Document ID: chunk:federal_register_of_legislation:C2025C00029:section:2:p11
Version: federal_register_of_legislation:C2025C00029
Segment Type: section
Provision Reference: s 2 (pt 11/21)
Character Range: 1634688–1637372

acquire the interest, all the ESS interests available for acquisition under the scheme relate to ordinary *shares.

Integrity rule about share trading and investment companies.
 (3) This subsection applies to an *ESS interest in a company unless, when you acquire the interest:
 (a) the predominant business of the company (whether or not stated in its constituent documents) is the acquisition, sale or holding of *shares, securities or other investments (whether directly or indirectly through one or more companies, partnerships or trusts); and
 (b) you are employed by the company; and
 (c) you are also employed by any other company that is:
 (i) a *subsidiary of the first company; or
 (ii) a holding company (within the meaning of the Corporations Act 2001) of the first company; or
 (iii) a subsidiary of a holding company (within the meaning of the Corporations Act 2001) of the first company.

Minimum holding period
 (4) This subsection applies to an *ESS interest you acquire under an *employee share scheme if, at all times during the interest's *minimum holding period, the scheme is operated so that every acquirer of an ESS interest (the scheme interest) under the scheme is not permitted to dispose of:
 (a) the scheme interest; or
 (b) a beneficial interest in a *share acquired as a result of the scheme interest;
during the scheme interest's minimum holding period.
Note: This subsection is taken to apply in the case of a takeover or restructure: see subsection 83A‑130(3).
 (5) An *ESS interest's minimum holding period is the period starting when the interest is acquired under the *employee share scheme and ending at the earlier of:
 (a) 3 years later, or such earlier time as the Commissioner allows if the Commissioner is satisfied that:
 (i) the operators of the scheme intended for subsection (4) to apply to the interest during the 3 years after that acquisition of the interest; and
 (ii) at the earlier time that the Commissioner allows, all *membership interests in the relevant company were disposed of under a particular *scheme; and
 (b) when the acquirer of the interest ceases being employed by the relevant employer.

10% limit on shareholding and voting power
 (6) This subsection applies to an *ESS interest in a company if, immediately after you acquire the interest:
 (a) you do not hold a beneficial interest in more than 10% of the *shares in the company; and
 (b) you are not in a position to cast, or to control the casting of, more than 10% of the maximum number of votes that might be cast at a general meeting of the company.
 (7) For the purposes of subsection (6), you are taken to:
 (a) hold a beneficial interest in any *shares in