Private ruling: Off-market share buy-back
Date of advice: 8 February 2019
Published: May 2019
Ruling period: 1 July 20xx to 30 June 20xx

Ruling: Q1: Will the Commissioner make a determination pursuant to subsection 45C(3) of the Income Tax Assessment Act 1936 (ITAA 1936) to debit the franking account of the Company in relation to the Company off market share buy-back? | A1: No.

Relevant facts and circumstances: 1. The Company is an Australian incorporated company, whose ordinary shares are quoted on the official list of the Australian Securities Exchange (ASX). 2. On X date, the Company announced its intention to undertake a capital-only off market share buy-back up to 10% of its ordinary issued share capital. 3. All shares bought back were cancelled, reducing the number of the Company shares on issue. 4. The issued share capital account is not a tainted share capital account as defined in Division 197 of the ITAA 1997.

Relevant legislative provisions: Section 45B of the Income Tax Assessment Act 1936 (ITAA 1936) | Section 45C of the ITAA 1936 | All legislative references in this Ruling are to the ITAA 1936, unless otherwise stated.

Reasons for decision: Summary: The Commissioner will not make a determination under paragraph 45B(3)(b) that section 45C applies to the whole, or a part, of the Buy-Back Price. The Commissioner will also not make a further determination under subsection 45C(3) in respect of any part of the Buy-Back Price.