Private ruling: GST and mergers and acquisitions
Date of advice: 10 February 2026
Published: 30 March 2026
Ruling period: 1 March 20XX to 31 December 20XX
Date scheme commenced: 1 March 20XX

Ruling: Q1: Do you make creditable acquisitions pursuant to section 11-5 of the A New Tax System (Goods and Services Tax) Act 1999 in relation to acquisitions that relate to the transfer of shares in your company from your previous shareholders to new shareholders? | A1: Yes. Section 11-5 of the GST Act states that you make a creditable acquisition if: (a) you acquire anything solely or partly for a *creditable purpose; and (b) the supply of the thing to you is a *taxable supply; and (c) you provide, or a liable to provide *consideration for the supply; and (d) you are *registered or required to be *registered for GST. The acquisitions you have made that relate to the transfer of shares in your Company from previous shareholders to new shareholders are creditable acquisitions as they satisfy section 11-5 of the GST Act. The acquisitions are for a creditable purpose as defined in section 11-15 of the GST Act. They have been made in carrying on your enterprise, do not relate to input taxed supplies you make and are not for a private or domestic nature.

Relevant facts and circumstances: You ordinarily make taxable supplies. You are a public company with no major shareholders. No shareholder has sufficient influence as defined in paragraph 381(6)(b) of the Income Tax Assessment Act 1936 (ITAA1936). No shareholder holds a voting interest of more than 50% of the votes that may be exercised at a general meeting of the Company as defined in paragraph 381(6)(c) of the ITAA1936. You appointed a financial advisor to run a structured process to solicit bids for the Company. This process resulted in successful bid. You entered into a Scheme Implementation Deed (SID) with the successful bidder. Under the SID, you proposed a Scheme of arrangement under which the successful bidder will acquire 100% of the ordinary shares in your company (Transaction). Obtaining shareholder approval is a condition precedent to the scheme becoming effective. In addition, obtaining majority shareholder approval is also a statutory requirement under section 411(4)(a)(ii) of the Corporations Act 2001 (Cth) ("Corporations Act"). Under section 412 of the Corporations Act, in order for you to obtain shareholder approval you are required to provide an explanatory statement in relation to the Scheme to shareholders. You prepared a Scheme Booklet containing (amongst other things) the explanatory statement and a copy of the Independent Expert's report. The Scheme Booklet was lodged with the Australian Securities and Investments Commission for review and issued to Shareholders prior to the Scheme Meeting. The shares in the Company are proposed to be sold to the successful bidder by your Shareholders and therefore the financial supply of the shares will be made between your Shareholders and the successful bidder, and not by you. You have made acquisitions ("Acquisitions") for services provided that directly relate to the Transaction. All Acquisitions made by you were supplied by third party providers under contracts that were executed directly between you and the third-party provider. You have paid, and were the only party liable to pay, consideration for the Acquisitions. You do not act as a 'financial supply provider' in the ordinary course of your enterprise.

Relevant legislative provisions: A New Tax System (Goods and Services Tax) Act 1999 Section 11-5 | A New Tax System (Goods and Services Tax) Act 1999 Section 11-15