Class Ruling CR 2015/82
Date of effect: 27 April 2015

What this ruling is about: 1. This Ruling sets out the Commissioner's opinion on the way in which the relevant provisions identified below apply to the defined class of entities, who take part in the scheme to which this Ruling relates. Relevant provision(s) 2. The relevant provisions dealt with in this Ruling are: All subsequent legislative references within this Ruling are to the ITAA 1997 unless otherwise indicated. Class of entities 3. The class of entities to which this Ruling applies are the persons who are members of the Jubilee Almonds No. 1-5 Syndicates. Any reference to 'Growers' in this ruling is to be construed as a reference to the members of the Jubilee Almonds No. 1-5 Syndicates. Qualifications 4. This Ruling does not consider if the members of the Jubilee Almonds Syndicates satisfy all of the basic conditions for relief in section 152-10. 5. This Ruling does not consider if the CGT Asset (interest in the trust over land) satisfies all elements of the active asset test in section 152-35. 6. This Ruling does not consider if the members of the Jubilee Almonds Syndicates are connected with each other for the purpose of section 328-125. 7. This Ruling assumes that no Syndicate member, either alone or together with any Syndicate member with which they are affiliated, is connected with the trust. 8. The class of entities defined in this Ruling may rely on its contents provided the scheme actually carried out is carried out in accordance with the scheme described in paragraphs 11 to 36 of this Ruling. 9. If the scheme actually carried out is materially different from the scheme that is described in this Ruling, then:

Class of entities or scheme: 3. The class of entities to which this Ruling applies are the persons who are members of the Jubilee Almonds No. 1-5 Syndicates. Any reference to 'Growers' in this ruling is to be construed as a reference to the members of the Jubilee Almonds No. 1-5 Syndicates. | Qualifications: 4. This Ruling does not consider if the members of the Jubilee Almonds Syndicates satisfy all of the basic conditions for relief in section 152-10. 5. This Ruling does not consider if the CGT Asset (interest in the trust over land) satisfies all elements of the active asset test in section 152-35. 6. This Ruling does not consider if the members of the Jubilee Almonds Syndicates are connected with each other for the purpose of section 328-125. 7. This Ruling assumes that no Syndicate member, either alone or together with any Syndicate member with which they are affiliated, is connected with the trust. 8. The class of entities defined in this Ruling may rely on its contents provided the scheme actually carried out is carried out in accordance with the scheme described in paragraphs 11 to 36 of this Ruling. 9. If the scheme actually carried out is materially different from the scheme that is described in this Ruling, then: 10. This Ruling applies from 27 April 2015 to 30 June 2018. The Ruling continues to apply after 30 June 2018 to all entities within the specified class who entered into the specified scheme during the term of the Ruling. However, this Ruling will not apply to taxpayers to the extent that it conflicts with the terms of a settlement of a dispute agreed to before the date of issue of this Ruling (see paragraphs 75 and 76 of Taxation Ruling TR 2006/10). 11. The following description of the scheme is based on information provided by the applicant. The following documents, or relevant parts of them form part of and are to be read with the description: 12. Jubilee Almonds Pty Ltd (Jubilee Almonds) was incorporated as a proprietary limited company on 9 January 1987. 13. On 28 October 1987, the Acquisition and Development Agreement for the Jubilee Almonds Venture (Development Agreement) was executed between the persons named in schedule 1 of the Agreement (Growers), Jubilee Almonds, and SNPL. 14. The Development Agreement sets out the terms and conditions for the acquisition of the orchards, and does not make provision for the operation and management of the orchards. 15. The key terms of the Acquisition and Development Agreement are: For every hectare that a Syndicate member has a beneficial interest in, they receive 10 shares in Jubilee Almonds Pty Ltd. In total, 4644 shares in Jubilee Almonds have been issued to Syndicate members. 16. Annexure 2 of the Development Agreement shows that the land was subdivided into 60 allotments. Annexure 2 shows the area of the allotments as follows: 17. Jubilee Almonds had the land subdivided into individual titles for each allotment. The titles were issued to Jubilee Almonds but have not been transferred to the Growers. The Certificates of Title for allotment 41 and allotment 46 show that the registered proprietor in fee simple is Jubilee Almonds. 18. The Certificates of Title for allotment 41 and allotment 46 show the area of allotments 34-54 (inclusive) as follows: 19. On 28 October 1987, the Syndicate Agreement for the Jubilee Almonds No. 1 Syndicate was executed by Jubilee Almonds and the persons named and described in the schedule to that agreement (Syndicate Agreement 1). 20. On 28 October 1987, the Syndicate Agreement for the Jubilee Almonds No. 2 Syndicate was executed by Jubilee Almonds and the persons named and described in the schedule to that agreement (Syndicate Agreement 2). 21. On 28 October 1987, the Syndicate Agreement for the Jubilee Almonds No. 3 Syndicate was executed by Jubilee Almonds and the persons named and described in the schedule to that agreement (Syndicate Agreement 3). 22. On 28 October 1987, the Syndicate Agreement for the Jubilee Almonds No. 4 Syndicate was executed by Jubilee Almonds and the persons named and described in the schedule to that agreement (Syndicate Agreement 4). 23. On 28 October 1987, the Syndicate Agreement for the Jubilee Almonds No. 5 Syndicate was executed by Jubilee Almonds and the persons named and described in the schedule to that agreement (Syndicate Agreement 5). 24. The Syndicate Agreements set out the terms and conditions for the management and operation of the allotments by Jubilee Almonds as agent for the Syndicates. 25. Each Syndicate Agreement has identical terms and differs only in respect of the information in the Schedule to the Agreements. 26. The key terms of the Syndicate Agreements are: Under each Syndicate Agreement the members of a Syndicate are jointly entitled to the income from the sale of the crops grown on the orchards they have a beneficial interest in. The amount of income each member is entitled to receive is in proportion to the amount of land their interest bears to the total amount of land of their Syndicate. 27. Collectively the Syndicates will be referred to, in this Ruling, as 'the Syndicates', and the members of each Syndicate will be referred to as 'the Members'. 28. The Development Agreement describes the interests of the Growers named in the schedule to the agreement as follows: 29. The Syndicate Agreements (SA) describe the interests of the Syndicate members named in the schedules to the agreements as follows: 30. In total, 464.4 hectares of orchards are managed and operated by Jubilee Almonds on behalf of the Syndicates. 31. As at December 2014, the interests held by the members of each Syndicate, were as follows: 32. On 5 February 1988 Jubilee Almonds made a declaration of trust over the land it holds as follows: 33. The Annual report for Jubilee Almonds Pty Ltd for the year ended 30 June 2013 provides the following information: 34. The Consolidated Investor Summary of the Jubilee Almonds Project, and the Annual report for Jubilee Almonds Pty Ltd, for the year ended 30 June 2014 provides the following information: 35. A syndicate member does not otherwise receive information with respect to the performance of their Syndicate. 