Income Tax Assessment Act 1997

s 122-25 — Other requirements to be satisfied

(1) You must own all the * shares in the company just after the time of the trigger event. Note: You must own the shares in the same capacity as you owned or created the assets that the company now owns. (2) This Subdivision does not apply to the * disposal or creation of any of the assets specified in this table: Assets to which Subdivision does not apply Item In this situation: This Subdivision does not apply to: 1 You * dispose of a * CGT asset to the company or create a CGT asset in the company (a) a * collectable or a * personal use asset; or (b) a decoration awarded for valour or brave conduct (except if you paid money or gave any other property for it); or (c) a * precluded asset; or (d) an asset that becomes * trading stock of the company just after the * disposal or creation; or (e) an asset that becomes a * registered emissions unit * held by the company just after the * disposal or creation 2 You * dispose of all the assets of a * business to the company (a) a * collectable or a * personal use asset; or (b) a decoration awarded for valour or brave conduct (except if you paid money or gave any other property for it); or (c) an asset that becomes * trading stock of the company just after the disposal or creation (unless it was your trading stock when you disposed of it); or (d) an asset that becomes a * registered emissions unit * held by the company just after the * disposal or creation (unless it was a registered emissions unit held by you when you disposed of it) (3) A precluded asset is: (a) a * depreciating asset; or (b) * trading stock; or (c) an interest in the copyright in a * film referred to in section 118 ‑ 30; or (d) a * registered emissions unit. (4) If: (a) the * CGT asset or any of the assets of the * business is a right, option, * convertible interest or * exchangeable interest; and (b) the company * acquires another CGT asset by exercising the right or option or by converting the convertible interest or in exchange for the disposal or redemption of the exchangeable interest; the other asset cannot become * trading stock of the company just after the company acquired it. (5) The * ordinary income and * statutory income of the company must not be exempt from income tax because it is an * exempt entity for the income year of the trigger event. (6) If you are an individual at the time of the trigger event, either: (a) you and the company must both be Australian residents at that time; or (b) both of the following requirements must be satisfied: (i) each asset must be * taxable Australian property at that time; (ii) the shares in the company mentioned in subsection 122 ‑ 20(1) must be taxable Australian property just after that time. (7) If you are a trustee of a trust at the time of the trigger event, either: (a) at that time, the trust must be a * resident trust for CGT purposes and the company must be an Australian resident; or (b) both of the following requirements must be satisfied: (i) each * CGT asset must be a CGT asset of the trust that is * taxable Australian property at that time; and (ii) the shares in the company mentioned in subsection 122 ‑ 20(1) must be taxable Australian property just after that time.

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4)) | Amended by No 173 of 2000, effective s 4, Sch 1, Sch 3 (items 1–15, 17), Sch 4 (items 6–45, 47–49, 51–59, 65(1), (3)) and Sch 6: 21 Dec 2000 (s 2(1)) Sch 4 (items 46, 50): 1 July 1998 (s 2(3)) Sch 5: 31 May 2000 (s 2(4)) | Amended by No 77 of 2001, effective Sch 2 (items 149–476, 488): 30 June 2001 (s 2(1)) | Amended by No 133 of 2003, effective 17 Dec 2003 | Amended by No 41 of 2005, effective s. 4, Schedule 1 (items 1–11), Schedule 2 (items 1–9, 11), Schedule 3 (items 17–22), Schedule 6 (items 1–3, 5, 12–15, 17–28), Schedule 7, Schedule 10 (items 36–221, 271–273) and Schedule 11 (items 4, 5): Royal Assent Sch 10 (item 247): 28 Dec 2002 (s 2(1) item 9) Sch 10 (items 248, 259, 260): 24 Oct 2002 (s 2(1) items 10, 14, 15) Sch 10 (items 249, 250–257, 263, 264): 29 June 2002 (s 2(1) items 11, 12, 17) Sch 10 (item 258): 30 June 2000 (s 2(1) item 13) Sch 10 (items 261, 262): 1 July 2000 (s 2(1) item 16) | Amended by No 58 of 2006, effective s. 4, Schedules 1, 2, Schedule 3 (items 1–3, 7), Schedule 4, Schedule 5 (items 1–3) and Schedule 7 (items 51–113, 213–216, 257–263): Royal Assent Sch 7 (items 179–188): 1 July 2004 (s 2(1) item 15) Sch 7 (item 189): 5 July 1999 (s 2(1) item 16) Sch 7 (item 190): 30 June 2000 (s 2(1) item 17) Sch 7 (item 191): 24 Oct 2002 (s 2(1) item 18) Sch 7 (item 192): 30 June 2004 (s 2(1) item 19) Sch 7 (item 193): 22 Dec 1999 (s 2(1) item 20) | Amended by No 168 of 2006, effective Schedule 3 (items 3–5): 13 Dec 2005 Remainder: Royal Assent | Amended by No 132 of 2011, effective Sch 2 (items 4–71): 2 Apr 2012 (s 2(1) item 5) Sch 2 (items 74–77): never commenced (s 2(1) item 6 (rep by 83, 2014, Sch 3 item 1)) | Amended by No 15 of 2017, effective Sch 1 (item 1): 1 Mar 2017 (s 2(1) item 2) Sch 2 and Sch 4 (items 26–69, 71–83): 1 Apr 2017 (s 2(1) items 3, 8, 10) Sch 4 (item 70): 19 Mar 2015 (s 2(1) item 9)

s 122-35 — What if the company undertakes to discharge a liability (disposal case)

Disposal of a CGT asset (1) One of the requirements in this table must be satisfied if: (a) you * dispose of a * CGT asset; and (b) the company undertakes to discharge one or more liabilities in respect of it. (The * market value, or the * cost base, of an asset is worked out when you disposed of it.) * What amount the liabilities cannot exceed Item In this situation: the liabilities cannot exceed: 1 You * acquired the asset on or after 20 September 1985 The * cost base of the asset 2 You * acquired the asset before 20 September 1985 The * market value of the asset Note: There are rules for working out what are the liabilities in respect of an asset: see section 122 ‑ 37. Disposal of all the assets of a business (2) One of the requirements in this table must be satisfied if: (a) you * dispose of all the assets of a * business; and (b) the company undertakes to discharge one or more liabilities in respect of the assets of the business. (The * market value, or the * cost base, of an asset is worked out when you disposed of it.) What amount the liabilities cannot exceed Item In this situation: The liabilities cannot exceed: 1 You * acquired all the assets on or after 20 September 1985 The sum of the * market values of the * precluded assets and the * cost bases of the other assets 2 You * acquired all the assets before 20 September 1985 The sum of the * market values of the assets 3 You * acquired at least one asset on or after 20 September 1985 and at least one before that day For liabilities in respect of assets you * acquired on or after that day—the sum of the * market values of the * precluded assets and the * cost bases of the other assets; For liabilities in respect of assets you * acquired before that day—the sum of the market values of those assets

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4)) | Amended by No 176 of 1999, effective Sch 3: 1 July 2000 (s 2(9))

s 122-37 — Rules for working out what a liability in respect of an asset is

(1) These rules are relevant to working out what are the liabilities in respect of an asset. (2) A liability incurred for the purposes of a * business that is not a liability in respect of a specific asset or assets of the business is taken to be a liability in respect of all the assets of the business. Note: An example is a bank overdraft. (3) If a liability is in respect of 2 or more assets, the proportion of the liability that is in respect of any one of those assets is equal to:

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4)) | Amended by No 176 of 1999, effective Sch 3: 1 July 2000 (s 2(9))

s 122-40 — Disposal of a CGT asset

(1) If you choose a roll ‑ over, a * capital gain or * capital loss you make from the trigger event is disregarded. (2) If you * acquired the asset on or after 20 September 1985: (a) the first element of each * share’s * cost base is the asset’s cost base when you * disposed of it (less any liabilities the company undertakes to discharge in respect of it) divided by the number of shares; and (b) the first element of each share’s * reduced cost base is worked out similarly. Note 1: There are rules for working out what are the liabilities in respect of an asset: see section 122 ‑ 37. Note 2: There are special indexation rules for roll ‑ overs: see Division 114. (3) If you * acquired the asset before 20 September 1985, you are taken to have acquired the * shares before that day.

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4))

s 122-45 — Disposal of all the assets of a business

(1) If you choose a roll ‑ over for * disposing of all the assets of a * business to the company, a * capital gain or * capital loss you make from each of the assets of the business is disregarded. (2) The other consequences relate to the * shares you receive and depend on when you * acquired the assets of the * business. Note 1: There are 3 possible cases: • you acquired all the assets on or after 20 September 1985: see section 122 ‑ 50; • you acquired all the assets before that day: see section 122 ‑ 55; • you acquired some of the assets on or after that day: see section 122 ‑ 60. Note 2: There are special indexation rules for roll ‑ overs: see Division 114. Note 3: There are other consequences for you and the company if you dispose of trading stock: see Division 70.

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4))

s 122-50 — All assets acquired on or after 20 September 1985

(1) If you * acquired all of the assets of the * business on or after 20 September 1985: (a) the first element of each * share’s * cost base is the sum of the * market values of the * precluded assets and the cost bases of the other assets (less any liabilities the company undertakes to discharge in respect of all of those assets) divided by the number of shares; and (b) the first element of each share’s * reduced cost base is worked out similarly. Note 1: There are rules for working out what are the liabilities in respect of an asset: see section 122 ‑ 37. Note 2: There are special indexation rules for roll ‑ overs: see Division 114. Example: Nick is a small trader. He wants to incorporate his business. He disposes of all its assets to a company and receives 10 shares in return. Nick acquired all the assets of the business after 20 September 1985. Trading stock, plant and equipment and office furniture are precluded assets. The market value of Nick’s trading stock when he disposed of it is $20,000. The market value of his plant and equipment at that time is $50,000 and the market value of his office furniture at that time is $10,000. The cost bases of Nick’s land and buildings at that time total $120,000. Nick has a business overdraft of $15,000. It is taken to be a liability in respect of all the assets of his business. The first element of the cost base of the 10 shares is: The first element of the reduced cost base of the 10 shares is worked out similarly. (2) The * market value of an asset is worked out when you * disposed of it. The * cost base or * reduced cost base of an asset is worked out at the same time.

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4)) | Amended by No 176 of 1999, effective Sch 3: 1 July 2000 (s 2(9)) | Amended by No 14 of 2009, effective Schedule 1, Schedule 4 (items 11–34, 52) and Schedule 5 (items 7–13): Royal Assent Schedule 5 (items 2, 3, 14): 29 Jan 2009 Schedule 5 (items 5, 6): 1 July 2011

s 122-55 — All assets acquired before 20 September 1985

(1) You are taken to have * acquired all of the * shares before 20 September 1985 if you acquired all the assets of the * business before that day and none of the assets is a * precluded asset. (2) However, if at least one of the assets is a * precluded asset, you are taken to have * acquired a whole number of the * shares (but not all of them) before that day. The number is the greatest possible that (when expressed as a percentage of all the shares) does not exceed: • the total of the * market values of the assets that are not * precluded assets, less any liabilities the company undertakes to discharge in respect of those assets; expressed as a percentage of: • the total of the market values of all the assets, less any liabilities the company undertakes to discharge in respect of those assets. Note: There are rules for working out what are the liabilities in respect of an asset: see section 122 ‑ 37. (3) The first element of each other * share’s * cost base and * reduced cost base is the total of the * market values of the * precluded assets (less any liabilities the company undertakes to discharge in respect of those assets) divided by the number of those other shares. (4) The * market value of an asset is worked out when you * disposed of it. The * cost base or * reduced cost base of an asset is worked out at the same time.

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4)) | Amended by No 176 of 1999, effective Sch 3: 1 July 2000 (s 2(9))

s 122-60 — Assets acquired before and after 20 September 1985

(1) If you * acquired some of the assets on or after 20 September 1985, you are taken to have acquired a whole number of the * shares (but not all of them) before that day. The number is the greatest possible that (when expressed as a percentage of all the shares) does not exceed: • the total of the * market values of the assets (except any * precluded assets) that you acquired before that day, less any liabilities the company undertakes to discharge in respect of those assets; expressed as a percentage of: • the total of the market values of all the assets, less any liabilities the company undertakes to discharge in respect of those assets. (2) The first element of each other * share’s * cost base is the sum of the * market values of the * precluded assets and the cost bases of the other assets that you * acquired on or after that day (less any liabilities the company undertakes to discharge in respect of all of those assets) divided by the number of those other shares. Note: There are special indexation rules for roll ‑ overs: see Division 114. (3) The first element of each other * share’s * reduced cost base is worked out similarly. (4) The * market value of an asset is worked out when you * disposed of it. The * cost base or * reduced cost base of an asset is worked out at the same time.

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4)) | Amended by No 176 of 1999, effective Sch 3: 1 July 2000 (s 2(9))

s 122-65 — Creation of asset

(1) If you choose a roll ‑ over, a * capital gain or * capital loss you make from the trigger event is disregarded. (2) The first element of each * share’s * cost base is the amount applicable under this table divided by the number of shares. The first element of each share’s * reduced cost base is worked out similarly. Creation case Event No. Applicable amount D1 the * incidental costs you incurred that relate to the trigger event D2 the expenditure you incurred to grant the option D3 the expenditure you incurred to grant the right F1 the expenditure you incurred on the grant, renewal or extension of the lease The expenditure can include a transfer of property: see section 103 ‑ 5. Example: Bill grants a licence (CGT event D1) to Tiffin Pty Ltd (a company he owns). The company issues him with 2 additional shares. He incurs legal expenses of $1,000 to grant the licence. Bill’s cost base for each of the shares is $500.

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4))

s 122-70 — Consequences for the company (disposal case)

(1) There are these consequences for the company in a disposal case if you choose to obtain a roll ‑ over. They are relevant for each * CGT asset (except a * precluded asset) that you * disposed of to the company. Note: A capital gain or loss from a precluded asset can be disregarded: see Subdivision 118 ‑ A. Asset acquired on or after 20 September 1985 (2) If you * acquired the asset on or after 20 September 1985: (a) the first element of the asset’s * cost base (in the hands of the company) is the asset’s cost base when you disposed of it; and (b) the first element of the asset’s * reduced cost base (in the hands of the company) is the asset’s reduced cost base when you disposed of it. Note 1: There are special indexation rules for roll ‑ overs: see Division 114. Note 2: The reduced cost base may be modified for a roll ‑ over happening after a demerger: see section 125 ‑ 170. Asset acquired before 20 September 1985 (3) If you * acquired the asset before 20 September 1985, the company is taken to have acquired it before that day. Note: A capital gain or loss from a CGT asset acquired before 20 September 1985 is generally disregarded: see Division 104. This exemption is removed in some situations: see Division 149.

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4)) | Amended by No 90 of 2002, effective s 4, Sch 1–6, 12, Sch 14 (items 1–15, 17–19), Sch 15 (items 1, 3–15, 19–89) and Sch 16 (items 1, 21–55): 24 Oct 2002 (s 2(1) items 1, 2, 4, 5) Sch 13: 29 June 2002 (s 2(1) item 3) | Amended by No 97 of 2008, effective Sch 1 (items 3–12) and Sch 3 (items 44–173, 189): 3 Oct 2008 (s 2(1) items 2, 3–5)

s 122-75 — Consequences for the company (creation case)

(1) There are these consequences for the company in a creation case if you choose to obtain a roll ‑ over. (2) The first element of the created asset’s * cost base (in the hands of the company) is the applicable amount from the table in subsection 122 ‑ 65(2). Example: To continue the example in section 122 ‑ 65, the cost base of the licence in Tiffin Pty Ltd’s hands is $1,000. (3) The first element of the created asset’s * reduced cost base (in the hands of the company) is worked out similarly.

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4))

s 122-120 — What this Subdivision is about

This Subdivision sets out when the partners in a partnership can obtain a roll ‑ over on transferring a CGT asset, or all the assets of a business, to a company. It also deals with the creation of a CGT asset in a company. There are consequences for the company also. Table of sections When is a roll ‑ over available 122 ‑ 125 Disposal or creation of assets—wholly ‑ owned company 122 ‑ 130 What the partners receive for the trigger event 122 ‑ 135 Other requirements to be satisfied 122 ‑ 140 What if the company undertakes to discharge a liability (disposal case) 122 ‑ 145 Rules for working out what a liability in respect of an interest in an asset is Replacement ‑ asset roll ‑ over if partners dispose of a CGT asset 122 ‑ 150 Capital gain or loss disregarded 122 ‑ 155 Disposal of post ‑ CGT or pre ‑ CGT interests 122 ‑ 160 Disposal of both post ‑ CGT and pre ‑ CGT interests Replacement ‑ asset roll ‑ over if the partners dispose of all the assets of a business 122 ‑ 170 Capital gain or loss disregarded 122 ‑ 175 Other consequences 122 ‑ 180 All interests acquired on or after 20 September 1985 122 ‑ 185 All interests acquired before 20 September 1985 122 ‑ 190 Interests acquired before and after 20 September 1985 Replacement ‑ asset roll ‑ over for a creation case 122 ‑ 195 Creation of asset Same ‑ asset roll ‑ over consequences for the company (disposal case) 122 ‑ 200 Consequences for the company (disposal case) Same ‑ asset roll ‑ over consequences for the company (creation case) 122 ‑ 205 Consequences for the company (creation case)

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4))

s 122-125 — Disposal or creation of assets—wholly ‑ owned company

All of the partners in a partnership can choose to obtain a roll ‑ over if one of the * CGT events (the trigger event ) specified in this table happens involving the partners and a company in the circumstances set out in sections 122 ‑ 130 to 122 ‑ 140. Relevant * CGT events Event No. What the partners do A1 * Dispose of their interests in a * CGT asset of the partnership, or all the assets of a business carried on by the partnership, to the company D1 Create contractual or other rights in the company D2 Grant an option to the company D3 Grant the company a right to income from mining F1 Grant a lease to the company, or renew or extend a lease Note 1: The roll ‑ over starts at section 122 ‑ 150. Note 2: Section 103 ‑ 25 tells you when you have to make the choice. Example: Michael and Sandra operate a fish shop in partnership. They agree to incorporate the business so they dispose of their interests in all its assets to a company. They are the only shareholders of the company.

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4))

s 122-130 — What the partners receive for the trigger event

(1) The consideration the partners receive must be only: (a) * shares in the company; or (b) for a * disposal of their interests in a * CGT asset, or in all the assets of a business, to the company (a disposal case )—shares in the company and the company undertaking to discharge one or more liabilities in respect of their interests. Note: There are rules for working out what are the liabilities in respect of an interest in an asset: see section 122 ‑ 145. (2) The * shares cannot be * redeemable shares. (3) The * market value of the * shares each partner receives for the trigger event happening must be substantially the same as: (a) for a disposal case—the market value of the interests in the asset or assets the partner disposed of, less any liabilities the company undertakes to discharge in respect of the interests in the asset or assets (as appropriate); or (b) for another trigger event (a creation case )—the market value of what would have been the partner’s interest in the * CGT asset created in the company (the created asset ) if it were an asset of the partnership. (4) In working out if the requirement in paragraph (3)(a) is satisfied, if the * market value of the * shares is different to what it would otherwise be only because of the possibility of liabilities attaching to the asset or assets, disregard the difference. Note: The company may have to pay income tax if an amount is included in its assessable income because of a CGT event happening to an asset a partner disposed of, or it may have a liability because of accrued leave entitlements of employees. The market value of the shares will reflect these contingent liabilities.

