Private ruling: Income Tax: Tax Incentive for Early Stage Investors
Date of advice: 28 November 2017
Published: April 2018
Ruling period: Year ending 30 June 20ZZ
Date scheme commenced: 1 July 20YY

Ruling: Q1: Does the Company meet the criteria of an Early Stage Innovation Company (ESIC) under subsection 360-40(1) of the Income Tax Assessment Act 1997 (ITAA 1997)? | A1: Yes.

Relevant facts and circumstances: 1. The Company was incorporated in Australia and registered in the Australian Business Register during the year ending 30 June 20YY. Its equity interests are not listed for quotation in the official list of any stock exchange in Australia or a foreign country. 2. The Company has no subsidiaries and had expenses of less than $1 million, and assessable income of less than $200,000 in the previous income year, ie the year ended 30 June 20YY. 3. The Company is developing a analytics / business decision platform (‘the Platform’), which aims to enable eCommerce retailers to more competitively price their products, and provide insights and automation across key areas of their business, including products, customers, suppliers and competitors. 4. The Company states in its business case document that they are developing an application to improve retailers’ sales conversion rates, by intelligently managing their products’ prices. 5. The Company states that the Platform has a number of state-of-the-art capabilities which are core to enabling it to deliver its pricing / business automation solutions. And that in addition to intelligent pricing, the Platform also includes a range of innovative complementary apps in its suite which will enable its customers to improve their sales conversion rates. 6. The Company has identified its addressable market as the global market. It submits that as the Platform is a tool to help eCommerce retailers, it is inherently focussed on a global market. It identifies it’s immediate addressable market as English speaking developed nations, and also submits that there will be opportunity to broaden its adoption through translation into other languages. 7. There are two founders of the Company: individuals ‘A’ and ‘B’. 8. A is the sole director and a secretary of the Company. A has extensive management consulting experience, specialising in pricing and supply chain, and has worked in a range of sectors including eCommerce, retail and distribution. 9. B is a secretary of the Company. B has extensive management consulting experience specialising in business intelligence and financial modelling, and has worked in a range of sectors including eCommerce, retail, distribution and finance. 10. Individual ‘C’ is the chairman of the Company. C has over XX years of executive management experience within the eCommerce, retail and distribution sectors. They are also an active contributor to the relevant Investor network of another non-Australian country. C provides the Company with guidance on raising new venture capital investment as well as holding the position of the company’s chairman. 11. A private company (‘H Company’) is the sole shareholder and ultimate holding company of the Company. 12. The Company states that all of the intellectual property associated with the Platform: ● is owned by the Company ● had no ($0) value as at 30 June 20YY, as without investment, there is very limited Intellectual Property (IP) value possible ● is not currently owned by another entity ● has not been transferred from another entity. 13. The Company states that there is currently no license in place in relation to the Platform, and that IP protection is currently provided through the IP being a ‘trade secret’, and the software being kept in secured internal locations. The Company envisions having protection licensing in place as soon as commercially viable. 14. The Company have highlighted the key differentiators and competitive advantages of its platform/system to alternate systems as being: Pricing apps ● Of the current existing applications related to pricing, no single competitor provides the range of features that the Company’s Platform does. Enterprise level solutions ● There are a number of competitors that provide ‘enterprise level’ pricing intelligence for retailers making more than $5m revenue a year. The key difference between the Company’s Platform and these competitors, is that it has the capability to collect a broader range of data which enables it to provide more relevant competitor insights. In-house intelligence used by eCommerce marketplaces ● The Company believe that some large retailers and market places have developed their own pricing intelligence tools with capabilities similar to the Company’s Platform, but that they are not expected to have an interest in commercialising their pricing intelligence tools as it forms a core part of their competitive advantage. Competitor analysis conclusion ● Across the market for pricing intelligence there are a range of different competitors, however, none provide as broad a range of marketing intelligence as the Company’s Platform, nor at a price that competes against the Company’s Platform. ● Through its low-cost intelligent software, the Company’s Platform will be able to serve customers with a pricing solution that are not serviceable by larger software solutions. 15. The Company state that they do not need to seek legal permission to incorporate its platform on social media platforms, or commence operating its platform on/in the internet/cloud. 