36. Syndicate members are contemplating selling their interests in the almond orchards. The almond orchards cannot be sold without approval of each member of the Syndicates. | Section 152-40 - A Syndicate Member's beneficial interest in the trust over the land will not be an active asset of that member for the purposes of section 152-35: 37. The trust over the land does not cause any of the Syndicate members to be absolutely entitled to any part of the land. Under the terms of the trust, a 'Grower' (a Syndicate member) is given an interest in a number of unspecified undivided parts (for example, 8 of 268 undivided 453 parts). The Syndicate members do not own the land. As such, the land is not the relevant capital gains tax (CGT) asset of the Syndicate members. The relevant CGT asset is the Syndicate member's interest in the trust over the land (interest in the trust). 38. For the purpose of section 152-40, a Syndicate member's interest in the trust will not be an active asset of the member. In addition, subsection 152-40(3) does not apply to the members' interests in the trust. | Section 328-125 - A Syndicate member will not be connected with their Syndicate, unless the requirements of subsection 328-125(2) are satisfied: 39. For the purposes of section 328-125, a Syndicate member will not be connected with their Syndicate unless the Syndicate member (their affiliates, or the member and their affiliates) is entitled to receive at least 40 percent of their Syndicate's distribution of income whether directly or through a nominee (subsection 328-125(2)). | Section 328-125 - the Syndicates are not connected: 40. For the purposes of section 328-125, a Syndicate will not be connected with another Syndicate. Commissioner of Taxation 28 October 2015 41. Division 152 provides various concessions to small business to reduce their capital gains. To be entitled to the concessions, an entity must satisfy the basic conditions for relief in subsection 152-10(1): 42. This class ruling only considers whether the beneficial interests in the trust over the land (the CGT asset) are 'active assets' of the Syndicate members, and does not consider whether the CGT asset satisfies the 'active asset' test under paragraph 152-10(1)(d). 43. The ruling also considers whether Syndicate members are 'connected with' their Syndicate under section 328-125, but does not consider whether Syndicate members are connected with each other or other entities. The concept of 'connected with' is relevant to determining whether the requirements in paragraphs 152-10(1)(c) and 152-10(1)(d) are satisfied. 44. This ruling does not consider whether paragraphs (a), (b) and (c) of subsection 152-10(1) are satisfied by Syndicate members. 45. Further it does not consider whether the Syndicate members satisfy the additional basic condition for an interest in a trust under subsection 152-10(2). Subsection 152-10(2) provides that if the CGT Asset is an interest in a trust, the taxpayer must be a CGT Concession Stakeholder in the trust. A CGT Concession Stakeholder in a trust is an individual who is entitled to receive at least 20% of any distribution of income or capital that the trustee may make to which the individual would be beneficially entitled (subsections 152-60, 152-55, 152-65, and 152-70). [1] 46. Any decision on the application of paragraphs 152-10(1)(a), (b), (c) and (d) and subsection 152-10(2) to a Syndicate member will require consideration of the individual circumstances of the Syndicate member, and is outside the scope of this ruling. | Whether the growers are absolutely entitled to the land held on trust?: 47. The instrument of trust provides the land is held on trust absolutely for SNPL and the Growers in the proportions of 185 of the 453 undivided parts for SNPL and 268 of the 453 undivided parts for the Growers named in the schedule to the trust in the proportions specified in the schedule. 48. Subsection 106-50(1) states that: 49. Subsection 106-50(2) states that once you are absolutely entitled to a CGT asset as against the trustee any act done by the trustee in relation to the asset is as if you had done it. 50. The Commissioners view on the meaning of 'absolutely entitled', in the context of the CGT provisions, is stated in Draft Taxation Ruling TR 2004/D25, which relevantly provides the following: 51. The terms of the trust create a trust over 'the land', and give SNPL and each of the Growers in the schedule thereto an interest in the 453 undivided parts of the land. The trust does not identify the size of a part (although there are 464.4 hectares of orchards and 453 parts; 1.0252 hectares per part), and does not identify which of the 453 undivided parts are held for each Grower or SNPL. 52. The Schedule/Annexures to the Development Agreement and the Schedule to each of the Syndicate Agreements do state the area of land to be developed by a Grower/member (in hectares), and provides a draft of the allotments to be allocated to a Grower/member. However, the land interests stated in the Development Agreement and Syndicate Agreements do not correspond with the fractional undivided interests specified in the executed trust deed nor does either correspond with the area of the eventual subdivided allotments, despite the trust being executed subsequent to the Agreements being entered. 53. The interests of some Growers have been assigned to other Growers (either existing or new), which have changed the interests in the land of the trust. When an interest is assigned by a Grower, the interest in the land is identified as an amount of hectares (not parts or allotments), and does not identify which hectares. There has been no change to the trust to reflect the changes of Growers interests. Analysis of Core Principle & the Rule in Saunders v. Vautier [2] 54. The terms of the trust clearly provide that the trust property is the land in 453 undivided parts. There is one subject of trust (being the land), and the beneficiaries of the trust are given an interest in unspecified undivided parts of that land. No Grower has a vested and indefeasible interest in an entire trust asset (a particular parcel of land). Further, although the trust describes the land in terms of '453 undivided parts', the actual allotments do not correspond in area with any particular Grower's share of the 453 undivided parts. 55. Therefore, on the terms of the trust, no Grower may terminate the trust over a particular allotment by directing the trustee to transfer that allotment to them or transfer it at their direction. The trustee might choose to satisfy the Grower's interest by conveying an allotment of land but that is entirely at the volition of the trustee in terms of their equitable duties under the trust deed. No Grower can compel the trustee to act in this way. 56. Further, were the trustee to convey a particular allotment to a particular grower ostensibly in satisfaction of the grower's equitable interest, the grower would either be advantaged or disadvantaged under the trust and relative to the other growers. That is, the trustee would not be discharging their equitable duties in accordance with the trust deed. 57. A disadvantaged grower would then have standing in an action in equity to restrain the trustee from acting in that way. That is either the trustee, or any disadvantaged Grower could legitimately resist a Grower's call for their beneficial interest to be satisfied by conveying a particular allotment. 