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4)) | Amended by No 176 of 1999, effective Sch 3: 1 July 2000 (s 2(9)) | Amended by No 58 of 2006, effective s. 4, Schedules 1, 2, Schedule 3 (items 1–3, 7), Schedule 4, Schedule 5 (items 1–3) and Schedule 7 (items 51–113, 213–216, 257–263): Royal Assent Sch 7 (items 179–188): 1 July 2004 (s 2(1) item 15) Sch 7 (item 189): 5 July 1999 (s 2(1) item 16) Sch 7 (item 190): 30 June 2000 (s 2(1) item 17) Sch 7 (item 191): 24 Oct 2002 (s 2(1) item 18) Sch 7 (item 192): 30 June 2004 (s 2(1) item 19) Sch 7 (item 193): 22 Dec 1999 (s 2(1) item 20)

s 122-135 — Other requirements to be satisfied

(1) The partners must own all the * shares in the company just after the time of the trigger event. (2) Each partner must own the * shares the partner received for the trigger event happening in the same capacity that the partner: (a) owned the partner’s interests in the assets that the company now owns; or (b) participated in the creation of the asset in the company. Note: If a partner’s interests were owned as trustee, the partner must receive shares as trustee. (3) This Subdivision does not apply to the * disposal or creation of any of the assets specified in this table: Assets to which Subdivision does not apply Item In this situation: This Subdivision does not apply to: 1 The partners * dispose of their interests in a * CGT asset to, or create a CGT asset in, the company (a) a * collectable or a * personal use asset; or (b) a decoration awarded for valour or brave conduct (except if a partner paid money or gave any other property for it); or (c) a * precluded asset; or (d) an asset that becomes * trading stock of the company just after the * disposal or creation 2 The partners * dispose of their interests in all the assets of a business (a) a * collectable or a * personal use asset; or (b) a decoration awarded for valour or brave conduct (except if a partner paid money or gave any other property for it); or (c) an asset that becomes * trading stock of the company just after the disposal or creation (unless it was trading stock of the partnership when it was disposed of) (4) If: (a) the * CGT asset or any of the assets of the * business is a right, option, * convertible interest or * exchangeable interest; and (b) the company * acquires another CGT asset by exercising the right or option or by converting the convertible interest or in exchange for the disposal or redemption of the exchangeable interest; the other asset cannot become * trading stock of the company just after the company acquired it. (5) The * ordinary income and * statutory income of the company must not be exempt from income tax because it is an * exempt entity for the income year of the trigger event. (6) For a partner who is not a trustee of a trust at the time of the trigger event, either: (a) the partner and the company must both be Australian residents at that time; or (b) both of the following requirements must be satisfied: (i) each asset must be * taxable Australian property at that time; and (ii) the shares in the company mentioned in subsection 122 ‑ 130(1) must be taxable Australian property just after that time. (7) For a partner who is a trustee of a trust at the time of the trigger event, either: (a) at that time, the trust must be a * resident trust for CGT purposes and the company must be an Australian resident; or (b) both of the following requirements must be satisfied: (i) each * CGT asset must be a CGT asset of the trust that is * taxable Australian property at that time; and (ii) the shares in the company mentioned in subsection 122 ‑ 130(1) must be taxable Australian property just after that time.

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4)) | Amended by No 173 of 2000, effective s 4, Sch 1, Sch 3 (items 1–15, 17), Sch 4 (items 6–45, 47–49, 51–59, 65(1), (3)) and Sch 6: 21 Dec 2000 (s 2(1)) Sch 4 (items 46, 50): 1 July 1998 (s 2(3)) Sch 5: 31 May 2000 (s 2(4)) | Amended by No 133 of 2003, effective 17 Dec 2003 | Amended by No 41 of 2005, effective s. 4, Schedule 1 (items 1–11), Schedule 2 (items 1–9, 11), Schedule 3 (items 17–22), Schedule 6 (items 1–3, 5, 12–15, 17–28), Schedule 7, Schedule 10 (items 36–221, 271–273) and Schedule 11 (items 4, 5): Royal Assent Sch 10 (item 247): 28 Dec 2002 (s 2(1) item 9) Sch 10 (items 248, 259, 260): 24 Oct 2002 (s 2(1) items 10, 14, 15) Sch 10 (items 249, 250–257, 263, 264): 29 June 2002 (s 2(1) items 11, 12, 17) Sch 10 (item 258): 30 June 2000 (s 2(1) item 13) Sch 10 (items 261, 262): 1 July 2000 (s 2(1) item 16) | Amended by No 168 of 2006, effective Schedule 3 (items 3–5): 13 Dec 2005 Remainder: Royal Assent

s 122-140 — What if the company undertakes to discharge a liability (disposal case)

Disposal of a CGT asset (1) One of these requirements must be satisfied (for each partner) if: (a) the partners * dispose of their interests in a * CGT asset; and (b) the company undertakes to discharge one or more liabilities in respect of the interests in the asset. (The * market value, or the * cost base, of an interest is worked out at the time of the disposal.) What amount the liabilities cannot exceed Item In this situation: the liabilities cannot exceed: 1 A partner * acquired the interest on or after 20 September 1985 The * cost base of the interest 2 A partner * acquired the interest before 20 September 1985 The * market value of the interest Note: There are rules for working out what are the liabilities in respect of an interest in an asset: see section 122 ‑ 145. Disposal of all the assets of a business (2) One of these requirements must be satisfied (for each partner) if: (a) the partners * dispose of their interests in all the assets of a * business; and (b) the company undertakes to discharge one or more liabilities in respect of the interests in the assets. (The * market value, or the * cost base, of an interest is worked out at the time of the disposal.) What amount the liabilities cannot exceed Item In this situation: the liabilities cannot exceed: 1 A partner * acquired all the interests on or after 20 September 1985 The sum of the * market values of the partner’s interests in * precluded assets and the * cost bases of the partner’s interests in other assets 2 A partner * acquired all the interests before 20 September 1985 The sum of the * market values of the interests 3 A partner * acquired at least one interest on or after 20 September 1985 and at least one before that day For liabilities in respect of interests * acquired on or after that day—the sum of the * market values of the partner’s interests in * precluded assets and the * cost bases of the partner’s interests in other assets For liabilities in respect of interests * acquired before that day—the sum of the market values of those interests

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4)) | Amended by No 176 of 1999, effective Sch 3: 1 July 2000 (s 2(9)) | Amended by No 41 of 2005, effective s. 4, Schedule 1 (items 1–11), Schedule 2 (items 1–9, 11), Schedule 3 (items 17–22), Schedule 6 (items 1–3, 5, 12–15, 17–28), Schedule 7, Schedule 10 (items 36–221, 271–273) and Schedule 11 (items 4, 5): Royal Assent Sch 10 (item 247): 28 Dec 2002 (s 2(1) item 9) Sch 10 (items 248, 259, 260): 24 Oct 2002 (s 2(1) items 10, 14, 15) Sch 10 (items 249, 250–257, 263, 264): 29 June 2002 (s 2(1) items 11, 12, 17) Sch 10 (item 258): 30 June 2000 (s 2(1) item 13) Sch 10 (items 261, 262): 1 July 2000 (s 2(1) item 16) | Amended by No 58 of 2006, effective s. 4, Schedules 1, 2, Schedule 3 (items 1–3, 7), Schedule 4, Schedule 5 (items 1–3) and Schedule 7 (items 51–113, 213–216, 257–263): Royal Assent Sch 7 (items 179–188): 1 July 2004 (s 2(1) item 15) Sch 7 (item 189): 5 July 1999 (s 2(1) item 16) Sch 7 (item 190): 30 June 2000 (s 2(1) item 17) Sch 7 (item 191): 24 Oct 2002 (s 2(1) item 18) Sch 7 (item 192): 30 June 2004 (s 2(1) item 19) Sch 7 (item 193): 22 Dec 1999 (s 2(1) item 20)

s 122-145 — Rules for working out what a liability in respect of an interest in an asset is

(1) These rules are relevant to working out what are the liabilities in respect of a partner’s interests in an asset. (2) A liability incurred for the purposes of a * business that is not a liability in respect of interests in a specific asset or assets of the business is taken to be a liability in respect of the partner’s interests in all the assets of the business. Note: An example is a bank overdraft. (3) If a liability is in respect of both: (a) the partner’s interests in one or more assets that the partner * acquired on or after 20 September 1985; and (b) the partner’s interests in one or more assets that the partner acquired before that day; the proportion of the liability that is in respect of the partner’s interests that the partner acquired on or after that day is equal to:

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4)) | Amended by No 176 of 1999, effective Sch 3: 1 July 2000 (s 2(9))

s 122-150 — Capital gain or loss disregarded

If the partners choose a roll ‑ over for * disposing of their interests in a CGT asset to the company, a * capital gain or * capital loss any partner makes from the disposal is disregarded.

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4))

s 122-155 — Disposal of post ‑ CGT or pre ‑ CGT interests

(1) If a partner * acquired all the partner’s interests in the asset on or after 20 September 1985: (a) the first element of each * share’s * cost base is the sum of the cost bases of the interests when the partner * disposed of them (less any liabilities the company undertakes to discharge in respect of them) divided by the number of the partner’s shares; and (b) the first element of each share’s * reduced cost base is worked out similarly. Note 1: There are rules for working out what are the liabilities in respect of an interest in an asset: see section 122 ‑ 145. Note 2: There are special indexation rules for roll ‑ overs: see Division 114. (2) If a partner * acquired all the partner’s interests in the asset before 20 September 1985, the partner is taken to have acquired the * shares before that day.

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4))

s 122-160 — Disposal of both post ‑ CGT and pre ‑ CGT interests

(1) If a partner * acquired some of the partner’s interests in the asset on or after 20 September 1985 and some before that day, the partner is taken to have acquired a whole number of the * shares (but not all of them) before that day. The number is the greatest possible that (when expressed as a percentage of all the shares the partner acquires) does not exceed: • the * market value of the interests in the asset that the partner acquired before that day; expressed as a percentage of: • the total of the market values of all the partner’s interests in the asset. (2) The first element of each other * share’s * cost base is the sum of the cost bases of the partner’s interests that the partner * acquired on or after that day (less any liabilities the company undertakes to discharge in respect of all of those interests) divided by the number of the other shares. Note: There are special indexation rules for roll ‑ overs: see Division 114. (3) The first element of each other * share’s * reduced cost base is worked out similarly. (4) The * market value of an interest in an asset is worked out when the partner * disposed of it. The * cost base or * reduced cost base of an interest in an asset is worked out at the same time.

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4)) | Amended by No 176 of 1999, effective Sch 3: 1 July 2000 (s 2(9))

s 122-170 — Capital gain or loss disregarded

If the partners choose a roll ‑ over for * disposing of their interests in all the assets of a * business to the company, a * capital gain or * capital loss any partner makes from the disposal is disregarded.

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4))

s 122-175 — Other consequences

The other consequences relate to the * shares the partners receive and depend on when they * acquired their interests in the assets of the * business. Note 1: There are 3 possible cases: • a partner acquired all the interests on or after 20 September 1985: see section 122 ‑ 180; • a partner acquired all the interests before that day: see section 122 ‑ 185; • a partner acquired some of the interests on or after that day: see section 122 ‑ 190. Note 2: There are other consequences for the partnership and the company if the partners dispose of their interests in trading stock of the partnership: see Division 70.

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4))

s 122-180 — All interests acquired on or after 20 September 1985

(1) If a partner * acquired all of the partner’s interests in the assets of the * business on or after 20 September 1985: (a) the first element of the partner’s * cost base of each * share is the sum of the * market values of the partner’s interests in the * precluded assets and the cost bases of the partner’s interests in the other assets (less any liabilities the company undertakes to discharge in respect of all of those interests) divided by the number of the partner’s shares; and (b) the first element of the partner’s * reduced cost base of each * share is worked out similarly. Note 1: There are rules for working out what are the liabilities in respect of interests: see section 122 ‑ 145. Note 2: There are special indexation rules for roll ‑ overs: see Division 114. (2) The * market value of an interest in an asset is worked out when the partner * disposed of it. The * cost base or * reduced cost base of an interest is worked out at the same time.

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4)) | Amended by No 176 of 1999, effective Sch 3: 1 July 2000 (s 2(9))

s 122-185 — All interests acquired before 20 September 1985

(1) A partner is taken to have * acquired all of the * shares before 20 September 1985 if the partner acquired all the partner’s interests in the assets of the * business before that day and none of the assets is a * precluded asset. (2) However, if at least one of the assets is a * precluded asset, the partner is taken to have * acquired a whole number of the * shares (but not all of them) before that day. The number is the greatest possible that (when expressed as a percentage of all the shares) does not exceed: • the total of the * market values of the partner’s interests in the assets that are not * precluded assets, less any liabilities the company undertakes to discharge in respect of those interests; expressed as a percentage of: • the total of the market values of the partner’s interests in all the assets, less any liabilities the company undertakes to discharge in respect of those interests. Note: There are rules for working out what are the liabilities in respect of an interest: see section 122 ‑ 145. (3) The first element of the partner’s * cost base and * reduced cost base of each other * share is the total of the * market values of the partner’s interests in the * precluded assets (less any liabilities the company undertakes to discharge in respect of those interests) divided by the number of the other shares. (4) The * market value of an interest in an asset is worked out when the partner * disposed of it. The * cost base or * reduced cost base of an interest is worked out at the same time.

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4)) | Amended by No 176 of 1999, effective Sch 3: 1 July 2000 (s 2(9))

s 122-190 — Interests acquired before and after 20 September 1985

(1) If a partner * acquired some of the interests in the assets on or after 20 September 1985, the partner is taken to have acquired a whole number of the * shares (but not all of them) before that day. The number is the greatest possible that (when expressed as a percentage of all the shares) does not exceed: • the total of the * market values of the partner’s interests in the assets (except any * precluded assets) that the partner acquired before that day, less any liabilities the company undertakes to discharge in respect of those interests; expressed as a percentage of: • the total of the market values of all the partner’s interests in the assets, less any liabilities the company undertakes to discharge in respect of those interests. (2) The first element of the partner’s * cost base of each other * share is the sum of the * market values of the partner’s interests in the * precluded assets and the cost bases of the partner’s interests in the other assets that the partner * acquired on or after that day (less any liabilities the company undertakes to discharge in respect of all of those interests) divided by the number of the other shares. Note: There are special indexation rules for roll ‑ overs: see Division 114. (3) The first element of the partner’s * reduced cost base of each other * share is worked out similarly. (4) The * market value of an interest in an asset is worked out when the partner * disposed of it. The * cost base or * reduced cost base of an interest in an asset is worked out at the same time.

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4)) | Amended by No 176 of 1999, effective Sch 3: 1 July 2000 (s 2(9))

s 122-195 — Creation of asset

(1) If the partners choose a roll ‑ over, a * capital gain or * capital loss any partner makes from the trigger event is disregarded. (2) The first element of the partner’s * cost base of each * share is the amount applicable under this table divided by the number of shares. The first element of each share’s * reduced cost base is worked out similarly. Creation case Event No. Applicable amount D1 the partner’s share of the * incidental costs incurred that relate to the trigger event D2 the partner’s share of the expenditure incurred to grant the option D3 the partner’s share of the expenditure incurred to grant the right F1 the partner’s share of the expenditure incurred on the grant, renewal or extension of the lease The expenditure can include a transfer of property: see section 103 ‑ 5.

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4))

s 122-200 — Consequences for the company (disposal case)

(1) There are these consequences for the company in a disposal case if the partners choose to obtain a roll ‑ over. They are relevant for interests in each * CGT asset (except a * precluded asset) that the partners * disposed of to the company. Note 1: A capital gain or loss from a precluded asset can be disregarded: see Subdivision 118 ‑ A. Note 2: The reduced cost base (as determined under this section) may be modified for a roll ‑ over happening after a demerger: see section 125 ‑ 170. Interests acquired on or after 20 September 1985 (2) If all of the partners’ interests in an asset were * acquired on or after 20 September 1985: (a) the first element of the asset’s * cost base (in the hands of the company) is the sum of the cost bases of the partners’ interests in the asset when it was disposed of; and (b) the first element of the asset’s * reduced cost base (in the hands of the company) is the sum of the reduced cost bases of the partners’ interests in the asset when it was disposed of. Note: There are special indexation rules for roll ‑ overs: see Division 114. Interests acquired before 20 September 1985 (3) If all of the partners’ interests in an asset were * acquired before 20 September 1985, the company is taken to have acquired it before that day. Note: A capital gain or loss from a CGT asset acquired before 20 September 1985 is generally disregarded: see Division 104. This exemption is removed in some situations: see Division 149. Interests acquired on or after and before 20 September 1985 (4) If some of the partners’ interests in an asset (the original asset ) were * acquired on or after 20 September 1985 and some before that day, the company is taken to have acquired 2 separate * CGT assets: (a) one (which the company is taken to have acquired on or after 20 September 1985) representing the extent to which the partners’ interests in the original asset were acquired by the partners on or after that day; and (b) another (which the company is taken to have acquired before that day) representing the extent to which the partners’ interests in the original asset were acquired by the partners before that day. (5) The first element of the * cost base of the separate asset that the company is taken to have * acquired on or after 20 September 1985 is the sum of the cost bases of the partners’ interests in the original asset that they acquired on or after that day. Note: There are special indexation rules for roll ‑ overs: see Division 114. (6) The first element of its * reduced cost base is worked out similarly.

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4)) | Amended by No 90 of 2002, effective s 4, Sch 1–6, 12, Sch 14 (items 1–15, 17–19), Sch 15 (items 1, 3–15, 19–89) and Sch 16 (items 1, 21–55): 24 Oct 2002 (s 2(1) items 1, 2, 4, 5) Sch 13: 29 June 2002 (s 2(1) item 3) | Amended by No 97 of 2008, effective Sch 1 (items 3–12) and Sch 3 (items 44–173, 189): 3 Oct 2008 (s 2(1) items 2, 3–5)

s 122-205 — Consequences for the company (creation case)

(1) There are these consequences for the company in a creation case if the partners choose to obtain a roll ‑ over. (2) The first element of the created asset’s * cost base (in the hands of the company) is the applicable amount from this table. Creation case Event No. Applicable amount D1 the total * incidental costs incurred that relate to the trigger event D2 the total expenditure incurred to grant the option D3 the total expenditure incurred to grant the right F1 the total expenditure incurred on the grant, renewal or extension of the lease The expenditure can include a transfer of property: see section 103 ‑ 5. (3) The first element of the created asset’s * reduced cost base (in the hands of the company) is worked out similarly.

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4))

s 124-1 — What this Division is about

A replacement ‑ asset roll ‑ over allows you, in special cases, to defer the making of a capital gain or loss from one CGT event until a later CGT event happens. It involves your ownership of one CGT asset ending and you acquiring another one.

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4))

s 124-5 — How to find your way around this Division

(1) First, find out if you can obtain a roll ‑ over when your ownership of one or more CGT assets ends and you acquire one or more CGT assets: see Subdivisions 124 ‑ B to 124 ‑ R. Note: If you carry on a small business, you may also be able to obtain a roll ‑ over under Subdivision 152 ‑ E. (2) Second, find out what the consequences are for being able to obtain a roll ‑ over: see Subdivision 124 ‑ A. Note: The consequences of a scrip for scrip roll ‑ over are set out in Subdivision 124 ‑ M. The consequences of replacing a statutory licence by a new statutory licence are set out in Subdivision 124 ‑ C. The consequences of an exchange of a membership interest in an MDO are set out in Subdivision 124 ‑ P. The consequences of an exchange of stapled ownership interests are set out in Subdivision 124 ‑ Q. The consequences of a roll ‑ over for water entitlements are set out in Subdivision 124 ‑ R. (3) Third, find out if there are any special rules relevant to your situation: see the Subdivision under which you can get the roll ‑ over.