16. The Company state that they currently do not know if the company is going to register with A relevant department and claim Research & Development (R&D) tax offsets, and that this decision will be made by the board when appropriate. Commercialisation strategy 17. The Company has undertaken extensive market research, and prepared a comprehensive development and commercialisation business plan. 18. According to the Company’s market research, the Total Available Market (TAM) for third-party apps used by eCommerce retailers is currently very substantial and expected to undergo significant growth. With a suite of intelligent pricing apps, the Company estimates that its Share of Market (SOM) and revenue will be substantial within 3 years. 19. The Company’s Platform is currently being used as a key enabler for an eCommerce retail business owned by the founders. The Platform provides the business with an automated solution for updating quantity and prices across thousands of individual products, sold by their suppliers, and major competitors. 20. The Company’s short term plan is to further develop the Platform so that it can be scaled across thousands of other eCommerce retailers. They state that they are developing an application to improve retailers’ sales conversion rates by intelligently managing their products’ prices. 21. The Company believe that after their initial development phase there will be further opportunities to grow the capabilities of the Platform. 22. The Company’s customer profile is focused on retailers with the following attributes: ● sells through an eCommerce platform ● earns less than $5 million but more than $150K AUD revenue ● sells comparable (to competitors), physical products. 23. The Company has determined under its revenue model, that revenue will be driven by monthly subscriptions to four different tiers of payment (Trial, Light, Medium and Full). No subscribers are expected in the initial development period as they develop the first viable version. The business model predicts a ‘run rate’ of several thousand customers and significant monthly revenue by the final month of the third year after commencing development. 24. The Company believes that it will be able to serve customers with a pricing solution that are not serviceable by larger software solutions. 25. Initially the Company intends to sell the Platform exclusively through a limited number of eCommerce platforms. However, over time the Company intends to make the Platform accessible to more platforms and potentially individual companies that work outside eCommerce marketplace platforms. 26. In the first instance, the Company plans to release a promotional version of the Platform to their customers at no cost. They state that the aim of this is to accomplish two main objectives: 1. Testing the usability of the early prototype 2. Gathering customer feedback and initial reviews of the product As soon as the reviews and customer feedback has been incorporated, the Company will charge a subscription fee for new customers. 27. The Company plan to advertise through multiple online channels such as store platforms, social media platforms, podcasts of subject matter experts and online video ads. Information provided 28. The Company has provided information in a number of documents in relation to the Company and the Platform. 29. We have referred to the relevant information within these documents in applying the relevant tests to your circumstances. 30. You propose to issue new shares in the Company to various investors to assist in funding the continued development and commercialisation of the Platform.

Relevant legislative provisions: Income Tax Assessment Act 1997 Subdivision 360-A | Income Tax Assessment Act 1997 section 360-40 | Income Tax Assessment Act 1997 section 360-45

Reasons for decision: Summary: All legislative references are to the ITAA 1997 unless otherwise indicated. | Summary: The Company meets the eligibility requirements of an ESIC under subsection 360-40(1). | Detailed Reasoning - Qualifying Early Stage Innovation Company: 1. Subsection 360-40(1) outlines the criteria required for a company to qualify as an Early Stage Innovation Company (ESIC) at a particular time in an income year. This time is referred to as the test time. The criteria are based on a series of tests to identify if the company is at an early stage of its development and it is developing new or significantly improved innovations to generate an economic return. | Detailed Reasoning - ‘The early stage test’: 2. The early stage test requirements are outlined in detail within paragraphs 360-40(1)(a) to (d). | Detailed Reasoning - Incorporation or Registration – paragraph 360-40(1)(a): 3. To meet the requirement in paragraph 360-40(1)(a), at a particular time (the test time) in an income year (the current year) the company must have been either: i. incorporated in Australia within the last three income years (the latest being the current year); or ii. incorporated in Australia within the last six income years (the latest being the current year), and across the last three of those income years the company and its 100% subsidiaries incurred total expenses of $1 million or less; or iii. registered in the Australian Business Register (ABR) within the last three income years (the latest being the current year). 4. The term ‘current year’ is defined in subsection 360-40(1) with reference to the ‘test time’; the ‘current year’ being the income year in which the company issues shares to the investor. 