58. Further, under the terms of each Syndicate Agreement, the trustee might reasonably refuse to satisfy a Grower's equitable interest were the Grower, for example, delinquent in making their contributions under the Syndicate Agreement. 59. For each of these reasons, no Grower has absolute entitlement over any particular trust property as a matter of core principle. 60. As stated at paragraph 94 of TR 2004/D25, the Commissioner's view is that 'land would rarely be fungible because each parcel of land is unique.' 61. On the current facts, each allotment is a different size, and so no particular allotment can be said to match the same description as another allotment. 62. In any event, the question of whether trust property is fungible is only enlivened if 'the beneficiary is entitled against the trustee to have their interest in those assets satisfied by a distribution or allocation in their favour of a specific number of them' (paragraph 24 of TR 2004/D25). For the reasons already explained, the terms of the executed trust deed do not enable a Grower to compel the trustee to satisfy their interest in this way. Rather, the Grower has an undivided fractional interest in the entire of the trust property and any decision of the trustee as to how that interest might be satisfied is at the volition of the trustee. 63. For all of these reasons the Grower cannot be said to be absolutely entitled to any particular asset of the trust. | Whether the relevant CGT Asset of the Growers is an active asset?: 64. Subsection 152-40(1) provides that a CGT asset is an active asset if, at the relevant time: 65. As the Growers are not absolutely entitled to the land as against the trustee (Jubilee Almonds), the Growers are not deemed to own the trust asset for the purposes of section 152-40. As such, subsection 152-40(1) will not be satisfied by any particular Grower in respect of the land. 66. The relevant CGT asset of the Growers is an interest in a trust. Subsections 152-40(3), (4) and (5) apply to determine if an interest in a trust is an active asset. 67. Subsection 152-40(3) provides that a CGT asset is also an active asset at a given time if, at that time, you own it and: 68. Certain other rules are contained in subsections 152-40(3A) and 152-40(3B) and certain exceptions are contained in subsections 152-40(4), 152-40(4A) and 152-40(5); should subsection 152-40(3) be otherwise satisfied. | Subparagraph 152-40(1)(a)(i) - is Jubilee Almonds carrying on the almond growing business of each syndicate as trustee?: 69. Jubilee Almonds, as trustee of the trust over the land, holds legal title to the land and is the owner of the land. Whether the land (trust asset) is an active asset of the trust requires consideration of subsection 152-40(1). Subsection 152-40(1) provides that a CGT asset is an active asset if, at the relevant time, the asset is owned by you and it is used by you (your affiliate or another entity connected with you) in the course of you carrying on a business (whether alone or in partnership). 70. Under the scheme, the ongoing operation and management of the almond production business is set out in the Syndicate Agreements. Under the Syndicate Agreements, the members agreed to engage Jubilee Almonds to manage and operate the land as almond orchards. The ongoing functions of Jubilee Almonds include the harvesting and sale of the almond crop. The principal responsibility of each member under the Syndicate Agreements is to provide the funds to enable Jubilee Almonds to carry out its functions. Each Member is entitled to a share of the proceeds of the almond crop. It is expressly stated in the Syndicate Agreements that the capacity in which Jubilee Almonds undertakes these tasks and manages the orchards is as each Syndicate's agent. In accordance with fundamental Agency doctrine, Jubilee Almonds (as agent) is therefore acting for each of the Syndicates (as principals). Jubilee Almonds is not acting in its own capacity or in a trustee capacity in managing the orchards. These are each mutually exclusive in law to an agent acting for their principal. 71. It was also the case that at the time the Syndicate Agreements were executed, Jubilee Almonds did not have any capacity as trustee and therefore must have executed the Syndicate Agreements in its own capacity. The parties to the Syndicate Agreements were Jubilee Almonds and the persons named and described in the schedule (the members). The Syndicate Agreements were executed on 28 October 1987. The declaration of trust over the land was not executed until 5 February 1988. 72. For each of these reasons, Jubilee Almonds is not carrying on the almond production business as a trustee. | Subparagraphs 152-40(1)(a)(ii) & 152-40(1)(a)(iii) - whether the almond growing business is carried on by an affiliate of the trust or an entity connected with the trust?: 73. Although Jubilee Almonds in its capacity as trustee of the trust is not carrying on the business, it is necessary to consider whether the business is being carried on by an affiliate of the trust, or an entity connected with the trust to determine if the land is an active asset of the trust. 74. Clauses 1.3 of the Syndicate Agreements states that 'members have agreed to associate as members of a syndicate and to appoint Jubilee Almonds as the manager of their syndicate operations'. Clause 4.1of the Syndicate Agreements also states that 'members hereby appoint Jubilee Almonds manager of the syndicate's operations with authority to undertake the total operational and management function of the members' orchards'. 75. Under the terms of the Syndicate Agreements, Jubilee Almonds is engaged to operate and manage the business for the Syndicates as agent. It is the Syndicates that are carrying on the business of almond production. 76. As such, for the land to be an active asset of the trust the Syndicates must be either connected with the trust over the land or an affiliate of the trust over the land. [3] | Subparagraph 152-40(1)(a)(iii) - are the syndicates connected with the trust?: 77. The Syndicates will be connected with the trust over land if either entity controls the other entity as described in section 328-125. 78. Subsection 328-125(2) states: 79. Under subparagraph 328-125(2)(a)(ii), the trust will only be connected with a Syndicate if it has the right to receive at least 40% of the net income of the Syndicate. Under the terms of the Syndicate Agreements only the members are entitled to income. As the trust is not a member of a Syndicate it is not entitled to the income derived from the sale of the almond crops meaning the trust does not have the right to receive at least 40% of the partnership income. [4] The trust is therefore not connected with the Syndicates. 