Contents

Part 1--Preliminary                                                                                                                1

1............ Short title [see Note 1] ....................................................................... 1

2............ Commencement [see Note 1] .............................................................. 1

3............ Definitions .......................................................................................... 1

4............ Holding companies ............................................................................. 2

5............ Crown to be bound ............................................................................. 2

6............ External Territories ............................................................................. 2

7............ Extra‑territorial operation ................................................................... 2

Part 2--Restrictions on shareholdings in financial sector companies       3

Division 1--Introduction                                                                                             3

8............ Simplified outline ................................................................................ 3

9............ Definitions in Schedule 1 .................................................................... 3

Division 2--15% shareholding limit                                                                      4

10.......... Meaning of unacceptable shareholding situation ............................... 4

11.......... Acquisitions of shares ........................................................................ 4

12.......... Remedial orders .................................................................................. 5

Division 3--Approval to exceed 15% shareholding limit                          6

13.......... Application for approval to exceed 15% shareholding limit .............. 6

14.......... Approval of application ..................................................................... 6

15.......... Duration of approval .......................................................................... 7

16.......... Conditions of approval ....................................................................... 8

17.......... Varying percentage stake approved .................................................... 9

18.......... Revoking an approval ....................................................................... 10

19.......... Flow‑on approvals ........................................................................... 11

20.......... Further information about applications ............................................ 11

21.......... Electronic lodgment of applications ................................................. 12

Division 4--Practical control where 15% shareholding limit not exceeded        13

22.......... Meaning of control ........................................................................... 13

23.......... Treasurer may declare person to have practical control of a financial sector company           13

24.......... Requirement to relinquish practical control or reduce stake ............. 14

25.......... Remedial orders ................................................................................ 15

Division 5--Record‑keeping and giving of information                            17

26.......... Record‑keeping and giving of information ........................................ 17

Division 6--Ancillary matters                                                                                 19

27.......... Provision to attract the corporations power, the banking power and the insurance power     19

28.......... Concurrent operation of State/Territory laws .................................. 20

29.......... Validity of acts done in contravention of this Part ........................... 20

30.......... Acquisition of property ................................................................... 20

Part 3--Anti‑avoidance                                                                                                       21

31.......... Anti‑avoidance .................................................................................. 21

Part 4--Injunctions                                                                                                                22

32.......... Injunctions ........................................................................................ 22

33.......... Interim injunctions ............................................................................ 23

34.......... Discharge etc. of injunctions ............................................................. 23

35.......... Certain limits on granting injunctions not to apply .......................... 24

36.......... Other powers of the court unaffected .............................................. 24

Part 5--Offences                                                                                                                    25

38.......... Incorrect records ............................................................................... 25

39.......... Indictable offences ............................................................................ 25

40.......... Application of Criminal Code .......................................................... 25

41.......... Service of summons or process on foreign corporations--criminal proceedings      25

Part 6--Civil liability                                                                                                            27

42.......... Civil liability of corporations ........................................................... 27

43.......... Civil liability of persons other than corporations ............................ 28

Part 7--Miscellaneous                                                                                                        30

44.......... Delegation by Treasurer ................................................................... 30

45.......... Foreign Acquisitions and Takeovers Act 1975 and this Act to operate independently of each other      30

46.......... Regulations ....................................................................................... 30

47.......... Transitional--pre‑commencement stakes in financial sector companies 30

48.......... Transitional--pre‑transfer stakes held in bodies transferring to regulation by the Commonwealth        31

49.......... Transitional--stakes held as a result of completion of transfers of engagements or mergers under certain State or Territory laws ................................................................................... 32

Schedule 1--Ownership definitions                                                                             34

1............ Object ............................................................................................... 34

2............ Definitions ........................................................................................ 34

3............ Entering into an agreement or arrangement ....................................... 36

4............ Associates ......................................................................................... 37

5............ Power to appoint director ................................................................ 38

6............ Meaning of entitled to acquire .......................................................... 39

7............ Meaning of interest in a share .......................................................... 39

8............ Certain interests in shares to be disregarded ..................................... 40

9............ Voting power .................................................................................... 40

10.......... Stake in a company ........................................................................... 41

11.......... Direct control interests in a company .............................................. 42

Notes                                                                                                                                             43

An Act relating to shareholdings in certain financial sector companies, and for related purposes

Notes to the Financial Sector (Shareholdings) Act 1998

Note 1

The Financial Sector (Shareholdings) Act 1998 as shown in this compilation comprises Act No. 55, 1998 amended as indicated in the Tables below.