5. A company that does not meet any of these conditions will not qualify as an ESIC. | Detailed Reasoning - Total expenses - paragraph 360-40(1)(b): 6. To meet the requirement in paragraph 360-40(1)(b), the company and its 100% subsidiaries must have incurred total expenses of $1 million or less in the income year before the current year. | Detailed Reasoning - Assessable income - paragraph 360-40(1)(c): 7. To meet the requirement in paragraph 360-40(1)(c), the company and its 100% subsidiaries must have derived total assessable income of $200,000 or less in the income year before the current year. | Detailed Reasoning - No stock exchange listing - paragraph 360-40(1)(d): 8. To meet the requirement in paragraph 360-40(1)(d), the company must not be listed on any stock exchange in Australia or a foreign country. | Detailed Reasoning - Innovation tests: 9. If the company satisfies the early stage test, the company must also satisfy one of two innovation tests: the objective (100 point) test or the principles-based test. | Detailed Reasoning - ‘100 point test’ – paragraph 360-40(1)(e) and section 360-45: 10. To satisfy the 100 point test the company must obtain at least 100 points by meeting the innovation criteria in the table within section 360-45. The criteria are tested at a time immediately after the relevant shares are issued. If a company satisfies this test it does not need to satisfy the principles-based test. | Detailed Reasoning - ‘Principles-based test’ – subparagraphs 360-40(1)(e)(i) to (iv): 11. To satisfy the principles-based test, the company must meet five requirements in paragraph 360-40(1)(e). This is tested at a time immediately after the relevant new shares are issued to the investor. 12. The company can demonstrate that it meets each requirement through existing documentation such as a business plan, commercialisation strategy, competition analysis or other company documents. The company must be able to show that tangible steps have been or will be taken in relation to each of the requirements. 13. The five requirements of the principles-based test, as outlined in paragraph 360-40(1)(e) are: i. the company must be genuinely focused on developing one or more new or significantly improved innovations for commercialisation ii. the business relating to that innovation must have a high growth potential iii. the company must demonstrate that it has the potential to be able to successfully scale up the business relating to the innovation iv. the company must demonstrate that it has the potential to be able to address a broader than local market, including global markets, through that business, and v. the company must demonstrate that it has the potential to be able to have competitive advantages for that business. | Detailed Reasoning - Developing new or significantly improved innovations for commercialisation: 14. For the purposes of Subdivision 360-A, the Explanatory Memorandum to the Tax Laws Amendment (Tax Incentives for Innovation) Bill 2016 (‘EM’) provides the following at paragraph 1.76 in relation to the definition of innovation: “Implicit in the definition of innovation is the requirement that the company is developing a new or significantly improved type of innovation such as a product, process, service, marketing or organisational method. This list of various types of innovations provides flexibility for innovation companies and is adaptable to current and future innovations. The Oslo Manual, published by the Organisation for Economic Co-operation and Development (OECD) provides a description of these different types of innovations…” 15. The innovation being developed by the company must either be new or significantly improved for an applicable addressable market. The company’s addressable market is the revenue opportunity or market demand arising from the innovation or the related business. The addressable market must be objective and realistic. 16. Improvements must be significant in nature to meet this requirement. Customising existing products or minor changes resulting from software updates, pricing strategies or seasonal changes are examples of improvements that would not be considered significant. 17. The OECD Oslo Manual defines innovations as significant changes, with the intention of distinguishing significant changes from routine minor changes. However, it is important to recognise that an innovation can also consist of a series of smaller incremental changes that together constitute a significant change. 18. In discussing services innovation activity, paragraph 111 of the OECD Oslo Manual states, “Innovation activity in services also tends to be a continuous process, consisting of a series of incremental changes in products and processes. This may occasionally complicate the identification of innovations in services in terms of single events, i.e. as the implementation of a significant change in products, processes or other methods.” 19. The OECD Oslo Manual, in relation to defining innovative services, states at paragraph 161 that “innovations in services can include significant improvements in how they are provided (for example, in terms of their efficiency or speed), the addition of new functions or characteristics to existing services, or the introduction of entirely new services.” 