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4)) | Amended by No 165 of 1999, effective s 4, Sch 1 (items 1–53, 61, 62), Sch 2, Sch 3 (items 1–4, 18) and Sch 4: 10 Dec 1999 (s 2(1), (2)) | Amended by No 53 of 2002, effective Schedules 3 and 4: 1 July 2002 Remainder: Royal Assent | Amended by No 101 of 2004, effective s. 4, Schedule 1 (items 2–4), Schedule 9, Schedule 10 (items 7–37) and Schedule 11 (items 144–146): Royal Assent Sch 2 and Sch 7 (items 1–8): 30 June 2003 (s 2(1) items 3, 8) Sch 3: 1 July 2003 (s 2(1) item 4) Sch 11 (item 35): 30 June 2000 (s 2(1) item 13) Sch 11 (items 52–59, 88, 89): 1 July 2000 (s 2(1) item 14) Sch 11 (items 141–143): 1 July 2001 (s 2(1) item 16) | Amended by No 143 of 2007, effective Schedule 1 (items 1, 4, 128–194, 222, 223, 225, 226), Schedule 2, Schedule 5 (items 1–16, 48(1)–(3)), Schedule 6 and Schedule 7 (items 18–68): Royal Assent Schedule 5 (items 31–46): 15 Mar 2007 (s 2(1) item 6) | Amended by No 164 of 2007, effective s. 4, Schedule 1 (items 1–24, 36–67, 71), Schedules 2–6, Schedule 7 (items 1–3, 5–12, 14), Schedule 8 (items 6–13), Schedule 9 and Schedule 10 (items 1, 7–25, 91, 92): Royal Assent Schedule 10 (items 57–88): 1 July 2010 Sch 12 (items 72–87): 27 Sept 2007 (s 2(1) item 9) | Amended by No 136 of 2010, effective s. 4, Schedule 2, Schedule 3 (items 95, 135–149), Schedule 4, Schedule 6 (items 2–4, 6, 7) and Schedule 7 (items 1, 2, 4): Royal Assent Sch 3 (items 3–94, 96–130): 26 Mar 2009 (s 2(1) items 3, 5) Sch 3 (item 131): 1 July 2010 (s 2(1) item 6) Sch 6 (items 1, 5): 1 Apr 2010 (s 2(1) items 11, 13) | Amended by No 109 of 2014, effective Sch 10 (items 13–15, 21–48): 17 Oct 2014 (s 2(1) item 8)

s 124-10 — Your ownership of one CGT asset ends

(1) There are these consequences (in most cases) if you can obtain a roll ‑ over when your ownership of a * CGT asset (the original asset ) ends and you * acquire one or more CGT assets (the new assets ) in a situation covered by this Division. (1A) A * car, motor cycle or similar vehicle must not be one of the new assets. (2) A * capital gain or a * capital loss you make from the original asset is disregarded. (3) If you * acquired the original asset on or after 20 September 1985, the first element of each new asset’s * cost base is: The first element of each new asset’s * reduced cost base is worked out similarly. Note 1: In some cases the amount you paid to acquire the new asset also forms part of the first element: see Subdivision 124 ‑ D (about strata title conversion). Note 2: There are modifications to the consequences in Subdivision 124 ‑ B (about compulsory acquisition, loss or destruction), Subdivision 124 ‑ C (about statutory licences), Subdivision 124 ‑ J (about Crown leases) and Subdivision 124 ‑ L (about prospecting and mining). Note 3: No other elements of the cost base of the new asset are affected by the roll ‑ over. Note 4: There are special indexation rules for roll ‑ overs: see Division 114. Note 5: The reduced cost base may be modified for a roll ‑ over happening after a demerger: see section 125 ‑ 170. (4) If you * acquired the original asset before 20 September 1985, you are taken to have acquired each new asset before that day. Note: A capital gain or loss you make from a CGT asset you acquired before 20 September 1985 is generally disregarded: see Division 104. This exemption is removed in some situations: see Division 149. (5) However, subsection (4) is taken never to have applied to a * share to which subsection 104 ‑ 195(6) applies (CGT event J4).

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4)) | Amended by No 114 of 2000, effective Schedule 4 (items 43, 44): 1 July 1998 Remainder: Royal Assent | Amended by No 53 of 2002, effective Schedules 3 and 4: 1 July 2002 Remainder: Royal Assent | Amended by No 90 of 2002, effective s 4, Sch 1–6, 12, Sch 14 (items 1–15, 17–19), Sch 15 (items 1, 3–15, 19–89) and Sch 16 (items 1, 21–55): 24 Oct 2002 (s 2(1) items 1, 2, 4, 5) Sch 13: 29 June 2002 (s 2(1) item 3) | Amended by No 101 of 2004, effective s. 4, Schedule 1 (items 2–4), Schedule 9, Schedule 10 (items 7–37) and Schedule 11 (items 144–146): Royal Assent Sch 2 and Sch 7 (items 1–8): 30 June 2003 (s 2(1) items 3, 8) Sch 3: 1 July 2003 (s 2(1) item 4) Sch 11 (item 35): 30 June 2000 (s 2(1) item 13) Sch 11 (items 52–59, 88, 89): 1 July 2000 (s 2(1) item 14) Sch 11 (items 141–143): 1 July 2001 (s 2(1) item 16) | Amended by No 164 of 2007, effective s. 4, Schedule 1 (items 1–24, 36–67, 71), Schedules 2–6, Schedule 7 (items 1–3, 5–12, 14), Schedule 8 (items 6–13), Schedule 9 and Schedule 10 (items 1, 7–25, 91, 92): Royal Assent Schedule 10 (items 57–88): 1 July 2010 Sch 12 (items 72–87): 27 Sept 2007 (s 2(1) item 9) | Amended by No 97 of 2008, effective Sch 1 (items 3–12) and Sch 3 (items 44–173, 189): 3 Oct 2008 (s 2(1) items 2, 3–5) | Amended by No 88 of 2009, effective s. 4, Schedule 3 (items 1, 5–23), Schedule 4 (items 2–5) and Schedule 5 (items 113–204, 237, 238, 258, 282, 319–341, 344): 18 Sept 2009 Schedule 2 (items 4–15, 25–27, 30, 31): 1 Oct 2009 Schedule 2 (item 23): 1 Jan 2010 | Amended by No 109 of 2014, effective Sch 10 (items 13–15, 21–48): 17 Oct 2014 (s 2(1) item 8)

s 124-15 — Your ownership of more than one CGT asset ends

(1) There are these consequences (in most cases) if you can obtain a roll ‑ over when your ownership of more than one * CGT asset (the original assets ) ends and you acquire one or more CGT assets (the new assets ) in a situation covered by this Division. Example: You own 100 shares in a company. The company cancels these shares and issues you with 10 shares in return. (1A) A * car, motor cycle or similar vehicle must not be one of the new assets. (2) A * capital gain or a * capital loss you make from each original asset is disregarded. (3) If you * acquired all the original assets on or after 20 September 1985, the first element of each new asset’s cost base is: The first element of each new asset’s * reduced cost base is worked out similarly. Note 1: No other elements of the cost base of the new asset are affected by the roll ‑ over. Note 2: There are special indexation rules for roll ‑ overs: see Division 114. (4) If you * acquired all the original assets before 20 September 1985, you are taken to have acquired each new asset before that day. Note: A capital gain or loss you make from a CGT asset you acquired before 20 September 1985 is generally disregarded: see Division 104. This exemption is removed in some situations: see Division 149. (5) If you * acquired some of the original assets before 20 September 1985, you are taken to have acquired a number of new assets before that day. It is the maximum possible that does not exceed: If the result is less than one, none of the new assets are taken to have been * acquired before 20 September 1985. Example: To continue the example, suppose you acquired 67 of the 100 original shares before 20 September 1985. The number of new shares that you are taken to have acquired before that day cannot exceed: So, you are taken to have acquired 6 of the 10 shares before that day. (6) These rules are relevant to each remaining new asset. The first element of each one’s * cost base is: The first element of each one’s * reduced cost base is worked out similarly. Note: There are special indexation rules for roll ‑ overs: see Division 114. Example: To continue the example, suppose the total of the cost bases of the 33 shares you acquired on or after 20 September 1985 is $400. The first element of the cost base of each of the remaining 4 shares is: The first element of the reduced cost base of those 4 shares is worked out similarly. (7) However, subsections (4) and (5) are taken never to have applied to a * share to which subsection 104 ‑ 195(6) applies (CGT event J4).

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4)) | Amended by No 114 of 2000, effective Schedule 4 (items 43, 44): 1 July 1998 Remainder: Royal Assent | Amended by No 53 of 2002, effective Schedules 3 and 4: 1 July 2002 Remainder: Royal Assent | Amended by No 101 of 2004, effective s. 4, Schedule 1 (items 2–4), Schedule 9, Schedule 10 (items 7–37) and Schedule 11 (items 144–146): Royal Assent Sch 2 and Sch 7 (items 1–8): 30 June 2003 (s 2(1) items 3, 8) Sch 3: 1 July 2003 (s 2(1) item 4) Sch 11 (item 35): 30 June 2000 (s 2(1) item 13) Sch 11 (items 52–59, 88, 89): 1 July 2000 (s 2(1) item 14) Sch 11 (items 141–143): 1 July 2001 (s 2(1) item 16) | Amended by No 109 of 2014, effective Sch 10 (items 13–15, 21–48): 17 Oct 2014 (s 2(1) item 8)

s 124-20 — Share and interest sale facilities

Share and interest sale facilities (1) An entity (the investor ) is treated as owning an * ownership interest (the roll ‑ over interest ) in a company or trust (the issuer ) at a time (the deeming time ), if: (a) the investor owned an ownership interest (the original interest ) in a company or trust; and (b) a transaction happened in relation to the original interest; and (c) because: (i) a * foreign law impedes the ability of the issuer to issue or transfer the roll ‑ over interest to the investor; or (ii) it would be impractical or unreasonably onerous to determine whether a foreign law impedes the ability of the issuer to issue or transfer the roll ‑ over interest to the investor; it is * arranged that the issuer will issue or transfer the roll ‑ over interest to another entity (the facility ) under the transaction instead of to the investor; and (d) in accordance with that arrangement and as a result of the transaction, the facility: (i) becomes the owner of the roll ‑ over interest; and (ii) owns the roll ‑ over interest at the deeming time; and (e) under the arrangement, the investor is entitled to receive from the facility: (i) an amount equivalent to the * capital proceeds of any * CGT event that happens in relation to the roll ‑ over interest (less expenses); or (ii) if a CGT event happens in relation to the roll ‑ over interest together with CGT events happening in relation to other ownership interests—an amount equivalent to the investor’s proportion of the total capital proceeds of the CGT events (less expenses). (2) The facility is treated as not owning the roll ‑ over interest at the deeming time. (3) This section applies for the purposes of: (a) applying one of the following provisions (the roll ‑ over provision ) in relation to the transaction: (iii) Subdivision 124 ‑ I (Change of incorporation); (iv) Subdivision 124 ‑ N (Disposal of assets by a trust to a company); (v) Subdivision 124 ‑ Q (Exchange of stapled ownership interests for ownership interests in a unit trust); (vi) Division 615 (Roll ‑ overs for business restructures); and (b) the following provisions, to the extent that they relate to a roll ‑ over under the roll ‑ over provision that involves the transaction: (i) item 2 of the table in subsection 115 ‑ 30(1); (ii) sections 124 ‑ 10 and 124 ‑ 15. Incorporated bodies (4) Without limiting this section, it also has effect, in a case covered by subparagraph (3)(a)(iii) (about Subdivision 124 ‑ I), as if each reference in this section to an * ownership interest in a company or trust were a reference to: (a) an interest in an incorporated body; and (b) any rights relating to the body owned by the entity that owns that interest. (5) This section applies, in a case covered by subparagraph (3)(a)(iii) (about Subdivision 124 ‑ I), in relation to rights as a * member of a company incorporated under the Corporations (Aboriginal and Torres Strait Islander) Act 2006 in the same way as it applies in relation to * shares in a company.

Amendment history: Inserted by No 12 of 2012, effective s 4, Sch 2 (items 1–23), Sch 5 and Sch 6 (items 3–6, 11–20, 25, 26, 35–67, 74–83, 94–96, 117–142, 157–178, 183, 200–203, 214–217, 235–240, 248): 21 Mar 2012 (s 2(1) items 1, 3, 5, 6, 10, 14, 18, 19, 27, 31) Sch 6 (item 7): 1 July 2007 (s 2(1) item 7) Sch 6 (item 10): 1 July 2010 (s 2(1) item 9) Sch 6 (items 106–116): 22 Mar 2012 (s 2(1) items 16, 17) Sch 6 (item 143): 22 Jan 2013 (s 2(1) item 20) Sch 6 (items 146–148): never commenced (s 2(1) item 23) Sch 6 (items 179, 181): 3 Oct 2008 (s 2(1) items 28, 30) Sch 6 (item 180): 3 June 2010 (s 2(1) item 29) | Amended by No 133 of 2014, effective s 4, Sch 1 (items 1, 4–29, 37–40) and Sch 2 (items 1–3, 5): 12 Dec 2014 (s 2(1) items 1, 2)

s 124-70 — Events giving rise to a roll ‑ over

(1) You may be able to choose a roll ‑ over if one of these events happens to a * CGT asset (the original asset ) you own: (a) it is compulsorily * acquired by an * Australian government agency; (aa) it is compulsorily acquired by an entity (other than an Australian government agency or a * foreign government agency) under a power of compulsory acquisition conferred by a law covered under subsection (1A); (b) it, or part of it, is lost or destroyed; (c) you * dispose of it to an entity (other than a foreign government agency) in circumstances meeting all of these conditions: (i) the disposal takes place after a notice was served on you by or on behalf of the entity; (ii) the notice invited you to negotiate with the entity with a view to the entity acquiring the asset by agreement; (iii) the notice informed you that if the negotiations were unsuccessful, the asset would be compulsorily acquired by the entity; (iv) the compulsory acquisition would have been under a power of compulsory acquisition conferred by a law covered under subsection (1A); (ca) you dispose of it to an entity (other than a foreign government agency) in circumstances meeting all of these conditions: (i) the asset is land over which a mining lease was compulsorily granted; (ii) the lease significantly affected your use of the land; (iii) the lease was in force just before the disposal; (iv) the entity to which you dispose of the land was the lessee under the lease; (cb) you dispose of it to an entity (other than a foreign government agency) in circumstances meeting all of these conditions: (i) the asset is land over which a mining lease would have been compulsorily granted if you had not disposed of it; (ii) that lease would have significantly affected your use of the land; (iii) the entity to which you dispose of the land would have been the lessee under the lease. (d) if it is a lease granted to you by an * Australian government agency under an * Australian law—the lease expires and is not renewed. Note 1: There are no roll ‑ over consequences if you make a capital loss from the event. Note 2: Section 103 ‑ 25 tells you when you have to make the choice. (1A) A law is covered under this subsection if it is: (a) an * Australian law (other than Chapter 6A of the Corporations Act 2001 ); or (b) a * foreign law (other than a foreign law corresponding to Chapter 6A of the Corporations Act 2001 ). (2) You must receive money or another * CGT asset (except a * car, motor cycle or similar vehicle), or both: (a) as compensation for the event happening; or (b) under an insurance policy against the risk of loss or destruction of the original asset. Note: There are other requirements that must be satisfied if: • you receive money: see section 124 ‑ 75; or • you receive another CGT asset: see section 124 ‑ 80. (3) The requirement in subsection (4) must be satisfied if: (a) you are a foreign resident just before the event happens; or (b) you are the trustee of a trust that is a * foreign trust for CGT purposes for the income year in which the event happens. (4) The original asset must be * taxable Australian property just before the event happens. The other asset must be taxable Australian property just after you * acquire it.

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4)) | Amended by No 114 of 2000, effective Schedule 4 (items 43, 44): 1 July 1998 Remainder: Royal Assent | Amended by No 41 of 2005, effective s. 4, Schedule 1 (items 1–11), Schedule 2 (items 1–9, 11), Schedule 3 (items 17–22), Schedule 6 (items 1–3, 5, 12–15, 17–28), Schedule 7, Schedule 10 (items 36–221, 271–273) and Schedule 11 (items 4, 5): Royal Assent Sch 10 (item 247): 28 Dec 2002 (s 2(1) item 9) Sch 10 (items 248, 259, 260): 24 Oct 2002 (s 2(1) items 10, 14, 15) Sch 10 (items 249, 250–257, 263, 264): 29 June 2002 (s 2(1) items 11, 12, 17) Sch 10 (item 258): 30 June 2000 (s 2(1) item 13) Sch 10 (items 261, 262): 1 July 2000 (s 2(1) item 16) | Amended by No 58 of 2006, effective s. 4, Schedules 1, 2, Schedule 3 (items 1–3, 7), Schedule 4, Schedule 5 (items 1–3) and Schedule 7 (items 51–113, 213–216, 257–263): Royal Assent Sch 7 (items 179–188): 1 July 2004 (s 2(1) item 15) Sch 7 (item 189): 5 July 1999 (s 2(1) item 16) Sch 7 (item 190): 30 June 2000 (s 2(1) item 17) Sch 7 (item 191): 24 Oct 2002 (s 2(1) item 18) Sch 7 (item 192): 30 June 2004 (s 2(1) item 19) Sch 7 (item 193): 22 Dec 1999 (s 2(1) item 20) | Amended by No 168 of 2006, effective Schedule 3 (items 3–5): 13 Dec 2005 Remainder: Royal Assent

s 124-75 — Other requirements if you receive money

(1) If you receive money for the event happening, you can choose to obtain a roll ‑ over only if these other requirements are satisfied. Note: The roll ‑ over consequences are set out in section 124 ‑ 85. (2) You must: (a) incur expenditure in * acquiring another * CGT asset (except a * depreciating asset whose decline in value is worked out under Division 40 or deductions for which are calculated under Division 328); or (b) if part of the original asset is lost or destroyed—incur expenditure of a capital nature in repairing or restoring it. (3) At least some of the expenditure must be incurred: (a) no earlier than one year, or within such further time as the Commissioner allows in special circumstances, before the event happens; or (b) no later than one year, or within such further time as the Commissioner allows in special circumstances, after the end of the income year in which the event happens. Special rules if you acquire another asset (4) If just before the event happened the original asset: (a) was used in your * business; or (b) was * installed ready for use in your business; or (c) was in the process of being * installed ready for use in your business; the other asset must be used in the business, or be installed ready for use in the business, for a reasonable time after you * acquired it. Otherwise, you must use the other asset (for a reasonable time after you * acquired it) for the same purpose as, or for a similar purpose to, the purpose for which you used the original asset just before the event happened. (5) The other asset cannot become an item of your * trading stock just after you * acquire it, nor can it be a * depreciating asset whose decline in value is worked out under Division 40 or deductions for which are calculated under Division 328. (6) The other asset cannot become a * registered emissions unit * held by you just after you * acquire it.

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4)) | Amended by No 114 of 2000, effective Schedule 4 (items 43, 44): 1 July 1998 Remainder: Royal Assent | Amended by No 77 of 2001, effective Sch 2 (items 149–476, 488): 30 June 2001 (s 2(1)) | Amended by No 119 of 2002, effective s 4, Sch 1 (items 2–5, 8), Sch 2 and Sch 3 (item 100): 2 Dec 2002 (s 2(1) items 1, 2, 10) Sch 1 (items 6, 7): ( see Sch 10 (item 242) of Act No. 41, 2005) Sch 3 (items 4–78): 30 June 2001 (s 2(1) items 3–8) | Amended by No 132 of 2011, effective Sch 2 (items 4–71): 2 Apr 2012 (s 2(1) item 5) Sch 2 (items 74–77): never commenced (s 2(1) item 6 (rep by 83, 2014, Sch 3 item 1))

s 124-80 — Other requirements if you receive an asset

(1) If you receive another * CGT asset for the event happening, you can choose to obtain a roll ‑ over only if these other requirements are satisfied. Note: The roll ‑ over consequences are set out in section 124 ‑ 90. (2) The other asset cannot become an item of your * trading stock just after you * acquire it, nor can it be a * depreciating asset whose decline in value is worked out under Division 40 or deductions for which are calculated under Division 328 nor can it be a * registered emissions unit. (3) The * market value of the other asset (when you * acquire it) must be more than the * cost base of the original asset just before the event happens.

