Private ruling: ESIC Eligibility
Date of advice: 26 June 2025
Published: 8 September 2025
Ruling period: DD MM YYYY to DD MM YYYY
Date scheme commenced: DD MM YYYY

Ruling: Q1: Does the company meet the criteria of an Early Stage Innovation Company (ESIC) under subsection 360-40(1) of the Income Tax Assessment Act 1997 ('ITAA 1997') for the period DD MM YYYY to DD MM YYYY? | A1: Yes.

Relevant facts and circumstances: The Early Stage Test 1. The company is an Australian proprietary company incorporated in XXX on DD MM YYYY, which is in the last 6 income year before the current year. 2. For the financial year ending DD MM YYYY, the company had assessable income of $yyy. 3. The company had total expenses less than $1 million in each of the last 3 years. 4. The company's equity interests are not listed for quotation in the official list of any stock exchange, either in Australia or a foreign country. Background Facts 5. The company has no wholly or partly owned subsidiaries. The company is not part of an income tax consolidated group. 6. The company is not a foreign company within the meaning of the Corporations Act 2001 (Cth). 7. The 'test time' for determining if the company is a qualifying ESIC, will be upon the issue of qualifying shares on a particular date or dates on or after DD MM YYYY, and on or before DD MM YYYY. 8. The Company is planning to issue shares to investors in the relevant ruling periods. Product Development 9. The company is developing and commercialising its product. 10. The company's product offers the potential to overcome many of the challenges of the company's addressable market. 11. The Company has demonstrated that it has taken tangible steps to identify a gap in the market, to create an innovative product to fill the gap in the market and to commercialise the innovation to generate revenue. 12. The Company is 'genuinely focussed on developing new or significantly improved innovations for commercialisation'. Product Development Stages 13. The undertook serval activities to develop its platform in the relevant year. 14. The Company has developed a plan to validate its technology at scale, enabling commercial production by the year 20ZZ. High Growth Potential 15. The Company demonstrates that its innovation has the potential for high growth within a broad addressable market. Scale up the Business 16. The Company's addressable market includes both the Australian market and overseas markets, therefore, there is potential to successfully scale the business. Although revenue projections are not quantifiable at the moment, if the Company is able to capture a small portion of market share over the next 10 years, revenue would be significant. Broader than Local Market 17. The Company demonstrates that its innovation has the potential for high growth within a broad addressable market, its ultimate addressable market being both Australian and global markets. The Company, therefore, addresses a broader market than just the local market and is not confined to a local city, area or region. The Company's market can clearly be expanded to a broader market in the future. Competitive Advantages 18. The Company has demonstrated the potential for it to have competitive advantage within the market, The company is developing their technology to address a number of discrete markets and is continuing to develop their technology. Information provided 19. You have provided a number of documents containing detailed information in relation to the company's technology, including: • Private Binding Ruling ('PBR') Application, dated DD MM YYYY • Response to further questions provided DD MM YYYY 20. We have referred to the relevant information within these documents in applying the relevant tests to your circumstances.

Relevant legislative provisions: Income Tax Assessment Act 1997 Subdivision 360-A | Income Tax Assessment Act 1997 section 360-15 | Income Tax Assessment Act 1997 section 360-40 | Income Tax Assessment Act 1997 section 360-45 CONCLUSION | The company meets the eligibility criteria of an ESIC under section 360-40 for the period DD MM YYYY to DD MM YYYY or the date when their technology has been fully developed and is ready for client use, whichever occurs earlier. | Other references (non ATO view) | Explanatory Memorandum to the Tax Laws Amendment (Tax Incentives for Innovation) Bill 2016 | Key words | Early Stage Innovation Company | Tax incentives for Early Stage Investors | Early Stage Test | Principles Based Innovation Test