A corporate reconstruction transaction is where a corporate group transfers securities or property amongst its members to reorganise its business structure in order to, for example:
- align its business operations to a relevant legal entity;
- improve the balance sheet of a subsidiary seeking finance;
- respond to structural changes by a parent;
- remove expensive, outdated structures in complex groups; and
- merge business operations and legal entities following a takeover.
How to apply
An application for a corporate consolidation or corporate reconstruction exemption must be made to the Commissioner after the transaction occurs.
The Commissioner is not able to advise on whether or not a transaction would qualify for an exemption prior to the transaction(s) having been undertaken.
Accordingly, taxpayers should seek independent advice if unsure whether a contemplated transaction would qualify for an exemption. Section 226F of the Act permits the Commissioner to approve an exemption subject to conditions.
Supporting documentation
- diagram/s of structure of corporate group (clearly evidencing ownership interests) before and after the corporate reconstruction;
- ASIC records, or extracts from the registers of shareholders or unit holders, or company extracts as at all relevant times; and
- the trust deed, including any amendments where relevant.
A corporate consolidation transaction relates to the acquisition of an interest in a landholder by virtue of interposing a company or unit trust (the head corporation) between another company or unit trust (the affected corporation) and the holders of the affected corporation’s securities.
How to apply
An application for a corporate consolidation or corporate reconstruction exemption must be made to the Commissioner after the transaction occurs.
The Commissioner is not able to advise on whether or not a transaction would qualify for an exemption prior to the transaction(s) having been undertaken.
Accordingly, taxpayers should seek independent advice if unsure whether a contemplated transaction would qualify for an exemption. Section 226F of the Act permits the Commissioner to approve an exemption subject to conditions.
Supporting documentation
- diagram/s of the structure of the corporate group (clearly evidencing ownership interests) before and after the corporate consolidation;
- ASIC records, or extracts from the registers of shareholders or unit holders, before and after the consolidation transaction; and
- the unit trust scheme deed, including any amendments, where relevant.