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4)) | Amended by No 176 of 1999, effective Sch 3: 1 July 2000 (s 2(9)) | Amended by No 114 of 2000, effective Schedule 4 (items 43, 44): 1 July 1998 Remainder: Royal Assent | Amended by No 77 of 2001, effective Sch 2 (items 149–476, 488): 30 June 2001 (s 2(1)) | Amended by No 119 of 2002, effective s 4, Sch 1 (items 2–5, 8), Sch 2 and Sch 3 (item 100): 2 Dec 2002 (s 2(1) items 1, 2, 10) Sch 1 (items 6, 7): ( see Sch 10 (item 242) of Act No. 41, 2005) Sch 3 (items 4–78): 30 June 2001 (s 2(1) items 3–8) | Amended by No 132 of 2011, effective Sch 2 (items 4–71): 2 Apr 2012 (s 2(1) item 5) Sch 2 (items 74–77): never commenced (s 2(1) item 6 (rep by 83, 2014, Sch 3 item 1))

s 124-85 — Consequences for receiving money

(1) If you receive money for the event happening, there are these consequences if you choose to obtain a roll ‑ over. Original asset acquired on or after 20 September 1985 (2) If you make a * capital gain from the event, this table sets out in what situations the gain is reduced, not reduced or disregarded. It also sets out in what situations the expenditure you incurred to * acquire another * CGT asset or to repair or restore the original asset is reduced. You make a capital gain from the event Item In this situation: There are these consequences 1 The money exceeds the expenditure you incurred to * acquire another CGT asset or to repair or restore the original asset If the gain is more than the excess: (a) the gain is reduced to the amount by which the money exceeds that expenditure; and (b) that expenditure is reduced by the amount by which the gain (before it is reduced) is more than the excess 2 The money exceeds that expenditure If the gain is less than or equal to the excess, the gain is not reduced 3 The money does not exceed that expenditure The gain is disregarded in working out your * net capital gain or * net capital loss for the income year. That expenditure is reduced by the amount of the gain Example: In 1999 Simon bought a small factory. In 2000 a fire destroys part of it. He receives $100,000 under an insurance policy. The capital gain is worked out under section 112 ‑ 30. Suppose the factory’s cost base at the time of the fire is $75,000 and the market value of the part that is not destroyed is $150,000. The cost base of the part that is destroyed is: The capital gain is: Case 1 Suppose Simon spent $80,000 on repairing the factory. The money he received under the insurance policy exceeds the repair cost by $20,000. The gain exceeds that by $50,000. The result is that the gain is reduced to $20,000 and the $80,000 he spent on repairs is reduced to $30,000. Case 2 Suppose Simon spent $15,000 on repairs instead. The money he received under the policy exceeds that amount by $85,000. This is more than the gain he made. The gain is relevant to working out Simon’s net capital gain or loss for the income year and the $15,000 he spent on repairs forms part of the factory’s cost base. Case 3 Suppose Simon spent $120,000 on repairs instead. The gain is disregarded and the $120,000 is reduced to $50,000. Original asset acquired before 20 September 1985 (3) If you * acquired the original asset before 20 September 1985 and you incurred expenditure in acquiring another * CGT asset, you are taken to have acquired the other asset before that day if: (a) the expenditure is not more than 120% of the * market value of the original asset when the event happened; or (b) a natural disaster happened so that the original asset, or part of it, is lost or destroyed and it is reasonable to treat the other asset as substantially the same as the original asset. (4) If you * acquired the original asset before 20 September 1985 and you incurred expenditure of a capital nature in repairing or restoring it, you are taken to have acquired the original asset (as repaired or restored) before that day.

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4)) | Amended by No 176 of 1999, effective Sch 3: 1 July 2000 (s 2(9)) | Amended by No 77 of 2001, effective Sch 2 (items 149–476, 488): 30 June 2001 (s 2(1)) | Amended by No 41 of 2005, effective s. 4, Schedule 1 (items 1–11), Schedule 2 (items 1–9, 11), Schedule 3 (items 17–22), Schedule 6 (items 1–3, 5, 12–15, 17–28), Schedule 7, Schedule 10 (items 36–221, 271–273) and Schedule 11 (items 4, 5): Royal Assent Sch 10 (item 247): 28 Dec 2002 (s 2(1) item 9) Sch 10 (items 248, 259, 260): 24 Oct 2002 (s 2(1) items 10, 14, 15) Sch 10 (items 249, 250–257, 263, 264): 29 June 2002 (s 2(1) items 11, 12, 17) Sch 10 (item 258): 30 June 2000 (s 2(1) item 13) Sch 10 (items 261, 262): 1 July 2000 (s 2(1) item 16)

s 124-90 — Consequences for receiving an asset

(1) If you receive another * CGT asset for the event happening, there are these consequences if you choose to obtain a roll ‑ over. (2) A * capital gain you make from the original asset is disregarded. (3) If you * acquired the original asset on or after 20 September 1985: (a) the first element of the other asset’s * cost base is the original asset’s cost base at the time of the event; and (b) the first element of the other asset’s * reduced cost base is the original asset’s reduced cost base at the time of the event. Note: There are special indexation rules for roll ‑ overs: see Division 114. Example: Steven bought land in 1999 for $100,000. In 2001 the government compulsorily acquires the land and gives him new land in return. A capital gain he makes from the original land is disregarded. Suppose the original land’s cost base when it is acquired is $120,000. The first element of the new land’s cost base becomes $120,000. (4) If you acquired the original asset before 20 September 1985, you are taken to have * acquired the other asset before that day.

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4))

s 124-95 — You receive both money and an asset

(1) If you receive both money and another * CGT asset for the event happening and choose to obtain a roll ‑ over, the requirements and consequences are different for each part of the compensation attributable to the original asset (having regard to the amount of money and the * market value of the other asset). The other asset as a part of compensation (2) The * market value of the other asset (when you * acquire it) must be more than that part of the * cost base of the original asset that is attributable to the new asset. Note: This requirement is different to that in subsection 124 ‑ 80(3). It requires a proportional attribution of the cost base of the original asset. (3) If you * acquired the original asset on or after 20 September 1985: (a) the first element of the other asset’s * cost base is that part of the original asset’s cost base at the time of the event that is attributable to the new asset; and (b) the first element of the other asset’s * reduced cost base is worked out similarly. Note: These consequences are different to those in subsection 124 ‑ 90(3). They require a proportional attribution of the cost base of the original asset. (4) If you * acquired the original asset before 20 September 1985, you are taken to have acquired the new asset before that day. Money as a part of compensation (5) If you make a * capital gain from the event, this table sets out in what situations that part of the gain on the original asset that is attributable to the amount of money you received is reduced, not reduced or disregarded. It also sets out in what situations the expenditure you incurred to * acquire another * CGT asset or to repair or restore the original asset is reduced. You make a capital gain from the event Item In this situation: There are these consequences 1 The money exceeds the expenditure you incurred to * acquire another CGT asset or to repair or restore the original asset If that part of the gain that is attributable to the amount of money is more than the excess: (a) that part of the gain is reduced to the amount by which the money exceeds that expenditure; and (b) that expenditure is reduced by the amount by which that part of the gain (before it is reduced) is more than the excess 2 The money exceeds that expenditure If that part of the gain that is attributable to the amount of money is less than or equal to the excess, the gain is not reduced 3 The money does not exceed that expenditure That part of the gain that is attributable to the amount of money is disregarded in working out your * net capital gain or * net capital loss for the income year. That expenditure is reduced by the amount of that part of the gain Note: These consequences are different to those in subsection 124 ‑ 85(2). They require a proportional attribution of capital gain on the original asset. (6) If you * acquired the original asset before 20 September 1985 and you incurred expenditure in acquiring another * CGT asset, you are taken to have acquired the other asset before that day if: (a) the expenditure you incurred in acquiring the other asset is not more than 120% of the * market value of that part of the original asset that is attributable to the other asset when the event happened; or (b) a natural disaster happened so that the original asset, or part of it, is lost or destroyed and it is reasonable to treat the other asset as substantially the same as that part of the original asset that is attributable to the new asset. Note 1: The consequences in paragraph (6)(a) are different to those in paragraph 124 ‑ 85(3)(a). They require a proportional attribution of the market value of the original asset. Note 2: The consequences in paragraph (6)(b) are different to those in paragraph 124 ‑ 85(3)(b). They require a proportional attribution of the original asset. Example: Kris owns land, which he acquired in 1998. It is compulsorily acquired, and Kris receives $80,000 in cash and replacement land with a market value of $80,000. The cost base of the original land is $150,000. Kris buys additional land for $80,000. Subsection (2) is satisfied because the market value of the replacement land ($80,000) is more than the part of the cost base of the original land that is attributable to the replacement land: Applying subsection (5), the other part of the gain is disregarded, and the first element of the cost base of the replacement land is the part of the cost base of the original land that is attributable to the replacement land: Applying subsection (3), the money he received ($80,000) is the same as the expenditure he incurred to buy the additional land. Item 3 in the table applies. The part of the gain that is attributable to that money is disregarded: The expenditure is reduced by $5,000.

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4)) | Amended by No 176 of 1999, effective Sch 3: 1 July 2000 (s 2(9))

s 124-140 — New statutory licences

(1) There is a roll ‑ over if: (a) your ownership of one or more * statutory licences (each of which is an original licence ) ends, resulting in * CGT event C2 happening to the licence (or to each of the licences as part of an * arrangement); and (b) as a result of the CGT event or events, you are issued one or more new licences (each of which is a new licence ) for the original licence (or original licences); and (c) the new licence authorises (or the new licences taken together authorise) substantially similar activity as that authorised by the original licence (or by the original licences taken together). Note 1: If there has been a capital improvement to the original licence: see section 108 ‑ 75. Note 2: Subdivision 124 ‑ C of the Income Tax (Transitional Provisions) Act 1997 modifies this roll ‑ over for certain water ‑ related licences. A separate roll ‑ over for other water entitlements is provided in Subdivision 124 ‑ R of this Act. (1A) If: (a) you are a foreign resident just before the * CGT event happens (or just before one or more of the CGT events happens); or (b) you are the trustee of a trust that is a * foreign trust for CGT purposes for the income year in which the event happens (or for an income year in which one or more of those events happens); there is no roll ‑ over under this section unless the conditions in subsection (1B) are satisfied. (1B) The conditions are that: (a) if there was only one original licence—the licence must be * taxable Australian property just before the * CGT event happens; and (b) if there was more than one original licence—each original licence must be taxable Australian property just before the CGT event in relation to it happens; and (c) if there is only one new licence—the licence must be taxable Australian property just after you * acquire it; and (d) if there is more than one new licence—each new licence must be taxable Australian property just after you acquire it. (2) The first element of the * cost base and * reduced cost base of the new licence includes any amount you paid to get it (which can include giving property: see section 103 ‑ 5). (3) A statutory licence is an authority, licence, permit or quota (except a lease or a * mining entitlement or * prospecting entitlement) granted by: (a) an * Australian government agency under an * Australian law; or (b) a * foreign government agency under a * foreign law.

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4)) | Amended by No 173 of 2000, effective s 4, Sch 1, Sch 3 (items 1–15, 17), Sch 4 (items 6–45, 47–49, 51–59, 65(1), (3)) and Sch 6: 21 Dec 2000 (s 2(1)) Sch 4 (items 46, 50): 1 July 1998 (s 2(3)) Sch 5: 31 May 2000 (s 2(4)) | Amended by No 164 of 2007, effective s. 4, Schedule 1 (items 1–24, 36–67, 71), Schedules 2–6, Schedule 7 (items 1–3, 5–12, 14), Schedule 8 (items 6–13), Schedule 9 and Schedule 10 (items 1, 7–25, 91, 92): Royal Assent Schedule 10 (items 57–88): 1 July 2010 Sch 12 (items 72–87): 27 Sept 2007 (s 2(1) item 9) | Amended by No 88 of 2009, effective s. 4, Schedule 3 (items 1, 5–23), Schedule 4 (items 2–5) and Schedule 5 (items 113–204, 237, 238, 258, 282, 319–341, 344): 18 Sept 2009 Schedule 2 (items 4–15, 25–27, 30, 31): 1 Oct 2009 Schedule 2 (item 23): 1 Jan 2010 | Amended by No 136 of 2010, effective s. 4, Schedule 2, Schedule 3 (items 95, 135–149), Schedule 4, Schedule 6 (items 2–4, 6, 7) and Schedule 7 (items 1, 2, 4): Royal Assent Sch 3 (items 3–94, 96–130): 26 Mar 2009 (s 2(1) items 3, 5) Sch 3 (item 131): 1 July 2010 (s 2(1) item 6) Sch 6 (items 1, 5): 1 Apr 2010 (s 2(1) items 11, 13)

s 124-145 — Rollover consequences—capital gain or loss disregarded

A * capital gain or * capital loss you make from the original licence (or from each of the original licences) is disregarded.

Amendment history: Inserted by No 164 of 2007, effective s. 4, Schedule 1 (items 1–24, 36–67, 71), Schedules 2–6, Schedule 7 (items 1–3, 5–12, 14), Schedule 8 (items 6–13), Schedule 9 and Schedule 10 (items 1, 7–25, 91, 92): Royal Assent Schedule 10 (items 57–88): 1 July 2010 Sch 12 (items 72–87): 27 Sept 2007 (s 2(1) item 9)

s 124-150 — Rollover consequences—partial roll ‑ over

(1) You can obtain only a partial roll ‑ over in relation to an original licence if the * capital proceeds for that licence includes something (the ineligible proceeds ) other than a new licence or new licences. There is no roll ‑ over for that part (the ineligible part ) of the licence for which you received the ineligible proceeds. Note: If there is more than one original licence, some or all of those original licences may each have an ineligible part. (2) The * cost base of the ineligible part is that part of the cost base of the original licence as is reasonably attributable to the ineligible part. (3) The * reduced cost base of the ineligible part is that part of the reduced cost base of the original licence as is reasonably attributable to the ineligible part. (4) For the purposes of sections 124 ‑ 155 and 124 ‑ 165, for each original licence that has an ineligible part: (a) reduce the * cost base of that licence (just before the * CGT event that happened in relation to it) by so much of that cost base as is attributable to that ineligible part; and (b) reduce the * reduced cost base of that licence (just before the CGT event that happened in relation to it) by so much of that reduced cost base as is attributable to that ineligible part.

Amendment history: Inserted by No 164 of 2007, effective s. 4, Schedule 1 (items 1–24, 36–67, 71), Schedules 2–6, Schedule 7 (items 1–3, 5–12, 14), Schedule 8 (items 6–13), Schedule 9 and Schedule 10 (items 1, 7–25, 91, 92): Royal Assent Schedule 10 (items 57–88): 1 July 2010 Sch 12 (items 72–87): 27 Sept 2007 (s 2(1) item 9)

s 124-155 — Roll ‑ over consequences—all original licences were post ‑ CGT

(1) This section applies if you * acquired the original licence (or all of the original licences) on or after 20 September 1985. (2) The first element of the * cost base of the new licence (or of each of the new licences) is such amount as is reasonable having regard to: (a) the total of the cost bases of all the original licences; and (b) the number, * market value and character of the original licences; and (c) the number, market value and character of the new licences. (3) The first element of the * reduced cost base of the new licence (or of each of the new licences) is such amount as is reasonable having regard to: (a) the total of the reduced cost bases of all the original licences; and (b) the number, * market value and character of the original licences; and (c) the number, market value and character of the new licences.

Amendment history: Inserted by No 164 of 2007, effective s. 4, Schedule 1 (items 1–24, 36–67, 71), Schedules 2–6, Schedule 7 (items 1–3, 5–12, 14), Schedule 8 (items 6–13), Schedule 9 and Schedule 10 (items 1, 7–25, 91, 92): Royal Assent Schedule 10 (items 57–88): 1 July 2010 Sch 12 (items 72–87): 27 Sept 2007 (s 2(1) item 9)

s 124-160 — Roll ‑ over consequences—all original licences were pre ‑ CGT

If you * acquired the original licence (or all of the original licences) before 20 September 1985, you are taken to have acquired the new licence (or all of the new licences) before that day.

Amendment history: Inserted by No 164 of 2007, effective s. 4, Schedule 1 (items 1–24, 36–67, 71), Schedules 2–6, Schedule 7 (items 1–3, 5–12, 14), Schedule 8 (items 6–13), Schedule 9 and Schedule 10 (items 1, 7–25, 91, 92): Royal Assent Schedule 10 (items 57–88): 1 July 2010 Sch 12 (items 72–87): 27 Sept 2007 (s 2(1) item 9)

s 124-165 — Roll ‑ over consequences—some original licences were pre ‑ CGT, others were post ‑ CGT

(1) This section applies if: (a) there was more than one original licence; and (b) you * acquired one or more of the original licences before 20 September 1985; and (c) you acquired one or more of the original licences on or after that day. (2) Each new licence is taken to be 2 separate * CGT assets that are both * statutory licences: (a) one (which you are taken to have * acquired on or after 20 September 1985) representing the extent to which you acquired the original licences on or after that day; and (b) another (which you are taken to have acquired before that day) representing the extent to which you acquired the original licences before that day. (3) The first element of the * cost base and * reduced cost base of the * CGT asset mentioned in paragraph (2)(a) in relation to a new licence is worked out under the formula: where: market value of all new licences is the total of the * market values of all of the new licences. market value of new licence is the * market value of the new licence to which the * CGT asset mentioned in paragraph (2)(a) relates. total post ‑ CGT cost base is the total of the * cost bases of all the original licences that you * acquired on or after 20 September 1985.

Amendment history: Inserted by No 164 of 2007, effective s. 4, Schedule 1 (items 1–24, 36–67, 71), Schedules 2–6, Schedule 7 (items 1–3, 5–12, 14), Schedule 8 (items 6–13), Schedule 9 and Schedule 10 (items 1, 7–25, 91, 92): Royal Assent Schedule 10 (items 57–88): 1 July 2010 Sch 12 (items 72–87): 27 Sept 2007 (s 2(1) item 9)

s 124-190 — Strata title conversion

(1) You can choose to obtain a roll ‑ over if: (a) you own property that gives you a right to occupy a unit in a building; and (b) the building’s owner subdivides it into * stratum units; and (c) the owner transfers to you the stratum unit that corresponds to the unit you had the right to occupy just before the subdivision. Note 1: The roll ‑ over consequences are set out in section 124 ‑ 10. The original asset is the property that gave you the right to occupy a unit in the building. The new asset is the stratum unit. Note 2: Section 103 ‑ 25 tells you when you have to make the choice. (2) The first element of the * cost base and * reduced cost base of the * stratum unit includes any amount you paid to get it (which can include giving property: see section 103 ‑ 5). Note: The rest of the first element is worked out under Subdivision 124 ‑ A. (3) A stratum unit is a lot or unit (however described in an * Australian law or a * foreign law relating to strata title or similar title) and any accompanying common property.

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4))

s 124-240 — Exchange of shares in the same company

You can choose to obtain a roll ‑ over if: (a) you own * shares (the original shares ) of a certain class in a company; and (b) the company redeems or cancels all shares of that class; and (c) the company issues you with new shares (and you receive nothing else) in substitution for the original shares; and (d) the * market value of the new shares just after they were issued is at least equal to the market value of the original shares just before they were redeemed or cancelled; and (e) the * paid ‑ up share capital of the company just after the new shares were issued is the same as just before the original shares were redeemed or cancelled; and (f) one of these requirements is satisfied: (i) you are an Australian resident at the time of the redemption or cancellation; or (ii) if you are a foreign resident at that time—the original shares were * taxable Australian property just before that time and the new shares are taxable Australian property when they are issued. Note 1: The roll ‑ over consequences are set out in Subdivision 124 ‑ A. The original assets are the original shares. The new assets are the new shares. Note 2: Section 103 ‑ 25 tells you when you have to make the choice.

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4)) | Amended by No 63 of 1998, effective Sch 6: 1 July 1998 (s 2(3)(a)) | Amended by No 41 of 2005, effective s. 4, Schedule 1 (items 1–11), Schedule 2 (items 1–9, 11), Schedule 3 (items 17–22), Schedule 6 (items 1–3, 5, 12–15, 17–28), Schedule 7, Schedule 10 (items 36–221, 271–273) and Schedule 11 (items 4, 5): Royal Assent Sch 10 (item 247): 28 Dec 2002 (s 2(1) item 9) Sch 10 (items 248, 259, 260): 24 Oct 2002 (s 2(1) items 10, 14, 15) Sch 10 (items 249, 250–257, 263, 264): 29 June 2002 (s 2(1) items 11, 12, 17) Sch 10 (item 258): 30 June 2000 (s 2(1) item 13) Sch 10 (items 261, 262): 1 July 2000 (s 2(1) item 16) | Amended by No 58 of 2006, effective s. 4, Schedules 1, 2, Schedule 3 (items 1–3, 7), Schedule 4, Schedule 5 (items 1–3) and Schedule 7 (items 51–113, 213–216, 257–263): Royal Assent Sch 7 (items 179–188): 1 July 2004 (s 2(1) item 15) Sch 7 (item 189): 5 July 1999 (s 2(1) item 16) Sch 7 (item 190): 30 June 2000 (s 2(1) item 17) Sch 7 (item 191): 24 Oct 2002 (s 2(1) item 18) Sch 7 (item 192): 30 June 2004 (s 2(1) item 19) Sch 7 (item 193): 22 Dec 1999 (s 2(1) item 20) | Amended by No 168 of 2006, effective Schedule 3 (items 3–5): 13 Dec 2005 Remainder: Royal Assent

s 124-245 — Exchange of units in the same unit trust

You can choose to obtain a roll ‑ over if: (a) you own units (the original units ) of a certain class in a unit trust; and (b) the trustee redeems or cancels all units of that class; and (c) the trustee issues you with new units (and you receive nothing else) in substitution for the original units; and (d) the * market value of the new units just after they were issued is at least equal to the market value of the original units just before they were redeemed or cancelled; and (e) one of these requirements is satisfied: (i) you are an Australian resident at the time of the redemption or cancellation; or (ii) if you are a foreign resident at that time—the original units were * taxable Australian property just before that time and the new units are taxable Australian property when they are issued. Note: The roll ‑ over consequences are set out in Subdivision 124 ‑ A. The original assets are the original units. The new assets are the new units.