For all relevent information pertaining to application, saving or transitional provisions see Table A.

Table of Acts

Act	Number and year	Date of Assent	Date of commencement	Application, saving or transitional provisions
Financial Sector (Shareholdings) Act 1998	55, 1998	29 June 1998	1 July 1998 (see s. 2)
Financial Sector Reform (Amendments and Transitional Provisions) Act (No. 1) 1999	44, 1999	17 June 1999	Schedule 7 (item 45): 1 July 1999 (see Gazette 1999, No. S283) (a) Schedule 8: Royal Assent (a)	Sch. 8 (items 22, 23) S. 3(2)(e) (am. by 160, 2000, Sch. 4 [item 4])
as amended by
Financial Sector Legislation Amendment Act (No. 1) 2000	160, 2000	21 Dec 2000	Schedule 1 (item 21): Royal Assent Remainder: 18 Jan 2001	--
Criminal Code Amendment (Theft, Fraud, Bribery and Related Offences) Act 2000	137, 2000	24 Nov 2000	Ss. 1-3 and Schedule 1 (items 1, 4, 6, 7, 9-11, 32): Royal Assent Remainder: 24 May 2001	Sch. 2 (items 418, 419)
Treasury Legislation Amendment (Application of Criminal Code) Act (No. 1) 2001	31, 2001	28 Apr 2001	Schedule 1 (items 1-4): 28 Apr 2001 (b)	--
Treasury Legislation Amendment (Application of Criminal Code) Act (No. 3) 2001	117, 2001	18 Sept 2001	Schedule 3 (items 1-4): 19 Sept 2001 (c)	S. 4
Australian Prudential Regulation Authority Amendment Act 2003	42, 2003	24 June 2003	Schedules 1-3: 1 July 2003 (see Gazette 2003, No. S230) Remainder: Royal Assent	Sch. 3
Same‑Sex Relationships (Equal Treatment in Commonwealth Laws--General Law Reform) Act 2008	144, 2008	9 Dec 2008	Schedule 14 (items 97-104): 10 Dec 2008	Sch. 14 (item 104)
Financial Sector Legislation Amendment (Enhancing Supervision and Enforcement) Act 2009	75, 2009	27 Aug 2009	Schedule 1 (item 204): [see Note 2]	--

(a)     The Financial Sector (Shareholdings) Act 1998 was amended by Schedule 7 (item 45) only of the Financial Sector Reform (Amendments and Transitional Provisions) Act (No. 1) 1999, subsections 3(1), (2)(e) and (16) of which provide as follows:

                 (1)   Subject to this section, this Act commences on the day on which it receives the Royal Assent.

                 (2)   The following provisions commence on the transfer date:

                      (e)   subject to subsection (12), Schedule 7, other than items 43, 44, 118, 205 and 207 (the commencement of those items is covered by subsections (10), (11) and (13)).

               (16)   The Governor‑General may, by Proclamation published in the Gazette, specify the date that is to be the transfer date for the purposes of this Act.

(b)    The Financial Sector (Shareholdings) Act 1998 was amended by Schedule 1 (items 1-4) only of the Treasury Legislation Amendment (Application of Criminal Code) Act (No. 1) 2001, subsection 2(1) of which provides as follows:

                 (1)   Sections 1, 2 and 3 and items 1 to 4 (inclusive) of Schedule 1, and Schedule 2, to this Act commence on the day on which this Act receives the Royal Assent.

(c)     The Financial Sector (Shareholdings) Act 1998 was amended by Schedule 3 (items 1-4) only of the Treasury Legislation Amendment (Application of Criminal Code) Act (No. 3) 2001, subsection 2(5) of which provides as follows:

                 (5)   Part 1 of Schedule 3 commences on the day after the day on which this Act receives the Royal Assent.