20. The company must be genuinely focused on developing the innovation for a commercial purpose in order to generate economic value and revenue for the company. This requirement draws the distinction between simply having an idea and commercialising an idea. 21. ‘Commercialisation’ includes a range of activities that involve the implementation or sale of a new or significantly improved innovation that will directly lead to the generation of economic value for the company. | Detailed Reasoning - High growth potential: 22. The company must be able to demonstrate that it has the potential for high growth within a broad addressable market. This refers to the company’s ability to rapidly expand its business. Companies that are limited to supplying local customers will not meet this requirement. | Detailed Reasoning - Scalability: 23. The company must be able to demonstrate that it has the potential to successfully scale up the business. The company must have operating leverage, where as it increases its market share or enters into new markets, its existing revenues can be multiplied with a reduced or minimal increase in operating costs per unit. | Detailed Reasoning - Broader than local market: 24. The company must be able to demonstrate that it has the potential to address a market that is broader than a local city, area or region. The company does not need to have a serviceable market at a national, multinational or global scale at the test time. However, it does need to show that the business is capable of addressing a market that is broader than a local market and that the business can be adapted to a broader scale in the future. | Detailed Reasoning - Competitive advantages: 25. The company must be able to demonstrate that it has the potential to have competitive advantages, such as a cost or differential advantage over its competitors which are sustainable for the business as it expands. The company can analyse what competitors in the market offer, and consider whether the company has a differentiating advantage that would allow it to outperform these competitors. | Detailed Reasoning - Application to your circumstances: Test time 26. For the purposes of this ruling, the test time for determining if Crucible is a qualifying ESIC will be a particular date during the income year ending 30 June 20ZZ. Current year 27. For the purposes of subsection 360-40(1), the current year will be the year ending 30 June 20ZZ (the 20ZZ income year). For clarity, in relation to particular requirements within subsection 360-40(1), the last three income years will include the years ending 30 June 20ZZ, 20YY and 20XX, and the income year before the current year (‘the prior income year’) will be the year ending 30 June 20YY (the 20YY income year). | Detailed Reasoning - Early stage test: Incorporation or Registration – paragraph 360-40(1)(a) 28. As the Company was incorporated and registered in the Australian Business Register during the year ending 30 June 20YY, which is within the last 3 income years, and has no subsidiaries, subparagraphs 360-40(1)(a)(i) and (iii) are satisfied. Total expenses – paragraph 360-40(1)(b) 29. As the Company had expenses less than $1 million in the prior income year, and did it not have any subsidiaries, paragraph 360-40(1)(b) is satisfied. Assessable income – paragraph 360-40(1)(c) 30. As the Company’s assessable income for the prior income year is less than $200,000, and it did not have any subsidiaries, paragraph 360-40(1)(c) is satisfied. No stock exchange listing – paragraph 360-40(1)(d) 31. As the Company is privately owned and is not listed on any stock exchange in Australia or a foreign country, subparagraph 360-40(1)(d) is satisfied. Conclusion on early stage test 32. The Company will satisfy the early stage test for the entire 20ZZ income year, as each of the requirements within paragraphs 360-40(1)(a) to (d) have been satisfied. | Detailed Reasoning - 100 point test: 33. The Company has not provided any evidence of satisfying the 100 point test under section 360-45 for the year ending 30 June 20ZZ. For the Company to be a qualifying ESIC it will need to satisfy the principles-based test. | Detailed Reasoning - Principles based test: Developing new or significantly improved innovations for commercialisation – subparagraph 360-40(1)(e)(i) 34. According to the Company, the Platform they are developing is a analytics / business decision platform, that will enable eCommerce retailers to more competitively price their products, and provide insights and automation across key areas of their business, including products, customers, suppliers and competitors. 35. The Company has identified its addressable market as the global market. It submits that as the Platform is a tool to help eCommerce retailers, it is inherently focussed on a global market. It identifies it’s immediate addressable market as English speaking developed nations, and also submits that there will be opportunity to broaden its adoption through translation into other languages. 36. The Company believe that through its low-cost intelligent software, the Company’s Platform will be able to serve customers (specifically retailers selling through an eCommerce platform which earn annual revenue between $150K and $5 million AUD), with a pricing solution that are not serviceable by larger software solutions. New or significantly improved, products, processes, services or marketing or organisational methods – subparagraph 360-40(1)(e)(i) 37. The Company have highlighted the key differentiators of the Platform to existing alternate platforms/software to include: | Detailed Reasoning - Pricing apps: ● Of the current existing applications related to pricing, no single competitor provides the range of features that the Company’s Platform does. | Detailed Reasoning - Enterprise level solutions: ● There are a number of competitors that provide ‘enterprise level’ pricing intelligence for retailers making more than $5m revenue a year. The key difference between the Company’s Platform and these competitors, is that it has the capability to collect a broader range of data which enables it to provide more relevant competitor insights. | Detailed Reasoning - In-house intelligence used by eCommmerce marketplaces: ● The Company believe that some large retailers and market places have developed their own pricing intelligence tools with capabilities similar to the Company’s Platform, but that they are not expected to have an interest in commercialising their pricing intelligence tools as it forms a core part of their competitive advantage. 