80. Further, a Syndicate will only be connected with the trust if a Syndicate has a right to income or capital of the trust that is at least 40%. On the facts, no syndicate can have that requisite interest. | Subparagraph 152-40(1)(a)(ii) - are the syndicates affiliates of the trust?: 81. Section 328-130 states: 82. To be an affiliate an entity must either be an individual or a company. Each of the Syndicates is considered to be partnership of its members (see paragraph 91 of this Ruling). As the Syndicates are not individuals or companies, they cannot be affiliates of the trust over the land. | Subparagraph 152-40(1)(a)(ii) - is Jubilee Almonds in its own capacity capable of being an affiliate of itself in its trustee capacity?: 83. The activity of Jubilee Almonds in acting as agent for the Syndicates (even if this were a business) is undertaken by Jubilee Almonds in its own capacity and not as trustee of the trust over the land. It is the Commissioner's view that the affiliate relationship does not include a relationship between a controller of an entity and the entity itself. The relationship in these situations is dictated by obligations imposed by law, formal agreements and fiduciary obligations. Accordingly, companies, trusts and partnerships are not affiliates (and vice versa) of the officers, persons and entities that are related to the company, trust or partnership in various capacities. [5] | Summary - no active asset under subsection 152-40(1): 84. For each of the reasons explained from paragraph 77 to paragraph 83 of this Ruling, and with the assumption in paragraph 7 of this Ruling, no entity is connected with the trust over land, and no Syndicate is an affiliate of the trust over land, in the sense required by subsection 152-40(1). It then follows that the land is not an active asset of the trust. | Subsection 152-40(3) - are the growers interests in the trust an active asset)?: 85. As the land is the only asset of the trust, the market value of the active assets of the trust (which is nil) will not be at least 80% of the market value of all assets of the trust. A Grower's interest in the trust will therefore not be covered by subsection 152-40(3). 86. As a Grower's interest in the trust will not be covered by subsection 152-40(3) the Grower's interest in the trust cannot be an active asset of the Grower for the purposes of section 152-40. | A Syndicate member will not be connected with their Syndicate, unless the requirements of subsection 328-125(2) are satisfied: 87. Subsection 328-125(1) provides that an entity is connected with another entity if: 88. Each member of a Syndicate is an entity and in order for this subsection to apply it is necessary to determine if the Syndicates are entities. 89. An entity is defined under subsection 960-100(1) as meaning any of the following: 90. However under subsection 960-100(1A), paragraph 960-100(1)(e) does not include a 'non-entity joint venture'. 91. It is therefore necessary to determine if each Syndicate is either a 'partnership' (the most relevant entity type) or a 'non-entity joint venture'. 92. 'Partnership' is defined by section 995-1 to mean: 93. 'Non-entity joint venture' is defined by section 995-1 to mean: 94. Under each Syndicate Agreement the crops of each Syndicate are held by Jubilee Almonds for grouped sale. The members of a Syndicate are jointly entitled to the income from the sale of the crops grown on the orchards. 95. The Syndicate Agreements have the effect that the amount of income each member is entitled to receive is in proportion to the amount their equitable interest in the orchards bears to the entirety of the orchard. Therefore a Syndicate member's income from the activity is not dependent upon the actual yield of any particular lot of land which might correspond to their equitable interest, but rather the collective profits of all members of their Syndicate. 96. The arrangement amounts to more than a 'non-entity joint venture'; the terms of the Syndicate Agreements show that the members of each Syndicate associated with an intent to carry on business in common and share collective profits rather than an intent to share output. Each Syndicate is a partnership for the purposes of section 995-1. 97. As a partnership, each Syndicate is an entity for the purposes of section 328-125. 98. Subsection 328-125(2) states: 99. Section 328-130 states: 100. Further the example in subsection 328-130(2) states: 101. As a result, the members of a Syndicate will not be affiliates of other members of the same Syndicate by virtue of their relationship as partners in a partnership. 102. For a member of a Syndicate to be connected with their Syndicate, the member, their affiliates, or the member and their affiliates must be entitled to receive at least 40% of the partnership income of their Syndicate (that is, the share of the net proceeds of the almond sale for distribution in their Syndicate). 103. Of the 464.4 hectares of land managed by Jubilee Almonds, 89.9 hectares is managed for members of Syndicate 1, 95.2 hectares is managed for members of Syndicate 2, 91.1 hectares is managed for members of Syndicate 3, 102.8 hectares is managed for members of Syndicate 4, and 85.4 hectares is managed for members of Syndicate 5. As such, the partnership income of Syndicate 1 will be 89.9/464.4 of the net proceeds of the almond sale, the partnership income of Syndicate 2 will be 95.2/464.4 of the net proceeds of the almond sale, and so on. 104. Where a Syndicate member (their affiliates, or the member and their affiliates) is entitled to receive at least 40 percent of their Syndicate's income, the Syndicate member will be connected with their Syndicate. Otherwise, the members of each of the Syndicates will not be connected with their Syndicate (subsection 328-130(2)). At December 2014, only 1 Syndicate member will have an entitlement of 40% or more to the net income of their Syndicate (Syndicate 1). Notwithstanding that certain members of a Syndicate may be connected with other members of their Syndicate (which may cause the member to be entitled to 40% or more of Syndicate income), all other members of each Syndicate are not connected with their Syndicate. | The Syndicates are not connected: 105. As discussed earlier, an entity is connected with another entity for the purposes of section 328-125 if the entity controls the other entity, or both entities are controlled by the same third entity. 106. An entity controls another entity if the entity (its affiliates, or the entity and its affiliates together) owns, or has the right to acquire the ownership of, interests in the other entity that carry between them the right to receive a percentage that is at least 40% of: 107. Under section 328-130 affiliates only include an individual or a company and therefore the Syndicates, being partnerships, are not affiliates of each other. 108. Under subparagraph 328-125(2)(a)(ii), a Syndicate will only be connected with another Syndicate if it has the right to receive at least 40% of the net income of the other Syndicate. Under the terms of the Syndicate Agreements only the members, are entitled to income. Since a Syndicate cannot own the orchards, it cannot, by itself, be entitled to the income derived from the sale of the almond crops meaning a Syndicate by itself will never have the right to receive at least 40% of the income for distribution of another Syndicate. As such, a Syndicate will not be connected with the other Syndicates unless its affiliates, if any, carry the requisite control percentage (at least 40%). 109. As discussed earlier, under section 328-130 an individual or a company is an affiliate of yours if the individual or company acts, or could reasonably be expected to act, in accordance with your directions or wishes, or in concert with you, in relation to the affairs of the business of the individual or company. An individual or company will not be your affiliate merely because of the nature of the business relationship you and the individual or company share. Whether an entity is an affiliate of another entity is a question of fact. 110. There is no evidence that the individuals or companies that hold interests in the income of a Syndicate, could reasonably be expected to act, in accordance with their Syndicate's directions or wishes, or in concert with their Syndicate, in relation to the affairs of the business of the individual or company. The members of a Syndicate will not be affiliates of their Syndicate. 111. The Syndicates will therefore not be connected with each other for the purposes of section 328-125. 112. The following is a detailed contents list for this Ruling: © AUSTRALIAN TAXATION OFFICE FOR THE COMMONWEALTH OF AUSTRALIA You are free to copy, adapt, modify, transmit and distribute this material as you wish (but not in any way that suggests the ATO or the Commonwealth endorses you or any of your services or products). Not previously issued as a draft

