Private ruling: Public company - Part VA
Date of advice: 22 May 2026
Published: 3 August 2026
Ruling period: Year ending dd MMM 20XX to dd MMM 20XX
Date scheme commenced: dd MM 20XX

Ruling: Q1: Are shares in Company A an investment to which Part VA of the Income Tax Assessment Act 1936 (ITAA 1936) applies, being shares in a 'public company' for the purposes of section 202D of ITAA 1936? | A1: Yes.

Relevant facts and circumstances: 1. Company A is an unlisted special purpose company incorporated in Country A. 2. Company A was registered as a foreign company in Australia. Company A is registered as a foreign company under Division 2 of Part 5B.2 of the Corporations Act 2001 and has been issued with a Certificate of Registration of a Foreign Company under subsection 601CU(1) of the Corporations Act 2001 . 3. Company A is not a corporate collective investment vehicle (CCIV) within the meaning of the Corporations Act 2001. 4. Company A is not a tax resident of Country A. 5. Company A is a resident of Australia for income tax purposes.

Relevant legislative provisions: Corporations Act 2001 (Cth) section 9 | Corporations Act 2001 (Cth) section 9 | Corporations Act 2001 (Cth) section 9 | Income Tax Assessment Act 1936 (Cth) section 6 | Income Tax Assessment Act 1936 (Cth) section 202A | Income Tax Assessment Act 1936 (Cth) section 202D

Reasons for decision: Summary: Part VA contains a system of information reporting based on the use of tax file numbers. Part VA specifies the circumstances in which tax file numbers are to be quoted. Subsection 202D(1) of the ITAA 1936 specifies (in a tabular form) investments to which Part VA applies and Investors and Investment bodies that relate to each investment as follows: | Detailed Reasoning - Investment body: 1 Interest-bearing account with a financial institution The person in whose name the account is held The financial institution 2 Interest-bearing deposit (other than a deposit to the credit of an account) with a financial institution The person in whose name the deposit is made The financial institution 3 Loan of money to a government body or to a body corporate (other than a deposit to the credit of an account referred to in item 1, a deposit to which item 2 applies or a loan made in the ordinary course of the business of providing business or consumer finance by a person who carries on that business) The person in whose name the money is lent The government body or body corporate 4 Deposit of money with a solicitor for the purpose of: The person for whose benefit the money is to be invested or lent The solicitor (a) being invested by the solicitor; or (b) being lent under an agreement to be arranged by or on behalf of the solicitor 5 Units in a unit trust The person in whose name the units are held The manager of the unit trust 6 Shares in a public company The shareholder The company 7 An investment-related betting chance The betting investor The betting investment body Subsection 202D(2) provides as follows: In relation to an investment of a kind mentioned in column 1 of an item in the table in subsection (1): (a) the investor is the person specified in column 2 of the item; and (b) the investment body is the person specified in column 3 of the item. | Detailed Reasoning - Item 6 - Shares in a public company: Item 6 in the table in Subsection 202D(1) specifies that shares in a public company are an investment to which Part VA applies. It is clear from the table that to fall under this provision the investment (the shares) must be in the 'investment body' which must be a 'public company'. Section 202A of the ITAA 1936 provides that a 'public company' has the same meaning as in the Corporations Act 2001 . Under section 9 of the Corporations Act 2001 , a 'public company' is defined as: ... a company other than a proprietary company or a CCIV and: (a) in section 195 and Chapter 2E, includes a body corporate (other than a prescribed body corporate) that: (i) is incorporated in a State or an internal Territory, but not under this Act; and (ii) is included in the official list of a declared financial market; and (b) in Chapter 2E does not include a company that is not required to have "Limited" in its name because of section 150 or 151. It is noted that the term 'public company' under section 9 of the Corporations Act 2001 includes, at paragraph (a) and (b), extended and modified definitions for certain purposes in the Corporations Act 2001 . In turn, a 'company' is defined as being: a company registered under this Act and: (c) in Parts 5.7B and 5.8 (except sections 595 and 596), includes a Part 5.7 body; and (d) in Part 5B.1, includes an unincorporated registrable body. Further, section 45A of the Corporations Act 2001 defines a 'proprietary company' as: (1) A proprietary company is a company that is registered as, or converts to, a proprietary company under this Act. Note 1: A proprietary company can be registered under section 118 or 601BD. A company can convert to a proprietary company under Part 2B.7. Note 2: A proprietary company needs to be limited by shares or be an unlimited company with a share capital (see subsection 112(1)). Note 3: A proprietary company needs to: (a) have no more than 50 shareholders, although employee shareholders and shareholders connected with CSF offers do not count for this purpose; and (b) not do anything to require disclosure to investors under Chapter 6D (except in limited circumstances); A CCIV is a company limited by shares and is a separate legal entity. It must have at least one sub-fund at the time of registration. A CCIV and its sub-funds must be registered. A CCIV is established under Volume 5 Chapter 8B of the Corporations Act 2001 and is: • a type of company limited by shares that is used for funds management • an umbrella vehicle that is made up of one or more CCIV sub-funds • operated by a single corporate director. A 'Part 5.7 body' means: ... (b) a registrable body that is a foreign company and: (i) is registered under Division 2 of Part 5B.2; or (ii) is not registered under that Division but carries on business in Australia; or Division 2 of Part 5B.2 governs the registration of foreign companies carrying on business in Australia. A foreign company registered under this Division becomes a registered foreign company and is treated as a Part 5.7 body. | Detailed Reasoning - Application of Section 9 of the Corporations Act 2001 to Company A: Section 9 of the Corporations Act 2001 defines a 'public company' as a company other than a proprietary company or a CCIV. Accordingly, where an entity is a 'company' and is not a proprietary company or a CCIV, it satisfies the definition of a 'public company for the purposes of section 9 of the Corporations Act 2001 . Based on the relevant facts and circumstances outlined above, Company A: • Has not been registered as a proprietary company under the Corporations Act 2001 and has not converted to a proprietary company. • Is not a CCIV within the meaning of the Corporations Act 2001 . • Was registered as a foreign company in Australia under Division 2 of Part 5B.2 of the Corporations Act 2001 . A foreign company registered under Division 2 of 5B.2 of the Corporations Act 2001 is treated as a registered foreign company and is a Part 5.7 body. Therefore, Company A satisfies the definition of 'public company' in the Corporations Act , as it is not a proprietary company nor a CCIV and it also satisfies the definition of 'company' as it is a Part 5.7 body, being a foreign company that is registered under Division 2 of Part 5B.2 of the Corporations Act. | Detailed Reasoning - Application of Part VA of the ITAA 1936 to Company A: As outlined above, Company A satisfies the definition of a 'public company' in section 9 of the Corporations Act 2001 . Part VA applies to only investments specified in the table in subsection 202D(1). Relevantly, Item 6 identifies 'shares in a public company' as an investment to which Part VA applies. Pursuant to subsection 202D(2), the investor is the shareholder and the investment body is the public company, being Company A. Accordingly, the shares held in Company A constitute a Part VA investment for the purposes of Part VA of the ITAA 1936. | Detailed Reasoning - Conclusion: The shares in Company A are an investment to which Part VA of the ITAA 1936 applies, being shares in a "public company" for the purposes of section 202D of the ITAA 1936 .