see sections 166‑270, 166‑275 and 166‑280.
Note 3: For paragraph (e), Division 167 has special rules for working out rights to voting power, dividends and capital distributions in a company whose shares do not all carry the same rights to those matters.
 (2) The tests are applied to the tested company as if, at the *ownership test time, for each of those bearer shares whose owners have not been disclosed:
 (a) a single notional entity controls, or is able to control, the voting power in the tested company that is carried by those shares at that time; and
 (b) the entity *indirectly had the right to receive, for its own benefit:
 (i) any *dividends the tested company may pay in respect of those shares at that time; and
 (ii) any distributions of capital of the tested company in respect of those shares at that time; and
 (c) the entity were a person (other than a company).
Note: The