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4)) | Amended by No 41 of 2005, effective s. 4, Schedule 1 (items 1–11), Schedule 2 (items 1–9, 11), Schedule 3 (items 17–22), Schedule 6 (items 1–3, 5, 12–15, 17–28), Schedule 7, Schedule 10 (items 36–221, 271–273) and Schedule 11 (items 4, 5): Royal Assent Sch 10 (item 247): 28 Dec 2002 (s 2(1) item 9) Sch 10 (items 248, 259, 260): 24 Oct 2002 (s 2(1) items 10, 14, 15) Sch 10 (items 249, 250–257, 263, 264): 29 June 2002 (s 2(1) items 11, 12, 17) Sch 10 (item 258): 30 June 2000 (s 2(1) item 13) Sch 10 (items 261, 262): 1 July 2000 (s 2(1) item 16) | Amended by No 58 of 2006, effective s. 4, Schedules 1, 2, Schedule 3 (items 1–3, 7), Schedule 4, Schedule 5 (items 1–3) and Schedule 7 (items 51–113, 213–216, 257–263): Royal Assent Sch 7 (items 179–188): 1 July 2004 (s 2(1) item 15) Sch 7 (item 189): 5 July 1999 (s 2(1) item 16) Sch 7 (item 190): 30 June 2000 (s 2(1) item 17) Sch 7 (item 191): 24 Oct 2002 (s 2(1) item 18) Sch 7 (item 192): 30 June 2004 (s 2(1) item 19) Sch 7 (item 193): 22 Dec 1999 (s 2(1) item 20) | Amended by No 168 of 2006, effective Schedule 3 (items 3–5): 13 Dec 2005 Remainder: Royal Assent

s 124-295 — Exchange of rights or option to acquire shares in a company

(1) You can choose to obtain a roll ‑ over if: (a) you own rights (the original rights ) to * acquire * shares in a company or to acquire an option to acquire * shares in a company; or (b) you own an option (the original option ) to acquire * shares in a company; and these other requirements are satisfied. Note: Section 103 ‑ 25 tells you when you have to make the choice. (2) The * shares must: (a) be consolidated and divided into new shares of a larger amount; or (b) be subdivided into new shares of a smaller amount. (3) The company must cancel the original rights or original option because of the consolidation or subdivision. (4) The company must: (a) issue you with new rights (relating to the new * shares) in substitution for the original rights; or (b) issue you with a new option (relating to the new shares) in substitution for the original option. (5) You must receive nothing else in substitution for the original rights or original option. (6) The * market value of the new rights or new option just after it was issued must be at least equal to the market value of the original rights or original option just before it was cancelled. (7) One of these requirements must be satisfied: (a) you must be an Australian resident at the time of the cancellation; or (b) if you are a foreign resident at that time: (i) the original rights or original option were * taxable Australian property just before that time; and (ii) the new rights or new option are taxable Australian property when they are issued. Note: The roll ‑ over consequences are set out in Subdivision 124 ‑ A. The original asset is the original rights or original option. The new asset is the new rights or new option.

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4)) | Amended by No 41 of 2005, effective s. 4, Schedule 1 (items 1–11), Schedule 2 (items 1–9, 11), Schedule 3 (items 17–22), Schedule 6 (items 1–3, 5, 12–15, 17–28), Schedule 7, Schedule 10 (items 36–221, 271–273) and Schedule 11 (items 4, 5): Royal Assent Sch 10 (item 247): 28 Dec 2002 (s 2(1) item 9) Sch 10 (items 248, 259, 260): 24 Oct 2002 (s 2(1) items 10, 14, 15) Sch 10 (items 249, 250–257, 263, 264): 29 June 2002 (s 2(1) items 11, 12, 17) Sch 10 (item 258): 30 June 2000 (s 2(1) item 13) Sch 10 (items 261, 262): 1 July 2000 (s 2(1) item 16) | Amended by No 58 of 2006, effective s. 4, Schedules 1, 2, Schedule 3 (items 1–3, 7), Schedule 4, Schedule 5 (items 1–3) and Schedule 7 (items 51–113, 213–216, 257–263): Royal Assent Sch 7 (items 179–188): 1 July 2004 (s 2(1) item 15) Sch 7 (item 189): 5 July 1999 (s 2(1) item 16) Sch 7 (item 190): 30 June 2000 (s 2(1) item 17) Sch 7 (item 191): 24 Oct 2002 (s 2(1) item 18) Sch 7 (item 192): 30 June 2004 (s 2(1) item 19) Sch 7 (item 193): 22 Dec 1999 (s 2(1) item 20) | Amended by No 168 of 2006, effective Schedule 3 (items 3–5): 13 Dec 2005 Remainder: Royal Assent

s 124-300 — Exchange of rights or option to acquire units in a unit trust

(1) You can choose to obtain a roll ‑ over if: (a) you own rights (the original rights ) to * acquire units in a unit trust or to acquire an option to acquire units in a unit trust; or (b) you own an option (the original option ) to acquire units in a unit trust; and these other requirements are satisfied. Note: Section 103 ‑ 25 tells you when you have to make the choice. (2) The units must: (a) be consolidated and divided into new units of a larger amount; or (b) be subdivided into new units of a smaller amount. (3) The trustee must cancel the original rights or original option because of the consolidation or subdivision. (4) The trustee must: (a) issue you with new rights (relating to the new units) in substitution for the original rights; or (b) issue you with a new option (relating to the new units) in substitution for the original option. (5) You must receive nothing else in substitution for the original rights or original option. (6) The * market value of the new rights or new option just after it was issued must be at least equal to the market value of the original rights or original option just before it was cancelled. (7) One of these requirements must be satisfied: (a) you must be an Australian resident at the time of the cancellation; or (b) if you are a foreign resident at that time: (i) the original rights or original option were * taxable Australian property just before that time; and (ii) the new rights or new option are taxable Australian property when they are issued. Note: The roll ‑ over consequences are set out in Subdivision 124 ‑ A. The original asset is the original rights or original option. The new asset is the new rights or new option.

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4)) | Amended by No 41 of 2005, effective s. 4, Schedule 1 (items 1–11), Schedule 2 (items 1–9, 11), Schedule 3 (items 17–22), Schedule 6 (items 1–3, 5, 12–15, 17–28), Schedule 7, Schedule 10 (items 36–221, 271–273) and Schedule 11 (items 4, 5): Royal Assent Sch 10 (item 247): 28 Dec 2002 (s 2(1) item 9) Sch 10 (items 248, 259, 260): 24 Oct 2002 (s 2(1) items 10, 14, 15) Sch 10 (items 249, 250–257, 263, 264): 29 June 2002 (s 2(1) items 11, 12, 17) Sch 10 (item 258): 30 June 2000 (s 2(1) item 13) Sch 10 (items 261, 262): 1 July 2000 (s 2(1) item 16) | Amended by No 58 of 2006, effective s. 4, Schedules 1, 2, Schedule 3 (items 1–3, 7), Schedule 4, Schedule 5 (items 1–3) and Schedule 7 (items 51–113, 213–216, 257–263): Royal Assent Sch 7 (items 179–188): 1 July 2004 (s 2(1) item 15) Sch 7 (item 189): 5 July 1999 (s 2(1) item 16) Sch 7 (item 190): 30 June 2000 (s 2(1) item 17) Sch 7 (item 191): 24 Oct 2002 (s 2(1) item 18) Sch 7 (item 192): 30 June 2004 (s 2(1) item 19) Sch 7 (item 193): 22 Dec 1999 (s 2(1) item 20) | Amended by No 168 of 2006, effective Schedule 3 (items 3–5): 13 Dec 2005 Remainder: Royal Assent

s 124-510 — What this Subdivision is about

Roll ‑ over relief is available for members of a body that is incorporated under one law and is converted to, or replaced with, a body incorporated under another law. Table of sections Object of this Subdivision 124 ‑ 515 Object of this Subdivision Change of incorporation without change of entity 124 ‑ 520 Change of incorporation without change of entity Old corporation wound up 124 ‑ 525 Old corporation wound up Special consequences of some roll ‑ overs 124 ‑ 530 Shares in company replacing pre ‑ CGT and post ‑ CGT mix of interest and rights in body 124 ‑ 535 Rights as member of Indigenous corporation replacing pre ‑ CGT and post ‑ CGT mix of interest and rights in body

Amendment history: Inserted by No 12 of 2012, effective s 4, Sch 2 (items 1–23), Sch 5 and Sch 6 (items 3–6, 11–20, 25, 26, 35–67, 74–83, 94–96, 117–142, 157–178, 183, 200–203, 214–217, 235–240, 248): 21 Mar 2012 (s 2(1) items 1, 3, 5, 6, 10, 14, 18, 19, 27, 31) Sch 6 (item 7): 1 July 2007 (s 2(1) item 7) Sch 6 (item 10): 1 July 2010 (s 2(1) item 9) Sch 6 (items 106–116): 22 Mar 2012 (s 2(1) items 16, 17) Sch 6 (item 143): 22 Jan 2013 (s 2(1) item 20) Sch 6 (items 146–148): never commenced (s 2(1) item 23) Sch 6 (items 179, 181): 3 Oct 2008 (s 2(1) items 28, 30) Sch 6 (item 180): 3 June 2010 (s 2(1) item 29)

s 124-515 — Object of this Subdivision

The object of this Subdivision is to ensure that CGT considerations for * members of a body incorporated under a law do not impede a change of incorporation involving converting the body to, or replacing it with, a company incorporated under: (a) the Corporations Act 2001 or a similar * foreign law; or (b) the Corporations (Aboriginal and Torres Strait Islander) Act 2006 . Note: Subdivision 620 ‑ A provides a roll ‑ over for the assets of the body.

Amendment history: Inserted by No 12 of 2012, effective s 4, Sch 2 (items 1–23), Sch 5 and Sch 6 (items 3–6, 11–20, 25, 26, 35–67, 74–83, 94–96, 117–142, 157–178, 183, 200–203, 214–217, 235–240, 248): 21 Mar 2012 (s 2(1) items 1, 3, 5, 6, 10, 14, 18, 19, 27, 31) Sch 6 (item 7): 1 July 2007 (s 2(1) item 7) Sch 6 (item 10): 1 July 2010 (s 2(1) item 9) Sch 6 (items 106–116): 22 Mar 2012 (s 2(1) items 16, 17) Sch 6 (item 143): 22 Jan 2013 (s 2(1) item 20) Sch 6 (items 146–148): never commenced (s 2(1) item 23) Sch 6 (items 179, 181): 3 Oct 2008 (s 2(1) items 28, 30) Sch 6 (item 180): 3 June 2010 (s 2(1) item 29)

s 124-520 — Change of incorporation without change of entity

(1) This section applies if: (a) you are a * member of a body incorporated under a law described in column 1 of an item of the table; and (b) the body is converted into a company incorporated under a law described in column 2 of the item, without creating a new legal entity; and (c) it is reasonable to conclude that there is no significant difference: (i) between the ownership of the body, and of rights relating to the body held by entities that owned the body, just before the conversion and the ownership of the company just after the conversion; or (ii) between the mix of ownership of the body, and of rights relating to the body held by entities that owned the body, just before the conversion and the mix of ownership of the company just after the conversion. Note: See section 124 ‑ 20 if an entity uses a share or interest sale facility. Laws the body and company are incorporated under Column 1 Body incorporated under this law Column 2 Company incorporated under this law 1 A law other than the Corporations Act 2001 and a similar * foreign law relating to companies The Corporations Act 2001 or a similar foreign law relating to companies 2 A law other than the Corporations (Aboriginal and Torres Strait Islander) Act 2006 The Corporations (Aboriginal and Torres Strait Islander) Act 2006 (2) You can choose to obtain a roll ‑ over if: (a) as a result of the conversion you are issued with * shares in the company and you receive nothing else; and (b) either you are an Australian resident at the time of the conversion or, if you are a foreign resident at that time: (i) each of your interest and your other rights (if any) relating to the body was * taxable Australian property just before that time; and (ii) the shares are taxable Australian property when they are issued. Note 1: The roll ‑ over consequences are set out in Subdivision 124 ‑ A and section 124 ‑ 530. Note 2: Section 103 ‑ 25 tells you when you have to make the choice. (3) If the company is incorporated under the Corporations (Aboriginal and Torres Strait Islander) Act 2006 , subsection (2) applies in relation to rights as a * member of the company in the same way as that subsection applies to * shares in a company. Note: This may allow you to choose to obtain a roll ‑ over. The roll ‑ over consequences are set out in Subdivision 124 ‑ A and section 124 ‑ 535. Exception for demutualisation of certain bodies (4) This section does not apply to demutualisation of a body if Division 326 in Schedule 2H to the Income Tax Assessment Act 1936 applies to the demutualisation. Note: That Division deals with demutualisation of entities other than insurance companies and health insurers.

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4)) | Amended by No 103 of 1999, effective 16 July 1999 | Amended by No 55 of 2001, effective s 4–14 and Sch 3 (items 264–275): 15 July 2001 (s 2(1), (3)) | Amended by No 41 of 2005, effective s. 4, Schedule 1 (items 1–11), Schedule 2 (items 1–9, 11), Schedule 3 (items 17–22), Schedule 6 (items 1–3, 5, 12–15, 17–28), Schedule 7, Schedule 10 (items 36–221, 271–273) and Schedule 11 (items 4, 5): Royal Assent Sch 10 (item 247): 28 Dec 2002 (s 2(1) item 9) Sch 10 (items 248, 259, 260): 24 Oct 2002 (s 2(1) items 10, 14, 15) Sch 10 (items 249, 250–257, 263, 264): 29 June 2002 (s 2(1) items 11, 12, 17) Sch 10 (item 258): 30 June 2000 (s 2(1) item 13) Sch 10 (items 261, 262): 1 July 2000 (s 2(1) item 16) | Amended by No 58 of 2006, effective s. 4, Schedules 1, 2, Schedule 3 (items 1–3, 7), Schedule 4, Schedule 5 (items 1–3) and Schedule 7 (items 51–113, 213–216, 257–263): Royal Assent Sch 7 (items 179–188): 1 July 2004 (s 2(1) item 15) Sch 7 (item 189): 5 July 1999 (s 2(1) item 16) Sch 7 (item 190): 30 June 2000 (s 2(1) item 17) Sch 7 (item 191): 24 Oct 2002 (s 2(1) item 18) Sch 7 (item 192): 30 June 2004 (s 2(1) item 19) Sch 7 (item 193): 22 Dec 1999 (s 2(1) item 20) | Amended by No 168 of 2006, effective Schedule 3 (items 3–5): 13 Dec 2005 Remainder: Royal Assent | Repealed and substituted by No 12 of 2012, effective s 4, Sch 2 (items 1–23), Sch 5 and Sch 6 (items 3–6, 11–20, 25, 26, 35–67, 74–83, 94–96, 117–142, 157–178, 183, 200–203, 214–217, 235–240, 248): 21 Mar 2012 (s 2(1) items 1, 3, 5, 6, 10, 14, 18, 19, 27, 31) Sch 6 (item 7): 1 July 2007 (s 2(1) item 7) Sch 6 (item 10): 1 July 2010 (s 2(1) item 9) Sch 6 (items 106–116): 22 Mar 2012 (s 2(1) items 16, 17) Sch 6 (item 143): 22 Jan 2013 (s 2(1) item 20) Sch 6 (items 146–148): never commenced (s 2(1) item 23) Sch 6 (items 179, 181): 3 Oct 2008 (s 2(1) items 28, 30) Sch 6 (item 180): 3 June 2010 (s 2(1) item 29)

s 124-525 — Old corporation wound up

(1) This section applies if: (a) a body is incorporated under a law described in column 1 of an item of the table; and (b) a company is incorporated under a law described in column 2 of the item; and (c) the body ceases to exist, but the company continues to exist, after the time (the switch time ) the * members of the body receive * shares in the company, or rights as members of it if it is incorporated under the Corporations (Aboriginal and Torres Strait Islander) Act 2006 , on account of: (i) their interests in the body; and (ii) their other rights (if any) relating to the body; and (d) the members of the body do not receive anything else on account of the expected ending of those interests and rights; and (e) it is reasonable to conclude that there is no significant difference: (i) between the ownership of the body, and of rights relating to the body held by entities that owned the body, just before the switch time and the ownership of the company just after the switch time; or (ii) between the mix of ownership of the body, and of rights relating to the body held by entities that owned the body, just before the switch time and the mix of ownership of the company just after the switch time; and Note: See section 124 ‑ 20 if an entity uses a share or interest sale facility. (f) the body * disposes of all its * CGT assets to the company, except any assets expected to be needed to meet the body’s existing or expected liabilities before it ceases to exist. Laws the body and company are incorporated under Column 1 Body incorporated under this law Column 2 Company incorporated under this law 1 A law other than the Corporations Act 2001 and a similar * foreign law relating to companies The Corporations Act 2001 or a similar foreign law relating to companies 2 A law other than the Corporations (Aboriginal and Torres Strait Islander) Act 2006 The Corporations (Aboriginal and Torres Strait Islander) Act 2006 (2) You can choose to obtain a roll ‑ over if: (a) you were a * member of the body just before the switch time; and (b) your ownership of your interest in the body ends at a time (the end time ) after the switch time; and (c) at the end time you have the * shares in the company that you received at the switch time; and (d) either you are an Australian resident at the end time or, if you are a foreign resident at the end time: (i) each of your interest in the body and your other rights (if any) relating to the body was * taxable Australian property just before the end time; and (ii) the shares in the company that you received at the switch time are taxable Australian property at the end time. Note 1: The roll ‑ over consequences are set out in Subdivision 124 ‑ A and section 124 ‑ 530. Note 2: Section 103 ‑ 25 tells you when you have to make the choice. (3) If the company is incorporated under the Corporations (Aboriginal and Torres Strait Islander) Act 2006 , subsection (2) applies in relation to rights as a * member of the company in the same way as that subsection applies to * shares in a company. Note: This may allow you to choose to obtain a roll ‑ over. The roll ‑ over consequences are set out in Subdivision 124 ‑ A and section 124 ‑ 535.

Amendment history: Inserted by No 12 of 2012, effective s 4, Sch 2 (items 1–23), Sch 5 and Sch 6 (items 3–6, 11–20, 25, 26, 35–67, 74–83, 94–96, 117–142, 157–178, 183, 200–203, 214–217, 235–240, 248): 21 Mar 2012 (s 2(1) items 1, 3, 5, 6, 10, 14, 18, 19, 27, 31) Sch 6 (item 7): 1 July 2007 (s 2(1) item 7) Sch 6 (item 10): 1 July 2010 (s 2(1) item 9) Sch 6 (items 106–116): 22 Mar 2012 (s 2(1) items 16, 17) Sch 6 (item 143): 22 Jan 2013 (s 2(1) item 20) Sch 6 (items 146–148): never commenced (s 2(1) item 23) Sch 6 (items 179, 181): 3 Oct 2008 (s 2(1) items 28, 30) Sch 6 (item 180): 3 June 2010 (s 2(1) item 29)

s 124-530 — Shares in company replacing pre ‑ CGT and post ‑ CGT mix of interest and rights in body

(1) This section applies if: (a) you choose to obtain a roll ‑ over under section 124 ‑ 520 or 124 ‑ 525 relating to * shares you have in the company on account of the following (your original assets ): (i) your interest in the body mentioned in that section; (ii) your other rights relating to the body mentioned in that section; and (b) you * acquired some of your original assets before 20 September 1985 and the rest of them on or after that day. (2) You are taken to have * acquired so many of the * shares before 20 September 1985 as is reasonable, having regard to: (a) the number and * market value of your original assets; and (b) the number and market value of the shares. (3) The first element of the * cost base of each of the * shares not taken by subsection (2) to have been * acquired before 20 September 1985 (your post ‑ CGT shares ) is such amount as is reasonable having regard to: (a) the total of the cost bases of your original assets that you acquired on or after 20 September 1985; and (b) the number and * market value of your post ‑ CGT shares. (4) The reduced cost base of each of your post ‑ CGT shares is worked out similarly. (5) This section has effect despite subsections 124 ‑ 15(5) and (6).