Table of Amendments

ad. = added or inserted     am. = amended     rep. = repealed     rs. = repealed and substituted
Provision affected	How affected
Part 2
Division 4
S. 24....................................	am. Nos. 31 and 117, 2001
Division 5
S. 26....................................	am. Nos. 31 and 117, 2001
Part 5
S. 37....................................	rep. No. 137, 2000
Part 7
S. 44....................................	am. No. 42, 2003
Ss. 48, 49............................	ad. No. 44, 1999
Schedule 1
C. 2...................................... ........................................	am. No. 144, 2008

Note 2

Financial Sector Legislation Amendment (Enhancing Supervision and Enforcement) Act 2009 (No. 75, 2009)

The following amendment commences on 27 February 2010 unless proclaimed earlier:

Schedule 1

204  Section 3 (paragraph (b) of the definition of authorised insurance company)

After "under", insert "section 21 of".

As at 4 September 2009 the amendment is not incorporated in this compilation.

Table A

Applications, saving or transitional provisions

Financial Sector Reform (Amendments and Transitional Provisions) Act (No. 1) 1999 (No. 44, 1999)

Schedule 8

22  Regulations may deal with transitional, saving or application matters

(1)        The regulations may deal with matters of a transitional, saving or application nature relating to:

                     (a)  the transition from the application of provisions of the replaced legislation to the application of provisions of the Banking Act 1959, the Life Insurance Act 1995, the Financial Sector (Transfers of Business) Act 1999, the Financial Sector (Shareholdings) Act 1998 or the Australian Prudential Regulation Authority Act 1998; or

                     (b)  the transition, for The Cairns Cooperative Weekly Penny Savings Bank Limited, from the application of provisions of the Financial Intermediaries Act 1996 of Queensland to the application of provisions of any of the Acts referred to in paragraph (a); or

                     (c)  the amendments and repeals made by the Schedules to this Act.

(2)        Without limiting subitem (1), the regulations may provide for a matter to be dealt with, wholly or partly, in any of the following ways:

                     (a)  by applying (with or without modifications) to the matter:

                              (i)  provisions of a law of the Commonwealth, or of a State or Territory; or

                             (ii)  provisions of a repealed or amended law of the Commonwealth, or of a State or Territory, in the form that those provisions took before the repeal or amendment; or

                            (iii)  a combination of provisions referred to in subparagraphs (i) and (ii);

                     (b)  by otherwise specifying rules for dealing with the matter;

                     (c)  by specifying a particular consequence of the matter, or of an outcome of the matter, for the purposes of a law of the Commonwealth.

(3)        Without limiting subitems (1) and (2), the regulations may provide for the continued effect, for the purposes of a provision of a law of the Commonwealth, of a thing done or instrument made, or a class of things done or instruments made, before the transfer date under or for the purposes of a provision of a law of a State or Territory. In the case of an instrument or class of instruments, the regulations may provide for the instrument or instruments to continue to have effect subject to modifications.

(4)        Without limiting subitem (3), regulations providing for the continued effect of things done or instruments made may permit all or any of the following matters to be determined in writing by a specified person, or by a person included in a specified class of persons:

                     (a)  the identification of a thing done or instrument made, or a class of things done or instruments made, that is to continue to have effect;

                     (b)  the purpose for which a thing done or instrument made, or a class of things done or instruments made, is to continue to have effect;

                     (c)  any modifications subject to which an instrument made, or a class of instruments made, is to continue to have effect.

(5)        Despite subsection 48(2) of the Acts Interpretation Act 1901, regulations for the purposes of this item:

                     (a)  may be expressed to take effect from a date before the regulations are notified in the Gazette; and

                     (b)  may provide for a determination of a kind referred to in subitem (4) to take effect from a date before the determination is made (including a date before the regulations are notified in the Gazette).

(6)        In this item, a reference to a law, whether of the Commonwealth or of a State or Territory, includes a reference to an instrument made under such a law.