Ruling: Section 152-40 - A Syndicate Member's beneficial interest in the trust over the land will not be an active asset of that member for the purposes of section 152-35: 37. The trust over the land does not cause any of the Syndicate members to be absolutely entitled to any part of the land. Under the terms of the trust, a 'Grower' (a Syndicate member) is given an interest in a number of unspecified undivided parts (for example, 8 of 268 undivided 453 parts). The Syndicate members do not own the land. As such, the land is not the relevant capital gains tax (CGT) asset of the Syndicate members. The relevant CGT asset is the Syndicate member's interest in the trust over the land (interest in the trust). 38. For the purpose of section 152-40, a Syndicate member's interest in the trust will not be an active asset of the member. In addition, subsection 152-40(3) does not apply to the members' interests in the trust. | Section 328-125 - A Syndicate member will not be connected with their Syndicate, unless the requirements of subsection 328-125(2) are satisfied: 39. For the purposes of section 328-125, a Syndicate member will not be connected with their Syndicate unless the Syndicate member (their affiliates, or the member and their affiliates) is entitled to receive at least 40 percent of their Syndicate's distribution of income whether directly or through a nominee (subsection 328-125(2)). | Section 328-125 - the Syndicates are not connected: 40. For the purposes of section 328-125, a Syndicate will not be connected with another Syndicate. Commissioner of Taxation 28 October 2015


Appendix: 41. Division 152 provides various concessions to small business to reduce their capital gains. To be entitled to the concessions, an entity must satisfy the basic conditions for relief in subsection 152-10(1): 42. This class ruling only considers whether the beneficial interests in the trust over the land (the CGT asset) are 'active assets' of the Syndicate members, and does not consider whether the CGT asset satisfies the 'active asset' test under paragraph 152-10(1)(d). 43. The ruling also considers whether Syndicate members are 'connected with' their Syndicate under section 328-125, but does not consider whether Syndicate members are connected with each other or other entities. The concept of 'connected with' is relevant to determining whether the requirements in paragraphs 152-10(1)(c) and 152-10(1)(d) are satisfied. 44. This ruling does not consider whether paragraphs (a), (b) and (c) of subsection 152-10(1) are satisfied by Syndicate members. 45. Further it does not consider whether the Syndicate members satisfy the additional basic condition for an interest in a trust under subsection 152-10(2). Subsection 152-10(2) provides that if the CGT Asset is an interest in a trust, the taxpayer must be a CGT Concession Stakeholder in the trust. A CGT Concession Stakeholder in a trust is an individual who is entitled to receive at least 20% of any distribution of income or capital that the trustee may make to which the individual would be beneficially entitled (subsections 152-60, 152-55, 152-65, and 152-70). [1] 46. Any decision on the application of paragraphs 152-10(1)(a), (b), (c) and (d) and subsection 152-10(2) to a Syndicate member will require consideration of the individual circumstances of the Syndicate member, and is outside the scope of this ruling. | Whether the growers are absolutely entitled to the land held on trust?: 47. The instrument of trust provides the land is held on trust absolutely for SNPL and the Growers in the proportions of 185 of the 453 undivided parts for SNPL and 268 of the 453 undivided parts for the Growers named in the schedule to the trust in the proportions specified in the schedule. 48. Subsection 106-50(1) states that: 49. Subsection 106-50(2) states that once you are absolutely entitled to a CGT asset as against the trustee any act done by the trustee in relation to the asset is as if you had done it. 50. The Commissioners view on the meaning of 'absolutely entitled', in the context of the CGT provisions, is stated in Draft Taxation Ruling TR 2004/D25, which relevantly provides the following: 51. The terms of the trust create a trust over 'the land', and give SNPL and each of the Growers in the schedule thereto an interest in the 453 undivided parts of the land. The trust does not identify the size of a part (although there are 464.4 hectares of orchards and 453 parts; 1.0252 hectares per part), and does not identify which of the 453 undivided parts are held for each Grower or SNPL. 52. The Schedule/Annexures to the Development Agreement and the Schedule to each of the Syndicate Agreements do state the area of land to be developed by a Grower/member (in hectares), and provides a draft of the allotments to be allocated to a Grower/member. However, the land interests stated in the Development Agreement and Syndicate Agreements do not correspond with the fractional undivided interests specified in the executed trust deed nor does either correspond with the area of the eventual subdivided allotments, despite the trust being executed subsequent to the Agreements being entered. 53. The interests of some Growers have been assigned to other Growers (either existing or new), which have changed the interests in the land of the trust. When an interest is assigned by a Grower, the interest in the land is identified as an amount of hectares (not parts or allotments), and does not identify which hectares. There has been no change to the trust to reflect the changes of Growers interests. Analysis of Core Principle & the Rule in Saunders v. Vautier [2] 54. The terms of the trust clearly provide that the trust property is the land in 453 undivided parts. There is one subject of trust (being the land), and the beneficiaries of the trust are given an interest in unspecified undivided parts of that land. No Grower has a vested and indefeasible interest in an entire trust asset (a particular parcel of land). Further, although the trust describes the land in terms of '453 undivided parts', the actual allotments do not correspond in area with any particular Grower's share of the 453 undivided parts. 55. Therefore, on the terms of the trust, no Grower may terminate the trust over a particular allotment by directing the trustee to transfer that allotment to them or transfer it at their direction. The trustee might choose to satisfy the Grower's interest by conveying an allotment of land but that is entirely at the volition of the trustee in terms of their equitable duties under the trust deed. No Grower can compel the trustee to act in this way. 56. Further, were the trustee to convey a particular allotment to a particular grower ostensibly in satisfaction of the grower's equitable interest, the grower would either be advantaged or disadvantaged under the trust and relative to the other growers. That is, the trustee would not be discharging their equitable duties in accordance with the trust deed. 57. A disadvantaged grower would then have standing in an action in equity to restrain the trustee from acting in that way. That is either the trustee, or any disadvantaged Grower could legitimately resist a Grower's call for their beneficial interest to be satisfied by conveying a particular allotment. 