Amendment history: Inserted by No 12 of 2012, effective s 4, Sch 2 (items 1–23), Sch 5 and Sch 6 (items 3–6, 11–20, 25, 26, 35–67, 74–83, 94–96, 117–142, 157–178, 183, 200–203, 214–217, 235–240, 248): 21 Mar 2012 (s 2(1) items 1, 3, 5, 6, 10, 14, 18, 19, 27, 31) Sch 6 (item 7): 1 July 2007 (s 2(1) item 7) Sch 6 (item 10): 1 July 2010 (s 2(1) item 9) Sch 6 (items 106–116): 22 Mar 2012 (s 2(1) items 16, 17) Sch 6 (item 143): 22 Jan 2013 (s 2(1) item 20) Sch 6 (items 146–148): never commenced (s 2(1) item 23) Sch 6 (items 179, 181): 3 Oct 2008 (s 2(1) items 28, 30) Sch 6 (item 180): 3 June 2010 (s 2(1) item 29)

s 124-535 — Rights as member of Indigenous corporation replacing pre ‑ CGT and post ‑ CGT mix of interest and rights in body

(1) This section applies if: (a) you choose to obtain a roll ‑ over under section 124 ‑ 520 or 124 ‑ 525 relating to rights (the replacement rights ) you have as a * member of a company incorporated under the Corporations (Aboriginal and Torres Strait Islander) Act 2006 on account of the following (your original assets ): (i) your interest in the body mentioned in that section; (ii) your other rights relating to the body mentioned in that section; and (b) you * acquired any of your original assets before 20 September 1985. (2) You are taken to have * acquired the replacement rights before 20 September 1985. (3) This section has effect despite subsection 124 ‑ 15(5).

Amendment history: Inserted by No 12 of 2012, effective s 4, Sch 2 (items 1–23), Sch 5 and Sch 6 (items 3–6, 11–20, 25, 26, 35–67, 74–83, 94–96, 117–142, 157–178, 183, 200–203, 214–217, 235–240, 248): 21 Mar 2012 (s 2(1) items 1, 3, 5, 6, 10, 14, 18, 19, 27, 31) Sch 6 (item 7): 1 July 2007 (s 2(1) item 7) Sch 6 (item 10): 1 July 2010 (s 2(1) item 9) Sch 6 (items 106–116): 22 Mar 2012 (s 2(1) items 16, 17) Sch 6 (item 143): 22 Jan 2013 (s 2(1) item 20) Sch 6 (items 146–148): never commenced (s 2(1) item 23) Sch 6 (items 179, 181): 3 Oct 2008 (s 2(1) items 28, 30) Sch 6 (item 180): 3 June 2010 (s 2(1) item 29)

s 124-570 — What this Subdivision is about

This Subdivision sets out the situations in which the holder of a Crown lease over land obtains a replacement asset roll ‑ over when the lease is, among other things, renewed, extended or converted to an estate in fee simple. Table of sections Operative provisions 124 ‑ 575 Extension or renewal of Crown lease 124 ‑ 580 Meaning of Crown lease 124 ‑ 585 Original right differs in area from new right 124 ‑ 590 Part of original right excised 124 ‑ 595 Treating parts of new right as separate assets 124 ‑ 600 What is the roll ‑ over? 124 ‑ 605 Change of lessor

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4))

s 124-575 — Extension or renewal of Crown lease

(1) There is a roll ‑ over if: (a) you hold one or more * CGT assets that are * Crown leases over land (the original right ); and (b) the original right expires or you surrender it; and (c) you are granted one or more new Crown leases over land or one or more estates in fee simple in land, or both (the new right ); and (d) the new right relates to the same land as the original right. Note 1: The roll ‑ over consequences are set out in Subdivision 124 ‑ A. They might be modified: see section 124 ‑ 600. Note 2: If there has been a capital improvement to the Crown lease: see section 108 ‑ 75. (2) The new right must have been granted in one of these ways: (a) by renewing or extending the term of the original right where the renewal or extension is mainly due to your having held the original right; or (b) by changing the purpose for which the land to which the original right related can be used; or (c) by converting the original right to a * Crown lease in perpetuity; or (d) by converting the original right to an estate in fee simple; or (e) by consolidating, or consolidating and dividing, the original right; or (f) by subdividing the original right; or (g) by excising or relinquishing a part of the land to which the original right related; or (h) by expanding the area of that land.

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4))

s 124-580 — Meaning of Crown lease

A Crown lease is: (a) a lease of land granted by the Crown under an * Australian law (other than the common law); or (b) a similar lease granted under a * foreign law.

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4))

s 124-585 — Original right differs in area from new right

(1) Even if the new right relates to different land to that to which the original right related, this Subdivision applies as if it relates to the same land in these cases: (a) the difference in area is not significant; (b) the difference in * market value is not significant; (c) the new right was granted to correct errors in or omissions from the original right; (d) the new right relates to a significantly different area of land but you had made reasonable efforts to ensure that the area was the same; (e) it is otherwise reasonable for this Subdivision to apply in that way. (2) However, the rule in subsection (1) does not apply if section 124 ‑ 590 applies.

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4)) | Amended by No 176 of 1999, effective Sch 3: 1 July 2000 (s 2(9))

s 124-590 — Part of original right excised

(1) There is a partial roll ‑ over if you * acquired the original right on or after 20 September 1985 and: (a) the land to which the new right relates is different in area to the land the subject of the original right because a part (the excised part ) of the land to which the original right related was excised or you relinquished it; and (b) you received a payment for the expiry or surrender of the original right. The payment can include giving property: see section 103 ‑ 5. Note: Section 124 ‑ 600 sets out the effect on your cost base. (2) There is no roll ‑ over for the excised part. The * cost base of the excised part is so much of the * cost base of the relevant * Crown lease as is attributable to the excised part. Its * reduced cost base is worked out similarly. Note: You may make a capital gain or loss on the excised part because of CGT event C2.

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4))

s 124-595 — Treating parts of new right as separate assets

(1) Each part of a * Crown lease or an estate in fee simple that is part of the new right is taken to be a separate * CGT asset to the extent that it relates to: (a) land to which a Crown lease (that was part of the original right) related where you * acquired the lease before 20 September 1985; and (b) land to which a Crown lease (that was part of the original right) related where you acquired the lease on or after 20 September 1985; and (c) other land. (2) You are taken to have * acquired each asset that is a separate * CGT asset because of paragraph (1)(a) before 20 September 1985.

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4))

s 124-600 — What is the roll ‑ over?

(1) The roll ‑ over is mainly as specified in Subdivision 124 ‑ A. (2) However, you work out the * cost base and * reduced cost base of * CGT assets (that you are not taken to have * acquired before 20 September 1985) and that are part of the new right a bit differently where section 124 ‑ 590 or 124 ‑ 595 applies. (3) The first element of your * cost base for each of those assets is: where: CB of post ‑ CGT original right is the sum of the * cost bases of the * Crown leases (that were part of the original right) and that you * acquired on or after 20 September 1985 (just before the original right expired or was surrendered) reduced, if there is an excised part, by so much of those cost bases as is attributable to the excised part. market value of all new assets is the * market value of all * CGT assets (that you are not taken to have * acquired before 20 September 1985) that are part of the new right just after you acquired them. market value of separate asset is the * market value of the particular asset just after you * acquired it. (4) The first element of the * reduced cost base of each of those assets is worked out similarly.

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4)) | Amended by No 176 of 1999, effective Sch 3: 1 July 2000 (s 2(9))

s 124-605 — Change of lessor

(1) You treat a lease of land (whether or not it is a * Crown lease) granted to you (the fresh lease ) as being a renewal of your original right if: (a) after the grant of the original right, the land (the original land ) to which it related became vested in an * Australian government agency (other than the one that granted the original right); and (b) the second agency granted you the fresh lease over: (i) the original land; or (ii) the original land less an excised area; or (iii) the original land and other land; and (c) the fresh lease was granted under an * Australian law (other than the common law). (2) You do this even if there is a period between the end of the original right and the grant of the fresh lease if you continued to occupy the original land during that period under a permission, licence or authority granted by the second agency.

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4))

s 124-655 — Roll ‑ over for depreciating assets

There is a roll ‑ over for a * depreciating asset if: (a) the asset is attached to land you hold under a * quasi ‑ ownership right granted by an * exempt Australian government agency or an * exempt foreign government agency; and (b) you * hold the asset because of section 40 ‑ 40; and (c) the quasi ‑ ownership right expires or is terminated or you surrender it; and (d) you are granted a new quasi ‑ ownership right over the land or an estate in fee simple in the land; and (e) there is no roll ‑ over for you under Subdivision 124 ‑ J (about Crown leases) or Subdivision 124 ‑ L (about prospecting and mining entitlements). Note 1: The roll ‑ over consequences are set out in Subdivision 124 ‑ A. Note 2: This section provides a roll ‑ over for a depreciating asset in the limited circumstances where Subdivision 124 ‑ J cannot because a quasi ‑ ownership right over land covers situations that a Crown lease does not (for example, an easement over land). Note 3: If there has been a capital improvement to the quasi ‑ ownership right: see section 108 ‑ 75.

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4)) | Repealed and substituted by No 77 of 2001, effective Sch 2 (items 149–476, 488): 30 June 2001 (s 2(1))

s 124-660 — Right granted to associate

If the * quasi ‑ ownership right or estate in fee simple is instead granted to an * associate or an * associated government entity of yours: (a) your * reduced cost base of the * depreciating asset is reduced by the * adjustable value of the asset just before the original quasi ‑ ownership right expired or was surrendered or terminated; and (b) there is no roll ‑ over.

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4)) | Amended by No 77 of 2001, effective Sch 2 (items 149–476, 488): 30 June 2001 (s 2(1))

s 124-700 — What this Subdivision is about

This Subdivision sets out the situations in which there is a roll ‑ over if a prospecting or mining entitlement expires or is surrendered and it is replaced by a new one. Table of sections Operative provisions 124 ‑ 705 Extension or renewal of prospecting or mining entitlement 124 ‑ 710 Meaning of prospecting entitlement and mining entitlement 124 ‑ 715 Original entitlement differs in area from new entitlement 124 ‑ 720 Part of original entitlement excised 124 ‑ 725 Treating parts of new entitlement as separate assets 124 ‑ 730 What is the roll ‑ over?

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4))

s 124-705 — Extension or renewal of prospecting or mining entitlement

(1) There is a roll ‑ over if: (a) you hold one or more * CGT assets that are * prospecting entitlements or * mining entitlements (the original entitlement ); and (b) the original entitlement expires or you surrender it; and (c) you are granted one or more new prospecting entitlements or mining entitlements (the new entitlement ); and (d) the new entitlement relates to the same land as the original entitlement. Note 1: The roll ‑ over consequences are set out in Subdivision 124 ‑ A. They might be modified: see section 124 ‑ 730. Note 2: If there has been a capital improvement to the entitlement: see section 108 ‑ 75. (2) The new entitlement must have been granted in one of these ways: (a) by renewing or extending the term of the original entitlement where the renewal or extension is mainly due to your having held the original entitlement; or (b) by consolidating, or consolidating and dividing, the original entitlement; or (c) by subdividing the original entitlement; or (d) by converting a * prospecting entitlement to a * mining entitlement, or a mining entitlement to a prospecting entitlement; or (e) by excising or relinquishing a part of the land to which the original entitlement related; or (f) by expanding the area of that land.

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4))

s 124-710 — Meaning of prospecting entitlement and mining entitlement

(1) A prospecting entitlement is: (a) an authority, licence, permit or entitlement under an * Australian law or * foreign law to prospect or explore for * minerals in an area; or (aa) an authority, licence, permit or entitlement under an Australian law to prospect or explore for * geothermal energy resources in an area; or (b) a lease of land that allows the lessee to prospect or explore for minerals or geothermal energy resources on the land; or (c) an interest in a thing referred to in paragraph (a), (aa) or (b). (2) A mining entitlement is: (a) an authority, licence, permit or entitlement under an * Australian law or * foreign law to mine for * minerals in an area; or (aa) an authority, licence, permit or entitlement under an Australian law to extract energy from * geothermal energy resources in an area; or (b) a lease of land that allows the lessee to mine for minerals, or extract energy from geothermal energy resources, on the land; or (c) an interest in a thing referred to in paragraph (a), (aa) or (b).

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4)) | Amended by No 41 of 2005, effective s. 4, Schedule 1 (items 1–11), Schedule 2 (items 1–9, 11), Schedule 3 (items 17–22), Schedule 6 (items 1–3, 5, 12–15, 17–28), Schedule 7, Schedule 10 (items 36–221, 271–273) and Schedule 11 (items 4, 5): Royal Assent Sch 10 (item 247): 28 Dec 2002 (s 2(1) item 9) Sch 10 (items 248, 259, 260): 24 Oct 2002 (s 2(1) items 10, 14, 15) Sch 10 (items 249, 250–257, 263, 264): 29 June 2002 (s 2(1) items 11, 12, 17) Sch 10 (item 258): 30 June 2000 (s 2(1) item 13) Sch 10 (items 261, 262): 1 July 2000 (s 2(1) item 16) | Amended by No 12 of 2012, effective s 4, Sch 2 (items 1–23), Sch 5 and Sch 6 (items 3–6, 11–20, 25, 26, 35–67, 74–83, 94–96, 117–142, 157–178, 183, 200–203, 214–217, 235–240, 248): 21 Mar 2012 (s 2(1) items 1, 3, 5, 6, 10, 14, 18, 19, 27, 31) Sch 6 (item 7): 1 July 2007 (s 2(1) item 7) Sch 6 (item 10): 1 July 2010 (s 2(1) item 9) Sch 6 (items 106–116): 22 Mar 2012 (s 2(1) items 16, 17) Sch 6 (item 143): 22 Jan 2013 (s 2(1) item 20) Sch 6 (items 146–148): never commenced (s 2(1) item 23) Sch 6 (items 179, 181): 3 Oct 2008 (s 2(1) items 28, 30) Sch 6 (item 180): 3 June 2010 (s 2(1) item 29) | Amended by No 96 of 2014, effective Sch 1 (items 14–45, 122–124), Sch 2 (items 1, 14–40, 42, 43) and Sch 3–5: 30 Sept 2014 (s 2(1) item 2) Sch 8 (items 15–22, 26) and Sch 9 (items 21, 22, 24): 31 Dec 2016 (s 2(1) items 7, 9)

s 124-715 — Original entitlement differs in area from new entitlement

(1) Even if the new entitlement relates to different land to that to which the original entitlement related, this Subdivision applies as if it relates to the same land in these cases: (a) the difference in area is not significant; (b) the difference in * market value is not significant; (c) the new entitlement was granted to correct errors in or omissions from the original entitlement; (d) it is otherwise reasonable for this Subdivision to apply in that way. (2) However, the rule in subsection (1) does not apply if section 124 ‑ 720 applies.

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4)) | Amended by No 176 of 1999, effective Sch 3: 1 July 2000 (s 2(9))

s 124-720 — Part of original entitlement excised

(1) There is partial roll ‑ over if you * acquired the original entitlement on or after 20 September 1985 and: (a) the land to which the new entitlement relates is different in area to the land the subject of the original entitlement because a part (the excised part ) of the land to which the original entitlement related was excised or you relinquished it; and (b) you received a payment for the expiry or surrender of the original entitlement. The payment can include giving property: see section 103 ‑ 5. Note: Section 124 ‑ 730 sets out the effect on your cost base. (2) There is no roll ‑ over for the excised part. The * cost base of the excised part is so much of the * cost base of the original entitlement as is attributable to the excised part. Its * reduced cost base is worked out similarly. Note: You may make a capital gain or loss on the excised part because of CGT event C2.

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4))

s 124-725 — Treating parts of new entitlement as separate assets

(1) Each part of a * prospecting entitlement or * mining entitlement that is part of the new entitlement is taken to be a separate * CGT asset to the extent that it relates to: (a) land to which a prospecting entitlement or mining entitlement (that was part of the original entitlement) related where you * acquired the entitlement before 20 September 1985; and (b) land to which a prospecting entitlement or mining entitlement (that was part of the original entitlement) related where you acquired the entitlement on or after 20 September 1985; and (c) other land. (2) You are taken to have * acquired each asset that is a separate * CGT asset because of paragraph (1)(a) before 20 September 1985.

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4))

s 124-730 — What is the roll ‑ over?

(1) The roll ‑ over is mainly as specified in Subdivision 124 ‑ A. (2) However, you work out the * cost base and * reduced cost base of * CGT assets (that you are not taken to have * acquired before 20 September 1985) and that are part of the new entitlement a bit differently where section 124 ‑ 720 or 124 ‑ 725 applies. (3) The first element of your * cost base for each of those assets is: where: CB of post ‑ CGT original entitlement is the sum of the * cost bases of the prospecting entitlements or mining entitlements (that were part of the original entitlement) and that you * acquired on or after 20 September 1985 (just before the original entitlement expired or was surrendered) reduced, if there is an excised part, by so much of those cost bases as is attributable to the excised part. market value of all new assets is the * market value of all * CGT assets (that you are not taken to have * acquired before 20 September 1985) that are part of the new entitlement just after you acquired them. market value of separate asset is the * market value of the particular asset just after you * acquired it. (4) The first element of the * reduced cost base of each of those assets is worked out similarly.