(7)        In this item:

replaced legislation means:

                     (a)  the AFIC Codes; and

                     (b)  the Financial Institutions Codes; and

                     (c)  the Friendly Societies Codes; and

                     (d)  the Australian Financial Institutions Commission Act 1992 of Queensland, and any Act of another State or of a Territory that provides for the application, as a law of the State or Territory, of the Code set out in section 21 of the Australian Financial Institutions Commission Act 1992 of Queensland; and

                     (e)  the Financial Institutions (Queensland) Act 1992 of Queensland, and any Act of another State or of a Territory that provides for the application, as a law of the State or Territory, of the Code set out in section 30 of the Financial Institutions (Queensland) Act 1992 of Queensland; and

                      (f)  the Friendly Societies (Victoria) Act 1996 of Victoria, and any Act of another State or of a Territory that provides for the application, as a law of the State or Territory, of the Code set out in the Schedule to the Friendly Societies (Victoria) Act 1996 of Victoria; and

                     (g)  the Friendly Societies (Western Australia) Act 1999; and

                     (h)  any other law of a State or Territory prescribed by the regulations for the purposes of this definition.

23  Power to make regulations

            The Governor‑General may make regulations, not inconsistent with this Act, prescribing matters required or permitted by this Act to be prescribed.

Criminal Code Amendment (Theft, Fraud, Bribery and Related Offences) Act 2000 (No. 137, 2000)

Schedule 2

418  Transitional--pre‑commencement offences

(1)        Despite the amendment or repeal of a provision by this Schedule, that provision continues to apply, after the commencement of this item, in relation to:

                     (a)  an offence committed before the commencement of this item; or

                     (b)  proceedings for an offence alleged to have been committed before the commencement of this item; or

                     (c)  any matter connected with, or arising out of, such proceedings;

as if the amendment or repeal had not been made.

(2)        Subitem (1) does not limit the operation of section 8 of the Acts Interpretation Act 1901.

419  Transitional--pre‑commencement notices

If:

                     (a)  a provision in force immediately before the commencement of this item required that a notice set out the effect of one or more other provisions; and

                     (b)  any or all of those other provisions are repealed by this Schedule; and

                     (c)  the first‑mentioned provision is amended by this Schedule;

the amendment of the first‑mentioned provision by this Schedule does not affect the validity of such a notice that was given before the commencement of this item.

Treasury Legislation Amendment (Application of Criminal Code) Act (No. 3) 2001 (No. 117, 2001)

4  Application of amendments

             (1)  Each amendment made by this Act applies to acts and omissions that take place after the amendment commences.

             (2)  For the purposes of this section, if an act or omission is alleged to have taken place between 2 dates, one before and one on or after the day on which a particular amendment commences, the act or omission is alleged to have taken place before the amendment commences.

Australian Prudential Regulation Authority Amendment Act 2003
(No. 42, 2003)

Schedule 3

1  Definitions

In this Schedule:

amended Act means the Australian Prudential Regulation Authority Act 1998 as in force after the commencement of the amendments.

commencement of the amendments means the commencement of the amendments made by Schedule 1.

old Act means the Australian Prudential Regulation Authority Act 1998 as in force immediately before the commencement of the amendments.

2  APRA's corporate existence is continued

(1)        The body corporate that was, immediately before the commencement of the amendments, the Australian Prudential Regulation Authority (APRA) continues in existence after that commencement by force of this item under the corporate structure provided for by the amended Act.

Note:       Rights, liabilities and obligations as between APRA and other people, and things done by or on behalf of APRA, or in relation to APRA, are therefore not affected by the restructure of APRA.

(2)        However, this does not imply that any person who, immediately before the commencement of the amendments, was a member of APRA's Board, or was APRA's Chief Executive Officer, continues to hold office after that commencement.

Note:       These people cease to hold office on the commencement of the amendments because of the repeal of the provisions under which they were appointed.

3  Continued protection from liability

Section 58 of the old Act continues to apply in relation to conduct, before the commencement of the amendments, of APRA's Board, a member of APRA's Board or an agent of a member of APRA's Board.

Note:       The reference to a member of APRA's Board covers APRA's Chief Executive Officer.