58. Further, under the terms of each Syndicate Agreement, the trustee might reasonably refuse to satisfy a Grower's equitable interest were the Grower, for example, delinquent in making their contributions under the Syndicate Agreement. 59. For each of these reasons, no Grower has absolute entitlement over any particular trust property as a matter of core principle. 60. As stated at paragraph 94 of TR 2004/D25, the Commissioner's view is that 'land would rarely be fungible because each parcel of land is unique.' 61. On the current facts, each allotment is a different size, and so no particular allotment can be said to match the same description as another allotment. 62. In any event, the question of whether trust property is fungible is only enlivened if 'the beneficiary is entitled against the trustee to have their interest in those assets satisfied by a distribution or allocation in their favour of a specific number of them' (paragraph 24 of TR 2004/D25). For the reasons already explained, the terms of the executed trust deed do not enable a Grower to compel the trustee to satisfy their interest in this way. Rather, the Grower has an undivided fractional interest in the entire of the trust property and any decision of the trustee as to how that interest might be satisfied is at the volition of the trustee. 63. For all of these reasons the Grower cannot be said to be absolutely entitled to any particular asset of the trust. | Whether the relevant CGT Asset of the Growers is an active asset?: 64. Subsection 152-40(1) provides that a CGT asset is an active asset if, at the relevant time: 65. As the Growers are not absolutely entitled to the land as against the trustee (Jubilee Almonds), the Growers are not deemed to own the trust asset for the purposes of section 152-40. As such, subsection 152-40(1) will not be satisfied by any particular Grower in respect of the land. 66. The relevant CGT asset of the Growers is an interest in a trust. Subsections 152-40(3), (4) and (5) apply to determine if an interest in a trust is an active asset. 67. Subsection 152-40(3) provides that a CGT asset is also an active asset at a given time if, at that time, you own it and: 68. Certain other rules are contained in subsections 152-40(3A) and 152-40(3B) and certain exceptions are contained in subsections 152-40(4), 152-40(4A) and 152-40(5); should subsection 152-40(3) be otherwise satisfied. | Subparagraph 152-40(1)(a)(i) - is Jubilee Almonds carrying on the almond growing business of each syndicate as trustee?: 69. Jubilee Almonds, as trustee of the trust over the land, holds legal title to the land and is the owner of the land. Whether the land (trust asset) is an active asset of the trust requires consideration of subsection 152-40(1). Subsection 152-40(1) provides that a CGT asset is an active asset if, at the relevant time, the asset is owned by you and it is used by you (your affiliate or another entity connected with you) in the course of you carrying on a business (whether alone or in partnership). 70. Under the scheme, the ongoing operation and management of the almond production business is set out in the Syndicate Agreements. Under the Syndicate Agreements, the members agreed to engage Jubilee Almonds to manage and operate the land as almond orchards. The ongoing functions of Jubilee Almonds include the harvesting and sale of the almond crop. The principal responsibility of each member under the Syndicate Agreements is to provide the funds to enable Jubilee Almonds to carry out its functions. Each Member is entitled to a share of the proceeds of the almond crop. It is expressly stated in the Syndicate Agreements that the capacity in which Jubilee Almonds undertakes these tasks and manages the orchards is as each Syndicate's agent. In accordance with fundamental Agency doctrine, Jubilee Almonds (as agent) is therefore acting for each of the Syndicates (as principals). Jubilee Almonds is not acting in its own capacity or in a trustee capacity in managing the orchards. These are each mutually exclusive in law to an agent acting for their principal. 71. It was also the case that at the time the Syndicate Agreements were executed, Jubilee Almonds did not have any capacity as trustee and therefore must have executed the Syndicate Agreements in its own capacity. The parties to the Syndicate Agreements were Jubilee Almonds and the persons named and described in the schedule (the members). The Syndicate Agreements were executed on 28 October 1987. The declaration of trust over the land was not executed until 5 February 1988. 72. For each of these reasons, Jubilee Almonds is not carrying on the almond production business as a trustee. | Subparagraphs 152-40(1)(a)(ii) & 152-40(1)(a)(iii) - whether the almond growing business is carried on by an affiliate of the trust or an entity connected with the trust?: 73. Although Jubilee Almonds in its capacity as trustee of the trust is not carrying on the business, it is necessary to consider whether the business is being carried on by an affiliate of the trust, or an entity connected with the trust to determine if the land is an active asset of the trust. 74. Clauses 1.3 of the Syndicate Agreements states that 'members have agreed to associate as members of a syndicate and to appoint Jubilee Almonds as the manager of their syndicate operations'. Clause 4.1of the Syndicate Agreements also states that 'members hereby appoint Jubilee Almonds manager of the syndicate's operations with authority to undertake the total operational and management function of the members' orchards'. 75. Under the terms of the Syndicate Agreements, Jubilee Almonds is engaged to operate and manage the business for the Syndicates as agent. It is the Syndicates that are carrying on the business of almond production. 76. As such, for the land to be an active asset of the trust the Syndicates must be either connected with the trust over the land or an affiliate of the trust over the land. [3] | Subparagraph 152-40(1)(a)(iii) - are the syndicates connected with the trust?: 77. The Syndicates will be connected with the trust over land if either entity controls the other entity as described in section 328-125. 78. Subsection 328-125(2) states: 79. Under subparagraph 328-125(2)(a)(ii), the trust will only be connected with a Syndicate if it has the right to receive at least 40% of the net income of the Syndicate. Under the terms of the Syndicate Agreements only the members are entitled to income. As the trust is not a member of a Syndicate it is not entitled to the income derived from the sale of the almond crops meaning the trust does not have the right to receive at least 40% of the partnership income. [4] The trust is therefore not connected with the Syndicates. 