38. The Company’s ‘competitor analysis conclusion’ is that across the market for pricing intelligence applications there are a range of different competitors, however, none will provide as broad a range of marketing intelligence as the Company’s Platform, nor at a price that competes against the Company’s Platform. Genuinely focussed on developing for commercialisation – subparagraph 360-40(1)(e)(i) 39. The Company has undertaken extensive market research, and prepared a comprehensive development and commercialisation business plan. 40. According to the Company’s market research, the Total Available Market (TAM) for third-party apps used by eCommerce retailers is currently very substantial and is currently expected to undergo significant growth. With a suite of intelligent pricing apps, the Company estimates that its Share of Market (SOM) and revenue will be substantial within 3 years. 41. The Company’s Platform is currently being used as a key enabler for an eCommerce retail business owned by the founders. The Platform provides the business with an automated solution for updating quantity and prices across thousands of individual products, sold by their suppliers, and major competitors. 42. The Company’s short term plan is to further develop the Platform so that it can be scaled across thousands of other eCommerce retailers. They state that they are developing an application to improve retailers’ sales conversion rates by intelligently managing their products’ prices. 43. The Company believe that after their initial development phase there will be further opportunities to grow the capabilities of the Platform. 44. The Company’s customer profile is focused on retailers with the following attributes: ● sells through an eCommerce platform ● earns less than $5 million but more than $150K AUD revenue ● sells comparable (ie to competitors), physical products. 45. The Company has determined under its revenue model, that revenue will be driven by monthly subscriptions to four different tiers of payment (Trial, Light, Medium and Full). No subscribers are expected in the initial development period as they develop the first viable version. The business model predicts a ‘run rate’ of several thousand customers and significant monthly revenue by the final month of the third year after commencing development. 46. Tthe Company believes that it will be able to serve customers with a pricing solution that are not serviceable by larger software solutions. 47. Initially the Company intends to sell the Platform exclusively through a limited number of eCommerce platforms. However, over time the Company intends to make the Platform accessible to more platforms and potentially individual companies that work outside eCommerce marketplace platforms. 48. In the first instance, the Company plans to release a promotional version of the Platform to their customers at no cost. They state that the aim of this is to accomplish two main objectives: 1. Testing the usability of the early prototype 2. Gathering customer feedback and initial reviews of the product As soon as the reviews and customer feedback has been incorporated, the Company will charge a subscription fee for new customers. 49. The Company plan to advertise through multiple online channels such as store platforms, social media platforms, podcasts of subject matter experts and online video ads. Conclusion on subparagraph 360-40(1)(e)(i) 50. The Company is genuinely focussed on developing the Platform for a commercial purpose. The Platform will be a significantly improved product compared to existing products available to the Company’s target market. 51. Therefore, subparagraph 360-40(1)(e)(i) will be satisfied for the time period from 1 July 20YY until 30 June 20ZZ or the date when the Platform has been fully developed, whichever occurs earliest. Once the Platform has been fully developed, the Platform will no longer be ‘developing’ the product for commercialisation and subparagraph 360-40((1)(e)(i) will no longer be satisfied. High growth potential – subparagraph 360-40(1)(e)(ii) 52. The Company expects the Platform to appeal to a wide range of eCommerce businesses within its target market (ie retailers selling physical products through an eCommerce platform with an annual revenue of between $150K and $5 million AUD). They believe that the software that they are developing will enable retailers within their target market to improve their sales conversions rates by intelligently managing their product’s prices. 53. According to the Company’s market research, the Total Available Market (TAM) for third-party apps used by eCommerce retailers is currently very substantial and expected to undergo significant growth. With a suite of intelligent pricing apps, the Company estimates that its Share of Market (SOM) and revenue will be substantial within 3 years. 54. The Company believes that as the Platform will be delivered as Software Licensing that targets eCommerce retailers, it has tremendous growth potential with an immense addressable market. 55. Through its commercialisation/marketing strategy, the Company hopes to foster widespread use of its product by: ● releasing a promotional version of the Platform to test, review and refine the product ● advertising through multiple online channels such as store platforms, social media platforms, podcasts of subject matter experts and internet video ads ● initially selling the Platform exclusively through a limited number of eCommerce platforms, and then over time making the Platform accessible to more platforms, and potentially individual companies that work outside eCommerce marketplace platforms. 