4  Continued effect of certain delegations

(1)        A delegation in force, immediately before the commencement of the amendments, under subsection 15(1) or (2) of the old Act continues to have effect after that commencement as if it were a delegation under APRA's seal under that subsection of the amended Act. If the delegation was to one or more members of APRA's Board, it continues to have effect as if it were a delegation to any APRA member.

(2)        A direction in force, immediately before the commencement of the amendments, under subsection 15(3) of the old Act continues to have effect after that commencement, in relation to a delegation to which subitem (1) applies, as if it were a direction given by APRA under that subsection of the amended Act.

(3)        A delegation to one or more members of APRA's Board in force, immediately before the commencement of the amendments, under a provision amended by Schedule 2 continues to have effect after that commencement as if it were a delegation under the amended provision to any APRA member.

Note:       Delegations in favour of APRA, or APRA staff members, are not affected by the Schedule 2 amendments.

5  Continued effect of determinations of terms and conditions for staff and consultants

A determination of terms and conditions in force, immediately before the commencement of the amendments, under subsection 45(2) or 47(2) of the old Act continues to have effect after that commencement as if it were a determination by APRA under that subsection of the amended Act.

6  Continued effect of approvals under paragraph 56(5)(b)

An approval in force, immediately before the commencement of the amendments, under paragraph 56(5)(b) of the old Act continues to have effect after that commencement as if it were an approval by APRA under that paragraph of the amended Act.

7  Continued or extended effect of certain regulations

(1)        Regulations in force, immediately before the commencement of the amendments, under paragraph (k) of the definition of Act covered by this section in subsection 56(1) of the old Act continue to have effect after that commencement as if they were made under paragraph (o) of the definition of prudential regulation framework law in subsection 3(1) of the amended Act, but only as that paragraph applies for the purposes of section 56 of the amended Act.

(2)        Regulations in force, immediately before the commencement of the amendments, under paragraph 56(5)(a) of the old Act have effect after that commencement (in addition to the effect they continue to have for that paragraph of the amended Act) as if they were also made under subsection 10A(1) of the amended Act.

8  Delegations by ASIC to APRA staff members

(1)        Subsection 102(2A) of the Australian Securities and Investments Commission Act 2001 has effect after the commencement of the amendments as if the reference in that subsection to the Chief Executive Officer of APRA were instead a reference to APRA.

(2)        For the purposes of that subsection as it continues to have effect, an agreement to a delegation, in force under that subsection immediately before the commencement of the amendments, continues to have effect after that commencement as if it were given by APRA.

Same‑Sex Relationships (Equal Treatment in Commonwealth Laws--General Law Reform) Act 2008 (No. 144, 2008)

Schedule 14

104  Transitional provisions

Unacceptable ownership situation

(1)        For the purposes of section 12 of the Financial Sector (Shareholdings) Act 1998, if:

                     (a)  apart from this subitem, an unacceptable ownership situation would exist in relation to a financial sector company on the commencement day; and

                     (b)  the situation would exist only because of the amendments of that Act made by this Part;

then, the situation is, during the period of 6 months starting on the commencement day, taken not to exist for so long as it would otherwise have existed.

Practical control of a financial sector company

(2)        If:

                     (a)  the Treasurer is satisfied, for the purposes of subparagraph 23(1)(a)(ii) of the Financial Sector (Shareholdings) Act 1998, that a person was in a position to exercise control over a financial sector company on the commencement day; and

                     (b)  the person was in that position on that day only because of the amendments of that Act made by this Part;

then, the Treasurer may not make a declaration under section 23 of that Act in relation to that person and that company during the period of 6 months starting on the commencement day.

Record‑keeping

(3)        If:

                     (a)  apart from this subitem, a person would be required by regulations made for the purposes of section 26 of the Financial Sector (Shareholdings) Act 1998 to do something on the commencement day in relation to an ownership matter; and

                     (b)  the person would not be required to do that thing if the amendments of that Act made by this Part had not been made;

then, the person is, during the period of 6 months starting on the commencement day, taken not to be required to do that thing for so long as the person would otherwise have been required to do that thing.

Commencement day

(4)        In this item:

commencement day means the day on which the amendments of the Financial Sector (Shareholdings) Act 1998 made by this Part commence.