80. Further, a Syndicate will only be connected with the trust if a Syndicate has a right to income or capital of the trust that is at least 40%. On the facts, no syndicate can have that requisite interest. | Subparagraph 152-40(1)(a)(ii) - are the syndicates affiliates of the trust?: 81. Section 328-130 states: 82. To be an affiliate an entity must either be an individual or a company. Each of the Syndicates is considered to be partnership of its members (see paragraph 91 of this Ruling). As the Syndicates are not individuals or companies, they cannot be affiliates of the trust over the land. | Subparagraph 152-40(1)(a)(ii) - is Jubilee Almonds in its own capacity capable of being an affiliate of itself in its trustee capacity?: 83. The activity of Jubilee Almonds in acting as agent for the Syndicates (even if this were a business) is undertaken by Jubilee Almonds in its own capacity and not as trustee of the trust over the land. It is the Commissioner's view that the affiliate relationship does not include a relationship between a controller of an entity and the entity itself. The relationship in these situations is dictated by obligations imposed by law, formal agreements and fiduciary obligations. Accordingly, companies, trusts and partnerships are not affiliates (and vice versa) of the officers, persons and entities that are related to the company, trust or partnership in various capacities. [5] | Summary - no active asset under subsection 152-40(1): 84. For each of the reasons explained from paragraph 77 to paragraph 83 of this Ruling, and with the assumption in paragraph 7 of this Ruling, no entity is connected with the trust over land, and no Syndicate is an affiliate of the trust over land, in the sense required by subsection 152-40(1). It then follows that the land is not an active asset of the trust. | Subsection 152-40(3) - are the growers interests in the trust an active asset)?: 85. As the land is the only asset of the trust, the market value of the active assets of the trust (which is nil) will not be at least 80% of the market value of all assets of the trust. A Grower's interest in the trust will therefore not be covered by subsection 152-40(3). 86. As a Grower's interest in the trust will not be covered by subsection 152-40(3) the Grower's interest in the trust cannot be an active asset of the Grower for the purposes of section 152-40. | A Syndicate member will not be connected with their Syndicate, unless the requirements of subsection 328-125(2) are satisfied: 87. Subsection 328-125(1) provides that an entity is connected with another entity if: 88. Each member of a Syndicate is an entity and in order for this subsection to apply it is necessary to determine if the Syndicates are entities. 89. An entity is defined under subsection 960-100(1) as meaning any of the following: 90. However under subsection 960-100(1A), paragraph 960-100(1)(e) does not include a 'non-entity joint venture'. 91. It is therefore necessary to determine if each Syndicate is either a 'partnership' (the most relevant entity type) or a 'non-entity joint venture'. 92. 'Partnership' is defined by section 995-1 to mean: 93. 'Non-entity joint venture' is defined by section 995-1 to mean: 94. Under each Syndicate Agreement the crops of each Syndicate are held by Jubilee Almonds for grouped sale. The members of a Syndicate are jointly entitled to the income from the sale of the crops grown on the orchards. 95. The Syndicate Agreements have the effect that the amount of income each member is entitled to receive is in proportion to the amount their equitable interest in the orchards bears to the entirety of the orchard. Therefore a Syndicate member's income from the activity is not dependent upon the actual yield of any particular lot of land which might correspond to their equitable interest, but rather the collective profits of all members of their Syndicate. 96. The arrangement amounts to more than a 'non-entity joint venture'; the terms of the Syndicate Agreements show that the members of each Syndicate associated with an intent to carry on business in common and share collective profits rather than an intent to share output. Each Syndicate is a partnership for the purposes of section 995-1. 97. As a partnership, each Syndicate is an entity for the purposes of section 328-125. 98. Subsection 328-125(2) states: 99. Section 328-130 states: 100. Further the example in subsection 328-130(2) states: 101. As a result, the members of a Syndicate will not be affiliates of other members of the same Syndicate by virtue of their relationship as partners in a partnership. 102. For a member of a Syndicate to be connected with their Syndicate, the member, their affiliates, or the member and their affiliates must be entitled to receive at least 40% of the partnership income of their Syndicate (that is, the share of the net proceeds of the almond sale for distribution in their Syndicate). 103. Of the 464.4 hectares of land managed by Jubilee Almonds, 89.9 hectares is managed for members of Syndicate 1, 95.2 hectares is managed for members of Syndicate 2, 91.1 hectares is managed for members of Syndicate 3, 102.8 hectares is managed for members of Syndicate 4, and 85.4 hectares is managed for members of Syndicate 5. As such, the partnership income of Syndicate 1 will be 89.9/464.4 of the net proceeds of the almond sale, the partnership income of Syndicate 2 will be 95.2/464.4 of the net proceeds of the almond sale, and so on. 104. Where a Syndicate member (their affiliates, or the member and their affiliates) is entitled to receive at least 40 percent of their Syndicate's income, the Syndicate member will be connected with their Syndicate. Otherwise, the members of each of the Syndicates will not be connected with their Syndicate (subsection 328-130(2)). At December 2014, only 1 Syndicate member will have an entitlement of 40% or more to the net income of their Syndicate (Syndicate 1). Notwithstanding that certain members of a Syndicate may be connected with other members of their Syndicate (which may cause the member to be entitled to 40% or more of Syndicate income), all other members of each Syndicate are not connected with their Syndicate. | The Syndicates are not connected: 105. As discussed earlier, an entity is connected with another entity for the purposes of section 328-125 if the entity controls the other entity, or both entities are controlled by the same third entity. 106. An entity controls another entity if the entity (its affiliates, or the entity and its affiliates together) owns, or has the right to acquire the ownership of, interests in the other entity that carry between them the right to receive a percentage that is at least 40% of: 107. Under section 328-130 affiliates only include an individual or a company and therefore the Syndicates, being partnerships, are not affiliates of each other. 108. Under subparagraph 328-125(2)(a)(ii), a Syndicate will only be connected with another Syndicate if it has the right to receive at least 40% of the net income of the other Syndicate. Under the terms of the Syndicate Agreements only the members, are entitled to income. Since a Syndicate cannot own the orchards, it cannot, by itself, be entitled to the income derived from the sale of the almond crops meaning a Syndicate by itself will never have the right to receive at least 40% of the income for distribution of another Syndicate. As such, a Syndicate will not be connected with the other Syndicates unless its affiliates, if any, carry the requisite control percentage (at least 40%). 109. As discussed earlier, under section 328-130 an individual or a company is an affiliate of yours if the individual or company acts, or could reasonably be expected to act, in accordance with your directions or wishes, or in concert with you, in relation to the affairs of the business of the individual or company. An individual or company will not be your affiliate merely because of the nature of the business relationship you and the individual or company share. Whether an entity is an affiliate of another entity is a question of fact. 110. There is no evidence that the individuals or companies that hold interests in the income of a Syndicate, could reasonably be expected to act, in accordance with their Syndicate's directions or wishes, or in concert with their Syndicate, in relation to the affairs of the business of the individual or company. The members of a Syndicate will not be affiliates of their Syndicate. 111. The Syndicates will therefore not be connected with each other for the purposes of section 328-125.


