Coronavirus (COVID-19) updates from the Australian Government

Employee Share Schemes - December 2021

15 days left to have your say
Consultation Type
Exposure Draft

Key Documents

The Government is seeking stakeholder views on exposure draft legislation that removes regulatory barries in offering an employee share scheme (ESS). This exposure draft legislation builds on previously consulted reforms in August 2021.

The changes relative to what was consulted on previously include:

  • Making the availability of regulatory relief contingent on offers including certain terms – including terms limiting the size of purchases and provision of disclosure documents;
  • Changing the limit on the size of purchases to a monetary cap where an employee can outlay $30,000 per year (which can be accrued for unexercised options over a 5‑year period, up to a maximum of $150,000) plus 70% of dividends and 70% of cash bonuses, for an unlisted company ESS offer;
  • Removing the limit on the size of purchases where the terms are such that an employee cannot pay for their interests unless there a liquidity event, and the sale or listing price is higher than what the employee will pay;
  • Limiting loans to employees who are not existing shareholders;
  • Extending regulatory relief in respect of issues to certain discretionary trusts, consistent with existing relief in respect of offers to senior managers;
  • Extending regulatory relief in respect of free offers to independent contractors; and
  • Including ASIC exemption and modification powers, and regulation making powers.

The consultation paper additionally seeks feedback on the necessity of an issue cap and any alternative regulatory mechanisms that could be used to minimise the risk of fund raising through employee share schemes. 

These changes will overall make it is easier for businesses to offer ESS and attract and retain talent.


You can submit responses to this consultation up until 04 February 2022. Interested parties are invited to comment on this consultation.

While submissions may be lodged electronically or by post, electronic lodgement is preferred. For accessibility reasons, please submit responses sent via email in a Word or RTF format. An additional PDF version may also be submitted.

All information (including name and address details) contained in submissions will be made available to the public on the Treasury website unless you indicate that you would like all or part of your submission to remain in confidence. Automatically generated confidentiality statements in emails do not suffice for this purpose. Respondents who would like part of their submission to remain in confidence should provide this information marked as such in a separate attachment.

Legal requirements, such as those imposed by the Freedom of Information Act 1982, may affect the confidentiality of your submission.

View our submission guidelines for further information.

How To Respond



Address written submissions to:

Market Conduct Division
Langton Cres
Parkes ACT 2600