Private ruling: Public company
Date of advice: 25 January 2024
Published: 25 March 2024
Ruling period: 1 July 202x to 30 June 202x
Date scheme commenced: 1 July 202x

Ruling: Q1: Would the Commissioner exercise the discretion under subsection 103A(5) of the Income Tax Assessment Act 1936 (ITAA 1936) to deem A Ltd to be a public company for the purposes of subsection 103A(1) of the ITAA 1936 in relation to the year ending 30 June 202x? | A1: Yes. | Q2: If the answer to Question 1 is yes, would A Ltd's Australian wholly owned subsidiaries be public companies for the purposes of subsection 103A(1) of the ITAA 1936 in relation to the year ending 30 June 202x? | A2: Yes.

Relevant facts and circumstances: A Ltd is a public company for corporation's law purposes, and is the head company of an income tax consolidated group for the purposes of Part 3-90 of the Income Tax Assessment Act 1997. Its shares are listed for quotation on the Australian Securities Exchange (ASX) and have been since 200x. A Ltd and its wholly owned subsidiaries each have an accounting and income tax year ending 30 June. A Ltd has only one class of shares on issue, being ordinary shares. Each share carries the right to one vote. A Ltd pays regular dividends in accordance with the ASX listing rules and had a dividend yield of approximately x% for the year preceding 30 June 202x. A Ltd and its Australian wholly owned subsidiaries have each been, and will be carried on for the purposes of profit or gain to its individual members. A family group do not control more than 50% of the voting power of shares in A Ltd. A Ltd has a sufficiently large paid-up capital ($XX million), spread across approximately xxxx shareholders. A substantial shareholder is a widely held public company, holding less than 50% of shares in company A Ltd.

Relevant legislative provisions: Income Tax Assessment Act 1936 subsection 103A(1) | Income Tax Assessment Act 1936 subsection 103A(2) | Income Tax Assessment Act 1936 subsection 103A(3) | Income Tax Assessment Act 1936 subsection 103A(4) | Income Tax Assessment Act 1936 subsection 103A(4B) | Income Tax Assessment Act 1936 subsection 103A(5) | Income Tax Assessment Act 1936 subsection 103A(7)

Reasons for decision: Summary: The Commissioner is of the opinion that A Ltd reasonably falls within the concept of a public company and would exercise his discretion under subsection 103A(5) to treat A Ltd as a public company for the purposes of subsection 103A(1) for the year ending 30 June 202x. Each of the Australian wholly owned subsidiaries of A Ltd is a 'subsidiary of a public company' for the year ended 30 June 202x and is therefore a public company for the purposes of subsection 103A(1) under paragraph 103A(2)(d)(v).