Amendment history: Inserted by No 46 of 1998, effective s 4, Sch 1, Sch 2 (items 4–48), Sch 3 (items 3–12), Sch 4 (items 2–11), Sch 5 (items 3–5), Sch 6 (items 2–7), Sch 7 (items 2–11), Sch 9 (items 2–6, 8) and Sch 10: 22 June 1998 (s 2(1)–(4)) | Amended by No 176 of 1999, effective Sch 3: 1 July 2000 (s 2(9))

s 124-775 — What this Subdivision is about

This Subdivision allows you to choose a roll ‑ over where post ‑ CGT shares or trust interests you own are replaced with other shares or trust interests, for example, where there is a company takeover. You can only choose the roll ‑ over if you would have made a capital gain from the exchange. Table of sections Operative provisions 124 ‑ 780 Replacement of shares 124 ‑ 781 Replacement of trust interests 124 ‑ 782 Transfer or allocation of cost base of shares acquired by acquiring entity etc. 124 ‑ 783 Meaning of significant stakeholder , common stakeholder , significant stake and common stake 124 ‑ 783A Rights that affect stakes 124 ‑ 784 Cost base of equity or debt given within acquiring group 124 ‑ 784A When arrangement is a restructure 124 ‑ 784B What is the cost base and reduced cost base when arrangement is a restructure? 124 ‑ 784C Cost base of equity or debt given within acquiring group 124 ‑ 785 What is the roll ‑ over? 124 ‑ 790 Partial roll ‑ over 124 ‑ 795 Exceptions 124 ‑ 800 Interest received for pre ‑ CGT interest 124 ‑ 810 Certain companies and trusts not regarded as having 300 members or beneficiaries

Amendment history: Inserted by No 165 of 1999, effective s 4, Sch 1 (items 1–53, 61, 62), Sch 2, Sch 3 (items 1–4, 18) and Sch 4: 10 Dec 1999 (s 2(1), (2))

s 124-780 — Replacement of shares

(1) There is a roll ‑ over if: (a) an entity (the original interest holder ) exchanges: (i) a * share (the entity’s original interest ) in a company (the original entity ) for a share (the holder’s replacement interest ) in another company; or (ii) an option, right or similar interest (also the holder’s original interest ) issued by the original entity that gives the holder an entitlement to acquire a share in the original entity for a similar interest (also the holder’s replacement interest ) in another company; and (b) the exchange is in consequence of a single * arrangement that satisfies subsection (2) or (2A); and (c) the conditions in subsection (3) are satisfied; and (d) if subsection (4) applies, the conditions in subsection (5) are satisfied. Note 1: There are some exceptions: see section 124 ‑ 795. Note 2: The original interest holder can obtain only a partial roll ‑ over if the capital proceeds for its original interest include something other than its replacement interest: see section 124 ‑ 790. Note 3: A trustee who gets a roll ‑ over under this Subdivision for an original interest consisting of shares issued as part of a demutualisation may be eligible for a further roll ‑ over under Subdivision 126 ‑ E when a beneficiary becomes absolutely entitled to the replacement shares. Example 1: You can get a roll ‑ over if you exchange your shares in one entity for shares in another entity or if you exchange options in one entity for options in another entity. You cannot get a roll ‑ over if you exchange options for shares. Example 2: Examples of arrangements that could be involved include: • a company takeover, whether or not it is regulated by the Corporations Act 2001 , resulting in a company owning 80% or more of another company’s shares. • a scheme of arrangement governed by the Corporations Act 2001 that involves a cancellation of some interests in an original entity resulting in another entity owning 80% or more of the interests in the original entity. Conditions for arrangement (2) The * arrangement must: (a) result in: (i) a company (the acquiring entity ) that is not a member of a * wholly ‑ owned group becoming the owner of 80% or more of the * voting shares in the original entity; or (ii) a company (also an acquiring entity ) that is a member of such a group increasing the percentage of voting shares that it owns in the original entity, and that company or members of the group becoming the owner of 80% or more of those shares; and (b) be one in which at least all owners of * voting shares in the original entity (except a company referred to in paragraph (a)) could participate; and (c) be one in which participation was available on substantially the same terms for all of the owners of interests of a particular type in the original entity. Note 1: The 80% or more requirement is satisfied if the acquiring entity ends up owning at least 80% of the voting shares in the original entity. This may include shares held before the arrangement started. Note 2: Participation will be on substantially the same terms if, for example, matters such as those referred to in subsections 619(2) and (3) of the Corporations Act 2001 affect the capital proceeds that each participant can receive. Conditions for arrangement—takeover bids and arrangements (2A) The * arrangement must: (a) satisfy paragraph (2)(a); and (b) be, be part of, or include one or more of the following: (i) a takeover bid (within the meaning of the Corporations Act 2001 ) for the original interests by the acquiring entity that is not carried out in contravention of the provisions mentioned in paragraphs 612(a) to (g) of that Act; Note: For exemption and modification of provisions by ASIC (and review by the takeovers panel) see Part 6.10 of the Corporations Act 2001 . For Court declarations excusing contraventions see section 1325D of that Act. (ii) a compromise or arrangement entered into by the original entity under Part 5.1 of the Corporations Act 2001 , approved by order of a court made for the purposes of paragraph 411(4)(b) of that Act. Conditions for roll ‑ over (3) The conditions are: (a) the original interest holder * acquired its original interest on or after 20 September 1985; and (b) apart from the roll ‑ over, it would make a * capital gain from a * CGT event happening in relation to its original interest; and (c) its replacement interest is in a company (the replacement entity ) that is: (i) the company referred to in subparagraph (2)(a)(i); or (ii) in any other case—the * ultimate holding company of the * wholly ‑ owned group; and (d) the original interest holder chooses to obtain the roll ‑ over or, if section 124 ‑ 782 applies to it for the * arrangement, it and the replacement entity jointly choose to obtain the roll ‑ over; and (e) if that section applies, the original interest holder informs the replacement entity in writing of the * cost base of its original interest worked out just before a CGT event happened in relation to it; and (f) if an acquiring entity is a member of a wholly ‑ owned group—no member of the group issues equity (other than a replacement interest), or owes new debt, under the arrangement: (i) to an entity that is not a member of the group; and (ii) in relation to the issuing of the replacement interest. Note: If the original interest holder also exchanges a CGT asset that it acquired before 20 September 1985, the cost base of any interest received in exchange for it is worked out under section 124 ‑ 800. Further roll ‑ over conditions in certain cases (4) The conditions specified in subsection (5) must be satisfied if the original interest holder and an acquiring entity did not deal with each other at * arm’s length and: (a) neither the original entity nor the replacement entity had at least 300 * members just before the * arrangement started; or (b) the original interest holder, the original entity and an acquiring entity were all members of the same * linked group just before that time. Note: There are some cases where a company will not be regarded as having 300 members: see section 124 ‑ 810. (5) The conditions are: (a) the * market value of the original interest holder’s * capital proceeds for the exchange is at least substantially the same as the market value of its original interest; and (b) its replacement interest carries the same kind of rights and obligations as those attached to its original interest. CUFS (6) This section applies to the holder of a Chess Unit of Foreign Security as if the holder held the underlying interests that the unit represents. Note: A Chess Unit of Foreign Security is an interest, traded on the stock market operated by ASX Limited, in a foreign share, unit or interest. (7) A company is the ultimate holding company of a * wholly ‑ owned group if it is not a * 100% subsidiary of another company in the group.

Amendment history: Inserted by No 165 of 1999, effective s 4, Sch 1 (items 1–53, 61, 62), Sch 2, Sch 3 (items 1–4, 18) and Sch 4: 10 Dec 1999 (s 2(1), (2)) | Repealed and substituted by No 89 of 2000, effective s 4, Sch 1 (items 1–17, 19–25, 30–32, 34–65, 65A, 68), Sch 2 (items 63–66, 69, 71–79, 79A, 79B, 80–83, 83A, 84), Sch 4, Sch 5 (items 1–31, 34), Sch 6 and Sch 9 (items 5, 9, 26, 43, 55–57, 62, 63, 66, 67): 30 June 2000 (s 2(1)) Sch 1 (item 18): 1 pm (A.C.T.) 11 Nov 1999 (s 2(2)) Sch 1 (items 26–29, 33): 31 May 2000 (s 2(3)) Sch 2 (items 67, 68, 70): 1 July 2001 (s 2(5)) Sch 9 (items 1–4, 6–8, 10–25, 27–42, 44–54, 58–61, 64, 65, 68–73): 1 July 2000 (s 2(11)) | Amended by No 55 of 2001, effective s 4–14 and Sch 3 (items 264–275): 15 July 2001 (s 2(1), (3)) | Amended by No 57 of 2002, effective Sch 2: 1 July 2002 (s 2(1) item 3) Sch 4 (items 3, 4): 1 July 2000 (s 2(1) item 5) Sch 4 (items 5–8), Sch 7, Sch 9 (items 9, 11, 12, 15–20, 22–40, 45), Sch 11 (items 2–5), Sch 12 (items 16–18, 20, 25, 26): 3 July 2002 (s 2(1) items 6, 7, 9, 11, 13, 15, 16, 18, 28, 30, 33) Sch 9 (items 10, 13, 14, 21) and Sch 12 (items 23, 24): 1 July 1997 (s 2(1) items 10, 12, 14, 32) Sch 12 (item 19): 30 June 1998 (s 2(1) item 29) Sch 12 (items 21, 22): 22 June 1998 (s 2(1) item 31) Sch 12 (items 27, 28): 16 Apr 1998 (s 2(1) item 34) Sch 12 (item 29): 19 Sept 1997 (s 2(1) item 35) | Amended by No 58 of 2006, effective s. 4, Schedules 1, 2, Schedule 3 (items 1–3, 7), Schedule 4, Schedule 5 (items 1–3) and Schedule 7 (items 51–113, 213–216, 257–263): Royal Assent Sch 7 (items 179–188): 1 July 2004 (s 2(1) item 15) Sch 7 (item 189): 5 July 1999 (s 2(1) item 16) Sch 7 (item 190): 30 June 2000 (s 2(1) item 17) Sch 7 (item 191): 24 Oct 2002 (s 2(1) item 18) Sch 7 (item 192): 30 June 2004 (s 2(1) item 19) Sch 7 (item 193): 22 Dec 1999 (s 2(1) item 20) | Amended by No 97 of 2008, effective Sch 1 (items 3–12) and Sch 3 (items 44–173, 189): 3 Oct 2008 (s 2(1) items 2, 3–5) | Amended by No 136 of 2010, effective s. 4, Schedule 2, Schedule 3 (items 95, 135–149), Schedule 4, Schedule 6 (items 2–4, 6, 7) and Schedule 7 (items 1, 2, 4): Royal Assent Sch 3 (items 3–94, 96–130): 26 Mar 2009 (s 2(1) items 3, 5) Sch 3 (item 131): 1 July 2010 (s 2(1) item 6) Sch 6 (items 1, 5): 1 Apr 2010 (s 2(1) items 11, 13) | Amended by No 135 of 2015, effective Sch 1: 13 Oct 2015 (s 2(1) item 2)

s 124-781 — Replacement of trust interests

(1) There is a roll ‑ over if: (a) an entity (also the original interest holder ) exchanges: (i) a unit or other interest (also the holder’s original interest ) in a trust (also the original entity ) for a unit or other interest (also the holder’s replacement interest ) in another trust (also the acquiring entity and the replacement entity ); or (ii) an option, right or similar interest (also the holder’s original interest ) issued by the original entity that gives the holder an entitlement to acquire a unit or other interest in the original entity for a similar interest (also the holder’s replacement interest ) in another trust (also the acquiring entity and the replacement entity ); and (b) entities have * fixed entitlements to all of the income and capital of the original entity and the acquiring entity; and (c) the exchange is in consequence of an * arrangement that satisfies subsection (2) or (2A); and (d) the conditions in subsections (3) and (4) are satisfied. Note 1: There are some exceptions: see section 124 ‑ 795. Note 2: The original interest holder can obtain only a partial roll ‑ over if the capital proceeds for its original interest include something other than its replacement interest: see section 124 ‑ 790. Conditions for arrangement (2) The * arrangement must: (a) result in the acquiring entity owning 80% or more of the * trust voting interests in the original entity or, if there are none, 80% or more of the units or other interests in the original entity; and (b) be one in which at least all owners of trust voting interests (or of units or other interests) in the original entity (except the acquiring entity) could participate; and (c) be one in which participation was available on substantially the same terms for all of the owners of interests or units of a particular type in the original entity. Conditions for arrangement—takeover bids (2A) The * arrangement must: (a) satisfy paragraph (2)(a); and (b) be, be part of, or include a takeover bid (within the meaning of the Corporations Act 2001 ) for the original interests by the acquiring entity that is not carried out in contravention of the provisions mentioned in paragraphs 612(a) to (g) of that Act. Note: For exemption and modification of provisions by ASIC (and review by the takeovers panel) see Part 6.10 of the Corporations Act 2001 . For Court declarations excusing contraventions see section 1325D of that Act. Conditions for roll ‑ over (3) The conditions are: (a) the original interest holder * acquired its original interest on or after 20 September 1985; and (b) apart from the roll ‑ over, it would make a * capital gain from a * CGT event happening in relation to its original interest; and (c) it chooses to obtain the roll ‑ over or, if section 124 ‑ 782 applies to it for the * arrangement, it and the trustee of the acquiring entity jointly choose to obtain the roll ‑ over; and (d) if that section applies to it, it informs that trustee in writing of the * cost base of its original interest as at the time just before a CGT event happened in relation to it. Note: If the original interest holder also exchanges a CGT asset that it acquired before 20 September 1985, the cost base of any interest received in exchange for it is worked out under section 124 ‑ 800. Further roll ‑ over conditions in certain cases (4) These conditions must be satisfied if the original interest holder and the trustee of the acquiring entity did not deal with each other at * arm’s length and neither the original entity nor the acquiring entity had at least 300 beneficiaries just before the * arrangement started: (a) the * market value of the original interest holder’s * capital proceeds for the exchange is at least substantially the same as the market value of its original interest; and (b) its replacement interest carries the same kind of rights and obligations as those attached to its original interest. Note: There are some cases where a trust will not be regarded as having 300 beneficiaries: see section 124 ‑ 810. CUFS (5) This section applies to the holder of a Chess Unit of Foreign Security as if the holder held the underlying interests that the unit represents. Note: A Chess Unit of Foreign Security is an interest, traded on the stock market operated by ASX Limited, in a foreign share, unit or interest. Meaning of trust voting interest (6) A trust voting interest in a trust is an interest in the trust that confers rights of the same or a similar kind as the rights conferred by a * voting share in a company.

Amendment history: Inserted by No 89 of 2000, effective s 4, Sch 1 (items 1–17, 19–25, 30–32, 34–65, 65A, 68), Sch 2 (items 63–66, 69, 71–79, 79A, 79B, 80–83, 83A, 84), Sch 4, Sch 5 (items 1–31, 34), Sch 6 and Sch 9 (items 5, 9, 26, 43, 55–57, 62, 63, 66, 67): 30 June 2000 (s 2(1)) Sch 1 (item 18): 1 pm (A.C.T.) 11 Nov 1999 (s 2(2)) Sch 1 (items 26–29, 33): 31 May 2000 (s 2(3)) Sch 2 (items 67, 68, 70): 1 July 2001 (s 2(5)) Sch 9 (items 1–4, 6–8, 10–25, 27–42, 44–54, 58–61, 64, 65, 68–73): 1 July 2000 (s 2(11)) | Amended by No 58 of 2006, effective s. 4, Schedules 1, 2, Schedule 3 (items 1–3, 7), Schedule 4, Schedule 5 (items 1–3) and Schedule 7 (items 51–113, 213–216, 257–263): Royal Assent Sch 7 (items 179–188): 1 July 2004 (s 2(1) item 15) Sch 7 (item 189): 5 July 1999 (s 2(1) item 16) Sch 7 (item 190): 30 June 2000 (s 2(1) item 17) Sch 7 (item 191): 24 Oct 2002 (s 2(1) item 18) Sch 7 (item 192): 30 June 2004 (s 2(1) item 19) Sch 7 (item 193): 22 Dec 1999 (s 2(1) item 20) | Amended by No 97 of 2008, effective Sch 1 (items 3–12) and Sch 3 (items 44–173, 189): 3 Oct 2008 (s 2(1) items 2, 3–5) | Amended by No 136 of 2010, effective s. 4, Schedule 2, Schedule 3 (items 95, 135–149), Schedule 4, Schedule 6 (items 2–4, 6, 7) and Schedule 7 (items 1, 2, 4): Royal Assent Sch 3 (items 3–94, 96–130): 26 Mar 2009 (s 2(1) items 3, 5) Sch 3 (item 131): 1 July 2010 (s 2(1) item 6) Sch 6 (items 1, 5): 1 Apr 2010 (s 2(1) items 11, 13) | Amended by No 135 of 2015, effective Sch 1: 13 Oct 2015 (s 2(1) item 2)

s 124-782 — Transfer or allocation of cost base of shares acquired by acquiring entity etc.

Transfer of cost base (1) The * cost base of an original interest * acquired by an acquiring entity under the * arrangement from an original interest holder becomes the first element of the cost base and * reduced cost base of the acquiring entity for the interest if: (a) the original interest holder obtains a roll ‑ over; and (b) the holder is a * significant stakeholder or a * common stakeholder for the arrangement. Note 1: For other interests, for example, interests for which the roll ‑ over is not chosen, the cost base will be worked out under the ordinary cost base rules in Divisions 110 and 112. Note 2: There is a special rule to determine the cost base of equity or debt given to a member of an acquiring wholly ‑ owned group by another member of the group under an arrangement: see section 124 ‑ 784. Allocation of cost base in cancellation case (2) The * cost base and * reduced cost base of any interests (the new interests ) issued by the original entity to an acquiring entity under the * arrangement is worked out under subsection (3) if: (a) original interests of an original interest holder are cancelled under the arrangement; and (b) the holder obtains a roll ‑ over for the cancellation; and (c) the holder is a * significant stakeholder or a * common stakeholder for the arrangement. (3) The first element of the * cost base and * reduced cost base of the new interests of an acquiring entity is that part of the cost base of the cancelled interests as can be reasonably allocated to the new interests, having regard to: (a) the nature of the * arrangement; and (b) the number, type and relative * market values of the cancelled interests and the new interests; and (c) any other relevant matters. Example: Robert Co has 3 shareholders: Antill Co with 300 shares, Rachael Co 400 shares and Margaret Co 300 shares. The cost base of each share is $1 and market value is $2. Margaret Co is owned by two shareholders, John and Paul, who each have 50 shares. The market value of each share is $20. Under an arrangement, Robert Co cancels the shares of Antill Co and Rachael Co. They receive 30 and 40 shares respectively in Margaret Co, which becomes the sole shareholder in Robert Co. The market value of Antill Co’s and Rachael Co’s shares in Margaret Co is equivalent to the market value of their cancelled shares in Robert Co. Robert Co also issues 700 shares to Margaret Co, reflecting the $1,400 total market value of the shares issued by Margaret Co to Antill Co and Rachael Co. Before and after the arrangement, Margaret Co’s shares in Robert Co were worth $2 each. It is necessary to reasonably allocate the cost bases of the cancelled shares (700 x $1) to the 700 shares issued by Robert Co to Margaret Co. In this case, an allocation of $1 per share would be reasonable. Note: If no new shares are issued by Robert Co, the cost base of the original shares that Margaret Co holds would not be adjusted. (4) The amount allocated to a new interest under subsection (3) must not be more than its * market value just after the * arrangement was completed.

Amendment history: Inserted by No 89 of 2000, effective s 4, Sch 1 (items 1–17, 19–25, 30–32, 34–65, 65A, 68), Sch 2 (items 63–66, 69, 71–79, 79A, 79B, 80–83, 83A, 84), Sch 4, Sch 5 (items 1–31, 34), Sch 6 and Sch 9 (items 5, 9, 26, 43, 55–57, 62, 63, 66, 67): 30 June 2000 (s 2(1)) Sch 1 (item 18): 1 pm (A.C.T.) 11 Nov 1999 (s 2(2)) Sch 1 (items 26–29, 33): 31 May 2000 (s 2(3)) Sch 2 (items 67, 68, 70): 1 July 2001 (s 2(5)) Sch 9 (items 1–4, 6–8, 10–25, 27–42, 44–54, 58–61, 64, 65, 68–73): 1 July 2000 (s 2(11)) | Amended by No 58 of 2006, effective s. 4, Schedules 1, 2, Schedule 3 (items 1–3, 7), Schedule 4, Schedule 5 (items 1–3) and Schedule 7 (items 51–113, 213–216, 257–263): Royal Assent Sch 7 (items 179–188): 1 July 2004 (s 2(1) item 15) Sch 7 (item 189): 5 July 1999 (s 2(1) item 16) Sch 7 (item 190): 30 June 2000 (s 2(1) item 17) Sch 7 (item 191): 24 Oct 2002 (s 2(1) item 18) Sch 7 (item 192): 30 June 2004 (s 2(1) item 19) Sch 7 (item 193): 22 Dec 1999 (s 2(1) item 20) | Amended by No 97 of 2008, effective Sch 1 (items 3–12) and Sch 3 (items 44–173, 189): 3 Oct 2008 (s 2(1) items 2, 3–5) | Amended by No 135 of 2015, effective Sch 1: 13 Oct 2015 (s 2(1) item 2)

s 124-783 — Meaning of significant stakeholder , common stakeholder , significant stake and common stake

Significant stakeholder (1) An original interest holder is a significant stakeholder for an * arrangement if it had: (a) a * significant stake in the original entity just before the arrangement started; and (b) a significant stake in the replacement entity just after the arrangement was completed. (2) Also, if an original interest holder is an acquiring entity, any other original interest holder is a significant stakeholder for an * arrangement if it: (a) had a * significant stake in the original entity just before the * arrangement started; and (b) is an * associate of the replacement entity just after the arrangement was completed. Common stakeholder (3) An original interest holder is a common stakeholder for an * arrangement if it had: (a) a * common stake in the original entity just before the arrangement started; and (b) a common stake in the replacement entity just after the arrangement was completed. (4) If an acquiring entity for an * arrangement is an original interest holder, each other original interest holder that has a replacement interest is a common stakeholder for the arrangement. (5) No original interest holder is a common stakeholder for an * arrangement if either the original entity or the replacement entity had at least 300 * members (for a company) or 300 beneficiaries (for a trust) just before the arrangement started. Significant stake (6) An entity has a significant stake in a company at a time if the entity, or the entity and the entity’s * associates between them: (a) have at that time * shares carrying 30% or more of the voting rights in the company; or (b) have at that time the right to receive 30% or more of any * dividends that the company may pay; or (c) have at that time the right to receive 30% or more of any distribution of capital of the company. Example: There are 4 shareholders in YZT Company: Sonja has 60%, Mario has 20%, Peter has 10% and Dave has 10%. Sonja, Mario and Peter are associates. They each have a significant stake in YZT because, on an associate inclusive basis, they each have a 90% stake in YZT. Dave does not have a significant stake because his total stake, on an associate inclusive basis, is 10%. (7) An entity has a significant stake in a trust at a time if the entity, or the entity and the entity’s * associates between them, had at that time the right to receive 30% or more of any distribution to beneficiaries of the trust of income or capital of the trust. (8) No original interest holder has a significant stake in a company that has at least 300 * members or a trust that has at least 300 beneficiaries if it is reasonable for the company or the trustee of the trust to conclude that this is the case on the information available to it. Note: There are some cases where a company or trust will not be regarded as having 300 members or beneficiaries: see section 124 ‑ 810. Common stake (9) If the original entity and the replacement entity are companies, an entity, or 2 or more entities, have a common stake in the original entity just before the * arrangement started and in the replacement entity just after the arrangement was completed if the entity or entities, and their * associates, between them: (a) had 80% or more of: (i) the voting rights in the original entity just before the arrangement started; and (ii) the voting rights in the replacement entity just after the arrangement was completed; or (b) had the right to receive 80% or more of: (i) any * dividends that the original entity may pay just before the arrangement started; and (ii) any dividends that the replacement entity may pay just after the arrangement was completed; or (c) had the right to receive 80% or more of: (i) any distribution of capital of the original entity just before the arrangement started; and (ii) any distribution of capital of the replacement entity just after the arrangement was completed. (10) If the original entity and the replacement entity are trusts, an entity, or 2 or more entities, have a common stake in the original entity just before the * arrangement started and in the replacement entity just after the arrangement was completed if the entity or entities, and their * associates, between them: (a) had, just before the arrangement started, the right to receive 80% or more of any distribution to beneficiaries of the original entity of income or capital of the original entity; and (b) had, just after the arrangement was completed, the right to receive 80% or more of any distribution to beneficiaries of the replacement entity of income or capital of that entity.