56. The Company have planned their growth based on a subscription revenue model, which they believe will provide it with rapidly growing and sustainable income. 57. If the Company’s commercialisation strategy is successful, its market analysis and business planning projections indicate that it will be able to rapidly expand its activities / generation of revenue within English speaking developed nations. 58. Therefore, subparagraph 360-40(1)(e)(ii) will be satisfied. Scalability – subparagraph 360-40(1)(e)(iii) 59. The Company has provided financial projections in its business case which illustrate its expected short term increase in revenue. It estimates that its Share of Market (SOM) and revenue will be substantial within 3 years. 60. The Company states that the Platform is designed on web services systems that are designed with scalability in mind, and allows its users (eCommerce retailers) to smoothly leverage their operational base as subscriptions grow, and move into new markets with minimal increases in operating costs. In addition the Company’s software can be supported remotely which means that the Platform / users of the Platform don’t have to open offices in multiple locations. 61. Given that the Platform is internet based and will have application within domestic and global markets, it is expected that the Platform has the potential to successfully scale up its business. 62. The Platform that the Company plans to further develop is a ‘analytics / business decision platform’ which they believe can be sold to thousands of eCommerce retailers (‘customers/subscribers’). The Company projects that it will be able to generate increased revenue with a less than directly proportional increase in operating costs. This operating leverage affords the Company the potential to successfully scale up its business. Therefore, subparagraph 360-40(1)(e)(iii) will be satisfied. Broader than local market- subparagraph 360-40(1)(e)(iv) 63. The Company has identified its addressable market as the global market. It submits that as the Platform is a tool to help eCommerce retailers, it is inherently focussed on a global market. It identifies it’s immediate addressable market as English speaking developed nations. It also submits that there will be opportunity to broaden its adoption through translation into other languages. 64. The Platform can be used by a wide range of businesses which sell physical products through an eCommerce platform. Thus, the ultimate addressable market is on an international / global scale and is not confined to a local city, area or region. 65. The Company has demonstrated that the Platform has the potential to address a broader market than just the local market, including global markets. Therefore, subparagraph 360-40(1)(e)(iv) will be satisfied. Competitive advantages – subparagraph 360-40(1)(e)(v) 66. The Company has highlighted the key differentiators of the Platform to existing alternate platforms/software to include: | Detailed Reasoning - Pricing apps: ● Of the current existing applications related to pricing, no single competitor provides the range of features that the Company’s Platform does | Detailed Reasoning - Enterprise level solutions: ● There are a number of competitors that provide ‘enterprise level’ pricing intelligence for retailers making more than $5m revenue a year. The key difference between the Company’s Platform and these competitors, is that it has the capability to collect a broader range of data which enables it to provide more relevant competitor insights. | Detailed Reasoning - In-house intelligence used by eCommerce marketplaces: ● The Company believe that some large retailers and market places have developed their own pricing intelligence tools with capabilities similar to the Company’s Platform, but that they are not expected to have an interest in commercialising their pricing intelligence tools as it forms a core part of their competitive advantage. 67. The Company’s ‘competitor analysis conclusion’ is that across the market for pricing intelligence applications there are a range of different competitors, however, none will provide as broad a range of marketing intelligence as the Company’s Platform, nor at a price that competes against the Company’s Platform. 68. The Company believe that as it will be the first company to be able to offer an affordable analytics / business decision platform to their target market, with the range of capabilities that the Company’s Platform will be able to provide, that it will have the ‘first mover advantage’ over its competitors. 69. The Company has demonstrated the potential for the Platform to have competitive advantages within the eCommerce retail industry within its target market, and therefore satisfies subparagraph 360-40(1)(e)(v). | Detailed Reasoning - Conclusion on principles test: 70. The Company satisfies the principles based test as it satisfies the requirements within subparagraphs 360-40(1)(e)(i) to (v) for the period commencing 1 July 20YY until 30 June 20ZZ or the date when the Platform has been fully developed and is ready for sale, whichever occurs earlier. Conclusion 71. The Company meets the eligibility criteria of an ESIC under section 360-40 for the period commencing 1 July 20YY until the earlier of 30 June 20ZZ or the date when the Platform has been fully developed and is ready for sale, whichever occurs earlier.