What this Ruling is about | NOT LEGALLY BINDING SECTION: | A public ruling is an expression of the Commissioner's opinion about the way in which a relevant provision applies, or would apply, to entities generally or to a class of entities in relation to a particular scheme or a class of schemes. | If you rely on this ruling, the Commissioner must apply the law to you in the way set out in the ruling (unless the Commissioner is satisfied that the ruling is incorrect and disadvantages you, in which case the law may be applied to you in a way that is more favourable for you - provided the Commissioner is not prevented from doing so by a time limit imposed by the law). You will be protected from having to pay any underpaid tax, penalty or interest in respect of the matters covered by this ruling if it turns out that it does not correctly state how the relevant provision applies to you. | 4, 5, 6, 7, 8, 9, 13, 14, 15, 16, 17, 18, 19, 20, 21, 25, 26, 27, 28, 29, 30, 34, 35, 36, 37, 38, 39, 40, 41, 42, 46, 47, 48, 49, 50, 51, 52, 53, 54, 57, 58, 59 | 10, 11, 12, 22, 23, 24, 31, 32, 33, 43, 44, 45, 55, 56, 60 | 35, 36, 38, 39, 41, 42, 47, 48, 50, 51, 53, 54 | Area of land (in hectares) to be developed by the Grower | Allotment provisionally allocated | Area (in hectares) of allotment (Annexure 2) | 8.160, 8.160, 8.160 and 12.20 | 1-9, 19, 22, 25, 26, 28-31, 38, 44, 46, 51, 54, 57, 58 and 60 | Area of land (in hectares) to be developed by the member | Area (in hectares) of allotment (Annexure 2 of Development Agreement) | Total of the interests held by Syndicate members (per hectare) | Interest held by Member (per hectare) | TO: The persons named and described in the Schedule hereto. | THE PROPORTION WHICH THE GROWERS INTEREST IN THE LAND BEARS TO 268 | For the purposes of this Part and Part 3-3 (about capital gains and losses) and Subdivision 328-C (What is a small business entity), from just after the time you come absolutely entitled to a CGT asset as against the trustee of a trust (disregarding any legal disability), the assets is treated as being your asset (instead of being an asset of the trust). | 10. The core principle underpinning the concept of absolute entitlement in the CGT provisions is the ability of a beneficiary, who has a vested and indefeasible interest in the entire trust asset, to call for the asset to be transferred to them or to be transferred at their direction. This derives from the rule in Saunders v. Vautier applied in the context of the CGT provisions (...). The relevant test of absolute entitlement is not whether the trust is a bare trust (...). | 11. Under the rule in Saunders v. Vautier, the courts do not regard as effective a direction from the settlor of the trust that purports to delay the beneficiary's full enjoyment of an asset. However, if there is some basis upon which a trustee can legitimately resist the beneficiary's call for an asset, then the beneficiary will not be absolutely entitled as against the trustee to it. | One beneficiary with all the interests in a trust asset | 21. A beneficiary has all the interests in a trust asset if no other beneficiary has an interest in the asset (even if the trust has other beneficiaries). | 22. Such a beneficiary will be absolutely entitled to that asset as against the trustee for the purposes of the CGT provisions if the beneficiary can (ignoring any legal disability) terminate the trust in respect of that asset by directing the trustee to transfer the asset to them or to transfer it at their direction (...). | More than one beneficiary with interests in a trust asset | 23. If there is more than one beneficiary with interests in the trust asset, then it will usually not be possible for any one beneficiary to call for the asset to be transferred to them or to be transferred at their direction. This is because their entitlement is not to the entire asset. | 25. Because the assets are fungible, it does not matter that the beneficiaries cannot point to particular assets as belonging to them. It is sufficient in these circumstances that they can point to a specific number of assets as belonging to them... | When are assets fungible? | 93. Assets are fungible if each asset matches the same description such that one asset can be replaced with another. Assets are fungible if they are of the same type (for example, shares in the same company and with the same characteristics). | 94. The test is not an extreme one. Assets within the class need not be exactly identical and in this regard it is enough that a beneficiary might reasonably be expected to be indifferent between them. For example, in the case of shares, the mere fact that each share is allocated a unique number in the company's share register is not enough to prevent those shares being treated as fungible. Therefore, shares in a listed public company can be fungible. However, land would rarely be fungible because each parcel of land is unique. | A partner in a partnership would not be an affiliate of another partner merely because the first partner acts, or could reasonably be expected to act, in accordance with the directions or wishes of the second partner, or in concert with the second partner, in relation to the affairs of the partnership. | A Syndicate member's interest in the trust over the land is not an active asset of that member | Appendix 2 - Detailed contents list


Related rulings: TR 2004/D25 TR 2006/10
Legislative references: ITAA 1997 ITAA 1997 106-50(1) ITAA 1997 106-50(2) ITAA 1997 Div 152 ITAA 1997 152-10 ITAA 1997 152-10(1) ITAA 1997 152-10(1)(a) ITAA 1997 152-10(1)(b) ITAA 1997 152-10(1)(c) ITAA 1997 152-10(1)(d) ITAA 1997 152-10(2) ITAA 1997 152-35 ITAA 1997 152-40 ITAA 1997 152-40(1) ITAA 1997 152-40(1)(a)(i) ITAA 1997 152-40(1)(a)(ii) ITAA 1997 152-40(1)(a)(iii) ITAA 1997 152-40(3) ITAA 1997 152-40(3A) ITAA 1997 152-40(3B) ITAA 1997 152-40(4) ITAA 1997 152-40(4A) ITAA 1997 152-40(5) ITAA 1997 152-55 ITAA 1997 152-60 ITAA 1997 152-65 ITAA 1997 152-70 ITAA 1997 328-125 ITAA 1997 328-125(1) ITAA 1997 328-125(2) ITAA 1997 328-125(2)(a)(ii) ITAA 1997 328-130 ITAA 1997 328-130(2) ITAA 1997 960-100(1) ITAA 1997 960-100(1)(e) ITAA 1997 960-100(1A) ITAA 1997 995-1 TAA 1953
Case references: Saunders v. Vautier (1841) 4 Beav 115 (1841) 49 ER 282
Subject references: active asset connected with
Other references: Advanced guide to capital gains tax concessions for small business