Amendment history: Inserted by No 89 of 2000, effective s 4, Sch 1 (items 1–17, 19–25, 30–32, 34–65, 65A, 68), Sch 2 (items 63–66, 69, 71–79, 79A, 79B, 80–83, 83A, 84), Sch 4, Sch 5 (items 1–31, 34), Sch 6 and Sch 9 (items 5, 9, 26, 43, 55–57, 62, 63, 66, 67): 30 June 2000 (s 2(1)) Sch 1 (item 18): 1 pm (A.C.T.) 11 Nov 1999 (s 2(2)) Sch 1 (items 26–29, 33): 31 May 2000 (s 2(3)) Sch 2 (items 67, 68, 70): 1 July 2001 (s 2(5)) Sch 9 (items 1–4, 6–8, 10–25, 27–42, 44–54, 58–61, 64, 65, 68–73): 1 July 2000 (s 2(11)) | Amended by No 101 of 2003, effective s. 4, Schedule 1 (items 2–20, 22), Schedule 2 (items 1–12), Schedule 3 (items 2–6) and Schedule 6 (items 16, 22–25, 27, 28, 30): Royal Assent s. 5: 11 Oct 2002 Sch 6 (items 17–19): 1 July 1997 (s 2(1) items 17, 18) Sch 6 (items 20, 21): 21 Dec 2000 (s 2(1) items 19, 20) Sch 6 (item 26): 10 Dec 1999 (s 2(1) item 22) Sch 6 (item 29): 30 June 2000 (s 2(1) item 25) | Amended by No 119 of 2013, effective Sch 1: 30 June 2013 (s 2(1) item 2) Remainder: 29 June 2013(s 2(1) items 1, 3, 4) | Amended by No 135 of 2015, effective Sch 1: 13 Oct 2015 (s 2(1) item 2)

s 124-783A — Rights that affect stakes

(1) An entity has a significant stake in another entity if: (a) the first entity has one or more * stake options in the other entity; and (b) the first entity would have such a stake (under section 124 ‑ 783) if the first entity acquired * stake interests in the other entity under any of those stake options. Note: Paragraph (b) is satisfied if there are any circumstances (e.g. the first entity exercises some but not all of the stake options) in which the first entity would have a significant stake in the other entity, even if in other circumstances the first entity would not have such a stake. (2) An entity, or 2 or more entities, have a common stake in the original entity just before the * arrangement started and in the replacement entity just after the arrangement was completed if: (a) the entities: (i) had one or more * stake options in the original entity before the arrangement started; or (ii) have one or more stake options in the replacement entity; and (b) the entities would have such stakes (under section 124 ‑ 783) if: (i) the entities had acquired * stake interests in the original entity under any of the stake options mentioned in subparagraph (a)(i); or (ii) the entities acquired stake interests in the replacement entity under some or all of the stake options mentioned in subparagraph (a)(ii). (3) Something is a stake option an entity has in another entity if it gives the first entity, or its * associates, a right to acquire the following ( stake interests ): (a) if the other entity is a company: (i) voting rights in the company; or (ii) the right to receive any part of any * dividends that the company may pay; or (iii) the right to receive any part of any distribution of capital of the company; (b) if the other entity is a trust—the right to receive any part of any distribution to beneficiaries of the trust of income or capital of the trust; and the acquisition could occur before the end of 5 years after the * arrangement was completed. Example 1: An option. Example 2: A share that gives a voting right that is temporarily supressed. (4) For the purposes of subsection (1), treat the reference in subparagraph (3)(a)(i) to voting rights as being a reference to * shares carrying voting rights. (5) This section does not limit subsections 124 ‑ 783(6) to (10).

Amendment history: Inserted by No 135 of 2015, effective Sch 1: 13 Oct 2015 (s 2(1) item 2)

s 124-784 — Cost base of equity or debt given within acquiring group

Purpose (1) This section allocates an appropriate * cost base to equity issued, or new debt owed, under the * arrangement, by a member of a * wholly ‑ owned group to another member (the recipient ) of the group, if: (a) the acquiring entity is a member of the group; and (b) the cost base of an original interest was transferred or allocated under section 124 ‑ 782 because the original interest holder is a * significant stakeholder or a * common stakeholder for the arrangement. Allocation of cost base (2) The first element of the * cost base of the equity or debt for the recipient is that part of the cost base of the original interest transferred or allocated under section 124 ‑ 782 as: (a) may be reasonably allocated to the equity or debt; and (b) is not more than the * market value of the equity or debt just after the * arrangement was completed.

Amendment history: Inserted by No 89 of 2000, effective s 4, Sch 1 (items 1–17, 19–25, 30–32, 34–65, 65A, 68), Sch 2 (items 63–66, 69, 71–79, 79A, 79B, 80–83, 83A, 84), Sch 4, Sch 5 (items 1–31, 34), Sch 6 and Sch 9 (items 5, 9, 26, 43, 55–57, 62, 63, 66, 67): 30 June 2000 (s 2(1)) Sch 1 (item 18): 1 pm (A.C.T.) 11 Nov 1999 (s 2(2)) Sch 1 (items 26–29, 33): 31 May 2000 (s 2(3)) Sch 2 (items 67, 68, 70): 1 July 2001 (s 2(5)) Sch 9 (items 1–4, 6–8, 10–25, 27–42, 44–54, 58–61, 64, 65, 68–73): 1 July 2000 (s 2(11)) | Amended by No 58 of 2006, effective s. 4, Schedules 1, 2, Schedule 3 (items 1–3, 7), Schedule 4, Schedule 5 (items 1–3) and Schedule 7 (items 51–113, 213–216, 257–263): Royal Assent Sch 7 (items 179–188): 1 July 2004 (s 2(1) item 15) Sch 7 (item 189): 5 July 1999 (s 2(1) item 16) Sch 7 (item 190): 30 June 2000 (s 2(1) item 17) Sch 7 (item 191): 24 Oct 2002 (s 2(1) item 18) Sch 7 (item 192): 30 June 2004 (s 2(1) item 19) Sch 7 (item 193): 22 Dec 1999 (s 2(1) item 20) | Repealed and substituted by No 135 of 2015, effective Sch 1: 13 Oct 2015 (s 2(1) item 2)

s 124-784A — When arrangement is a restructure

(1) This section applies in relation to a single * arrangement if: (a) the replacement entity for the arrangement knows, or could reasonably be expected to know: (i) that a roll ‑ over under section 124 ‑ 780 or 124 ‑ 781 has been, or will be, obtained in relation to the arrangement; and (ii) that there is a * common stakeholder for the arrangement (disregarding subsections 124 ‑ 783(4) and (5)); and (b) subsection (2) is satisfied for the arrangement. Note: If this section applies, the first element of the cost base and reduced cost base of interests in the original entity acquired under the arrangement is worked out under section 124 ‑ 784B. (2) This subsection is satisfied for the * arrangement if the result of step 2 is more than 80% of the result of step 3. Method statement Step 1. Add up the * market value just after the * arrangement was completed (the completion time ) of all of the replacement interests issued by the replacement entity under the arrangement in exchange for the following interests (the qualifying interests ): (a) original interests in the original entity; (b) any interests issued by the original entity to an acquiring entity under the arrangement in respect of other original interests in the original entity cancelled under the arrangement. Step 2. Add to the result of step 1 the * market value at the completion time of all of the replacement interests issued by the replacement entity under any earlier arrangement for which this section applied in exchange for qualifying interests in the original entity. Step 3. Add up the * market value at the completion time of all of the: (a) if the replacement entity is a company— * shares * on issue by the replacement entity; and (b) if the replacement entity is a company—options, rights and similar interests issued by the replacement entity that give the holder an entitlement to acquire a share in the replacement entity at or after the completion time; and (c) if the replacement entity is a trust—units or other interests in the replacement entity; and (d) if the replacement entity is a trust—options, rights or similar interests issued by the replacement entity that gives the holder an entitlement to acquire a unit or other interest in the replacement entity at or after the completion time. Application if an entity is listed (3) For the purposes of: (a) subsection (2); and (b) step 5 of the method statement in subsection 124 ‑ 784B(2); if interests in an entity are listed for quotation in the official list of an * approved stock exchange at the completion time, then the replacement entity may choose that the * market value at that time of an interest in the first ‑ mentioned entity is taken to be the * officially quoted price of the interest at that time. Application if more than one original entity (4) If qualifying interests in more than one original entity are * acquired under the * arrangement, then, for the purposes of subsections (1) and (2): (a) those interests of each of those original entities are taken to have been acquired under separate arrangements; and (b) those separate arrangements are taken to have happened in the same order as the acquisitions. (5) If qualifying interests in more than one original entity: (a) would be taken by subsection (4) to have been * acquired under separate * arrangements happening at the same time; or (b) are acquired under separate arrangements that commence at the same time; then, for the purposes of subsections (1) and (2), the replacement entity must choose the order in which those separate arrangements are to have happened. Meaning of officially quoted price (6) An interest in an entity has an officially quoted price at a particular time if, during the one week period starting on the day in which that time occurred, there was at least one transaction on the relevant stock exchange in interests of that class. That price is the weighted average of the prices at which those interests were traded on that stock exchange during that period. (7) For the purposes of subsection (6), if an interest is quoted on 2 or more * approved stock exchanges on that day, the officially quoted price of the interest is determined under subsection (6) in respect of whichever of those the entity chooses.

Amendment history: Inserted by No 14 of 2009, effective Schedule 1, Schedule 4 (items 11–34, 52) and Schedule 5 (items 7–13): Royal Assent Schedule 5 (items 2, 3, 14): 29 Jan 2009 Schedule 5 (items 5, 6): 1 July 2011 | Amended by No 135 of 2015, effective Sch 1: 13 Oct 2015 (s 2(1) item 2)

s 124-784B — What is the cost base and reduced cost base when arrangement is a restructure?

(1) This section applies in relation to each qualifying interest in the original entity: (a) * acquired by an acquiring entity under an * arrangement to which section 124 ‑ 784A applies; and (b) for which the first element of the * cost base of the acquiring entity is not worked out under section 124 ‑ 782. Note: Section 124 ‑ 782 applies when an original interest holder is a significant stakeholder or a common stakeholder. First element of cost base—qualifying interests acquired in exchange for replacement interests only (2) The first element of the * cost base of the acquiring entity for the qualifying interest in the original entity is worked out as follows: Method statement Step 1. Add up: (a) the * market value, at the completion time, of the original entity’s * pre ‑ CGT assets (except * trading stock); and (b) the * cost bases, at the completion time, of the original entity’s * post ‑ CGT assets (except trading stock); and (c) for the original entity’s * CGT assets (except trading stock) that had no cost base—the maximum amount of consideration the original entity would need to receive if it were to dispose, at the completion time, of those assets without an amount being assessable income of, or deductible to, the original entity; and (d) the amount worked out under steps 2 and 3. Step 2. For the original entity’s * trading stock, add up: (a) the * value of the trading stock at the start of the income year containing the completion time; and (b) for * live stock acquired by natural increase during that income year but before the completion time—the * cost of that live stock; and (c) the amount of any outgoing incurred in connection with acquiring an item of trading stock during that income year but before the completion time (except live stock acquired by natural increase); and (d) the amount of any outgoings forming part of the cost of the trading stock incurred by the entity during its current holding of the trading stock but before the completion time. Step 3. For any asset of the original entity not covered by steps 1 and 2, work out the amount that would be the asset’s * cost base at the completion time if it were a * CGT asset. Step 4. Subtract from the result of step 1 the original entity’s liabilities (if any) at the completion time in respect of those assets. Step 5. If there is one class of * membership interests in the original entity, divide the result of step 4 by the total number of those membership interests at the completion time. If there are 2 or more classes of membership interests in the original entity, allocate a portion of the result of step 4 to each class in proportion to the * market value of all the membership interests in that class and divide that result by the total number of membership interests in that class at the completion time. Note 1: For the purposes of this subsection, Division 701 (Core rules for consolidated groups) is disregarded for an original entity that becomes a subsidiary member of a consolidated group or MEC group under the arrangement (see paragraph 715 ‑ 910(1)(a)). Note 2: If the original entity is the head company of a consolidated group or MEC group, then subsection 701 ‑ 1(1) (the single entity rule) and section 701 ‑ 5 (the entry history rule) apply in relation to that group when working out steps 1 and 2 (see subsection 715 ‑ 910(2)). Note 3: For step 5, the replacement entity may choose to use the officially quoted price of the qualifying interests as their market value (see subsection 124 ‑ 784A(3)). First element of cost base—interests acquired in exchange for replacement interests and cash etc. (3) However, if the qualifying interest was acquired under the * arrangement partly in exchange for one or more replacement interests and partly for something else, subsection (2) applies only for working out the first element of that part of the * cost base of the qualifying interest that is attributable to the replacement interests. Note 1: This means that the acquiring entity will have to apportion the cost base amount worked out under subsection (2) according to the relative values of the replacement interests and the other component. Note 2: The first element of that part of the cost base, and reduced cost base, of the qualifying interest that is attributable to cash etc. is worked out using the general rules about cost base. Liabilities (4) For the purposes of step 4 of subsection (2), a liability of the original entity that is not a liability in respect of a specific asset or assets of the entity is taken to be a liability in respect of all the assets of the entity. (5) If a liability is in respect of 2 or more assets, the proportion of the liability that is in respect of any one of those assets is equal to: First element of reduced cost base (6) The first element of the * reduced cost base of the acquiring entity for the qualifying interest in the original entity is worked out similarly. Rights and options to acquire membership interests (7) For the purposes of step 5 of subsection (2), if at the completion time a person holds an option, right or similar interest (including a contingent option, right or interest), created or issued by the original entity, to acquire a * membership interest in the original entity, that option, right or interest is treated as if it were a membership interest in the original entity.

Amendment history: Inserted by No 14 of 2009, effective Schedule 1, Schedule 4 (items 11–34, 52) and Schedule 5 (items 7–13): Royal Assent Schedule 5 (items 2, 3, 14): 29 Jan 2009 Schedule 5 (items 5, 6): 1 July 2011 | Amended by No 15 of 2017, effective Sch 1 (item 1): 1 Mar 2017 (s 2(1) item 2) Sch 2 and Sch 4 (items 26–69, 71–83): 1 Apr 2017 (s 2(1) items 3, 8, 10) Sch 4 (item 70): 19 Mar 2015 (s 2(1) item 9)

s 124-784C — Cost base of equity or debt given within acquiring group

Purpose (1) This section allocates an appropriate * cost base to equity issued, or new debt owed, under the * arrangement by a member of a * wholly ‑ owned group to another member (the holder ) of the group, if: (a) an acquiring entity is a member of the group; and (b) the cost base of the acquiring entity for a qualifying interest was worked out under section 124 ‑ 784B. Allocation of cost base (2) The first element of the * cost base of the equity or debt for the holder is that part of the cost base of the qualifying interest worked out under section 124 ‑ 784B as: (a) may be reasonably allocated to the equity or debt; and (b) is not more than the * market value of the equity or debt at the completion time.

Amendment history: Inserted by No 14 of 2009, effective Schedule 1, Schedule 4 (items 11–34, 52) and Schedule 5 (items 7–13): Royal Assent Schedule 5 (items 2, 3, 14): 29 Jan 2009 Schedule 5 (items 5, 6): 1 July 2011 | Repealed and substituted by No 135 of 2015, effective Sch 1: 13 Oct 2015 (s 2(1) item 2)

s 124-785 — What is the roll ‑ over?

(1) A * capital gain you make from your original interest is disregarded. (2) You work out the first element of the * cost base of each * CGT asset you received as a result of the exchange by reasonably attributing to it the cost base (or the part of it) of your original interest for which it was exchanged and for which you obtained the roll ‑ over. (3) In applying subsection (2), you reduce the * cost base of your original interest (just before you stop owning it) by so much of that cost base as is attributable to an ineligible part (see section 124 ‑ 790). (4) The first element of the * reduced cost base is worked out similarly. Example 1: Lyn exchanges 1 share with a cost base of $10 for another share. The cost base of the new share is $10. Example 2: Glenn exchanges 2 shares with cost bases of $10 and $11 respectively for one new share. The cost base of the new share is $21. Example 3: Wayne exchanges 1 share with a cost base of $9 for share A with a market value of $5 and share B with a market value of $10. The cost base of share A is $3 and the cost base of share B is $6.

Amendment history: Inserted by No 165 of 1999, effective s 4, Sch 1 (items 1–53, 61, 62), Sch 2, Sch 3 (items 1–4, 18) and Sch 4: 10 Dec 1999 (s 2(1), (2))

s 124-790 — Partial roll ‑ over

(1) The original interest holder can obtain only a partial roll ‑ over if its * capital proceeds for its original interest include something (the ineligible proceeds ) other than its replacement interest. There is no roll ‑ over for that part (the ineligible part ) of its original interest for which it received ineligible proceeds. (2) The * cost base of the ineligible part is that part of the cost base of your original interest as is reasonably attributable to it. Example: Ken owns 100 shares in Aim Ltd. Those shares have a cost base of $2. Ken accepts an offer from LBZ Ltd to acquire those shares. The offer is 1 share in LBZ (market value $4) plus $1 for each Aim share. Ken chooses the roll ‑ over to the extent that he can. The cost base of the ineligible part is [$100  $200]  $500  $40. Ken makes a capital gain of $100  $40  $60.

Amendment history: Inserted by No 165 of 1999, effective s 4, Sch 1 (items 1–53, 61, 62), Sch 2, Sch 3 (items 1–4, 18) and Sch 4: 10 Dec 1999 (s 2(1), (2)) | Amended by No 89 of 2000, effective s 4, Sch 1 (items 1–17, 19–25, 30–32, 34–65, 65A, 68), Sch 2 (items 63–66, 69, 71–79, 79A, 79B, 80–83, 83A, 84), Sch 4, Sch 5 (items 1–31, 34), