Foreign Acquisitions and Takeovers Act 1975

PART 1 - PRELIMINARY  

Division 2 - Definitions  

Subdivision B - Some defined terms and rules of interpretation  

SECTION 19   TRACING OF SUBSTANTIAL INTERESTS IN CORPORATIONS, TRUSTS AND UNINCORPORATED LIMITED PARTNERSHIPS  

Tracing - general

19(1)    

Subsection (2) applies (subject to subsection (3)) if:

(a)    a person holds a substantial interest in:

(i) a corporation (the higher party ); or

(ii) a trust (a trustee of which is a higher party ); or

(iii) an unincorporated limited partnership (a general partner of which is a higher party );

including because of one or more applications of this section; and

(b)    the higher party:

(i) is in a position to control all or any of the voting power or potential voting power in a corporation or unincorporated limited partnership (the lower party ); or

(ii) holds interests in all or any of the shares in a corporation (the lower party ); or

(iii) holds an interest in a trust or unincorporated limited partnership (the lower party ), other than the partnership mentioned in subparagraph (a)(iii) (if that subparagraph applies).

19(2)    

For the purposes of this Act:

(a)    if subparagraph (1)(b)(i) applies - the person is taken to be in a position to control the voting power or potential voting power in the lower party that the higher party is in a position to control; or

(b)    if subparagraph (1)(b)(ii) applies - the person is taken to hold the interests in the shares in the lower party that the higher party holds; or

(c)    if subparagraph (1)(b)(iii) applies - the person is taken to hold the interest in the lower party that the higher party holds.

Tracing - effect of intermediate unincorporated limited partnerships

19(2A)    

Subsection (2B) applies (subject to subsection (3)) if:

(a)    a person holds a substantial interest in an unincorporated limited partnership (the higher partnership ); and

(b)    there are one or more unincorporated limited partnerships (each of which is an intermediate partnership in relation to the higher partnership) that are general partners of:

(i) the higher partnership; or

(ii) another intermediate partnership in relation to the higher partnership (because of one or more applications of this paragraph); and

(c)    a general partner (the intermediate partner ) of any of those intermediate partnerships:

(i) is in a position to control all or any of the voting power or potential voting power in a corporation or another unincorporated limited partnership (the lower party ), including because of the operation of paragraph (2)(a); or

(ii) holds interests in the shares of a corporation (the lower party ), including because of the operation of paragraph (2)(b); or

(iii) holds an interest in a trust or another unincorporated limited partnership (the lower party ), including because of the operation of paragraph (2)(c).

19(2B)    

For the purposes of this Act:

(a)    if subparagraph (2A)(c)(i) applies - the person is taken to be in a position to control the voting power or potential voting power in the lower party that the intermediate partner is in a position to control; or

(b)    if subparagraph (2A)(c)(ii) applies - the person is taken to hold the interests in the shares in the lower party that the intermediate partner holds; or

(c)    if subparagraph (2A)(c)(iii) applies - the person is taken to hold the interest in the lower party that the intermediate partner holds.

Section does not apply for certain purposes

19(3)    
This section does not apply for the purpose of:

(a) determining under any of the following whether a foreign person acquires a direct interest in an Australian entity or Australian business that is an agribusiness:

(i) paragraph 40(2)(a) (meaning of significant action - entities);

(ii) paragraph 41(2)(a) (meaning of significant action - businesses);

(iii) paragraph 47(2)(a) (meaning of notifiable action - general); or

(b) determining under paragraph 47(2)(b) (meaning of notifiable action - general) whether a foreign person acquires a substantial interest in an Australian entity.