Private ruling: Capital gains tax
Date of advice: 9 December 2025
Published: 2 February 2026
Ruling period: Income year ending XX XX 20XX
Date scheme commenced: XX XX 20XX

Ruling: Q1: Will the Commissioner make a further determination under section 45C(3) of the ITAA 1936 in respect of the Capital Return? | A1: No

Relevant facts and circumstances: Company A is an Australian resident listed on the Australian Securities Exchange and the head company of an income tax consolidated group under Part 3-90 of the Income Tax Assessment Act 1997 ( ITAA 1997 ). Company A on a standalone basis had retained earnings. Company A sold part of its business. Following the sale, Company A announced its intention to return an amount of the proceeds to shareholders in the form of a return of capital payment (Capital Return) and pay a special dividend. The Capital Return did not result in the cancellation of any shares and there was no change to the proportionate interest of each shareholders following the Capital Return. Company A had not previously undertaken any returns of capital to its shareholders and has consistently paid dividends since it was admitted to the official list of Australian Securities Exchange in 20XX. Company A's shares were held by registered shareholders who were Australian residents and non-residents. On the payment date, Company A's share capital account (as defined in section 975-300 of the ITAA 1997) was not tainted within the meaning of Division 197 of the ITAA 1997.

Relevant legislative provisions: Income Tax Assessment Act 1936 paragraph 45B(3)(b) | Income Tax Assessment Act 1936 section 45B | Income Tax Assessment Act 1936 section 45C(3) | Income Tax Assessment Act 1997 section 975-300 | Income Tax Assessment Act 1997 Division 197 | Corporations Act 2001 section 256B | Corporations Act 2001 section 256C

Reasons for decision: Summary: Having regard to the relevant facts and circumstances, the Commissioner will not make a further determination under subsection 45C(3) of the ITAA 1936.