Private ruling: Change of a company's place of registration
Date of advice: 3 October 2025
Published: 24 November 2025
Ruling period: 1 July 20XX to 30 June 20XX
Date scheme commenced: 1 July 20XX

Ruling: Q1: If the corporate trustee of a trust (the Trustee) changes its State of registration under subsection 119A(3) of the Corporations Act 2001 (Cth) ( Corporations Act ), will that cause CGT event E1 or CGT event E2 under sections 104-55 or 104-60 to happen? | A1: No.

Relevant facts and circumstances: The Trustee proposes to change its State of registration under subsection 119A(3) of the Corporations Act.

Relevant legislative provisions: Income Tax Assessment Act 1997 section 104-55 | Income Tax Assessment Act 1997 subsection 104-55(1) | Income Tax Assessment Act 1997 section 104-60 | Income Tax Assessment Act 1997 subsection 104-60(1) | Corporations Act 2001 Part 2A.2 | Corporations Act 2001 subsection 119A(3) | Corporations Regulations 2001 Part 2A.2 | Corporations Regulations 2001 Regulation 2A.2.04 Other matters | This Ruling is confined to the proposed change of the Trustee's State of registration . We have not considered what other provisions might apply in the context of an associated or wider arrangement which the change in the State of registration is part of.

Reasons for decision: Summary: Subsection 104-55(1) provides that CGT event E1 happens if you create a trust over a CGT asset by declaration or settlement. Subsection 104-60(1) provides that CGT event E2 happens if you transfer a CGT asset to an existing trust. The Commissioner's view on whether CGT events E1 or E2 happens when the terms of a trust are changed is set out in Taxation Determination TD 2012/21 Income tax: does CGT event E1 or E2 in sections 104-55 or 104-60 of the Income Tax Assessment Act 1997 happen if the terms of a trust are changed pursuant to a valid exercise of a power contained within the trust's constituent document, or varied with the approval of a relevant court? (TD 2012/21). Paragraph 1 of TD 2012/21 states that CGT events E1 and E2 will not happen where the terms of the trust are changed pursuant to a valid exercise of power contained within the trust constituent document, or varied with the approval of a relevant court, unless: • the change causes the existing trust to terminate and a new trust to arise for trust law purposes, or • the effect of the change or court approved variation is such as to lead to a particular asset being subject to a separate charter of rights and obligations such as to give rise to the conclusion that that asset has been settled on terms of a different trust. Paragraphs 24 and 27 of TD 2012/21 state: 24. Even though Clark and Commercial Nominees were decided in the context of whether changes in a continuing trust were sufficient to treat that trust as a different taxpayer for the purpose of applying relevant losses, the ATO accepts the principles set out in these cases have broader application. Relevantly, the principles established by those cases are also relevant to the question of the circumstances in which CGT event E1 or E2 may happen as a result of changes being made to the terms of an existing trust pursuant to a valid exercise of a power in the deed (including a power to amend). In light of those principles, the ATO accepts that a change in the terms of the trust pursuant to exercise of an existing power (including an amendment to the deed of a trust), or court approved variation, will not result in a termination of the trust and, therefore, subject to the observation in paragraph 27 below, will not result in CGT event E1 happening. 27. Even in instances where a pre-existing trust does not terminate, it may be the case that assets held originally as part of the trust property commence to be held under a separate charter of obligations as a result of a change to the terms of the trust - whether by exercise of a power under the deed (including a power to amend) or court approved variation - such as to lead to the conclusion that those assets are now held on terms of a distinct (that is, different) trust. Part 2A.2 of the Corporations Act concerns the jurisdiction of incorporation and jurisdiction of registration. Relevantly, subsection 119A(3) of the Corporations Act states: (3) The State or Territory in which a company is taken to be registered changes to the State or Territory in this jurisdiction nominated by the company if: (a) either: (i) the relevant Minister of the State or Territory in which the company is taken to be registered before the change approves the change; or (ii) the State in which the company is taken to be registered ceases to be a referring State; and (b) the procedural requirements specified in the regulations are satisfied. Part 2A.2 of the Corporations Regulations 2001 sets out the requirements to change a company's place of registration. Relevantly, Regulation 2A.2.04 of the Corporations Regulations provides: (1) On application under regulation 2A.2.03, ASIC must alter the details of the company's registration to show the change in the State or Territory in this jurisdiction in which the company is taken to be registered if: (a) the company has passed a special resolution approving the application for the change; and (b) the Court has not made an order setting aside the special resolution; and (c) the relevant Minister of the State or Territory in which the company is taken to be registered has approved the change under subparagraph 119A(3)(a)(i) of the Act; and (d) ASIC is not aware of any other reason why the change should not be made. (2) ASIC must not alter details of the company's registration until 28 days after the day on which the application was made. (3) ASIC must give the company a new certificate of registration after it alters details of the company's registration. Consistent with the principles expressed in TD 2012/21, neither CGT event E1 nor E2 will happen if the Trustee merely changes its State of registration under subsection 119A(3) of the Corporations Act.

Does IVA apply to this private ruling?: Part IVA of the Income Tax Assessment Act 1936 contains anti-avoidance rules that can apply in certain circumstances where you or another taxpayer obtains a tax benefit, imputation benefit or diverted profits tax benefit in connection with an arrangement. | If Part IVA applies, the tax benefit or imputation benefit can be cancelled (for example, by disallowing a deduction that was otherwise allowable) or you or another taxpayer could be liable to the diverted profits tax. | We have not fully considered the application of Part IVA to the arrangement you asked us to rule on, or to an associated or wider arrangement of which that arrangement is part. | If you want us to rule on whether Part IVA applies, we will need to obtain and consider all the facts about the arrangement which are relevant to determining whether Part IVA may apply.