3AAbsentee controlling interest

3A Absentee controlling interest (1) For the purposes of this Act, an absentee person holds an ***absentee controlling interest*** in a corporation if— (a) the absentee person, or that person acting together with another absentee person, can control the composition of the board of the corporation; or (b) the absentee person, or that person acting together with another absentee person, is in a position to cast or control the casting of more than 50% of the maximum number of votes that might be cast at a general meeting of the corporation; or S. 3A(1)(c) amended by No. 40/2016 s. 19(1). (c) the absentee person holds, or that person acting together with another absentee person hold, more than 50% of the issued share capital of the corporation. S. 3A(2) inserted by No. 40/2016 s. 19(2). (2) For the purposes of subsection (1)— (a) a reference to the issued share capital of a corporation does not include a reference to any part of it that carries no right to participate beyond a specified amount in a distribution of either profits or capital; and (b) subject to paragraphs (c) and (d), any shares held or power exercisable by a person or nominee for an absentee person are taken to be also held or exercisable by the absentee person; and (c) any shares held or power exercisable by an absentee person by virtue of the provisions of any debentures of another corporation, or of a trust deed for securing any issue of any such debentures, must be disregarded; and (d) any shares held or power exercisable by, or by a nominee for, an absentee person (not being held or exercisable as mentioned in paragraph (c)) are taken to be not held or exercisable by that person if— (i) the ordinary business of that person includes the lending of money; and (ii) the shares are held or the power is exercisable only by way of security given for the purposes of a transaction entered into in the ordinary course of business in connection with the lending of money, not being a transaction entered into with an associate of that person within the meaning of the Corporations Act; and (e) the composition of a corporation's board is taken to be controlled by an absentee person if the absentee person, by the exercise of a power exercisable whether or not with the consent or concurrence of any other person, can appoint or remove all or a majority of the members of the board. S. 3A(3) inserted by No. 40/2016 s. 19(2). (3) Subsection (2)(e) does not limit the circumstances in which the composition of a corporation's board is to be taken to be controlled by an absentee person. S. 3B inserted by No. 26/2015 s. 26.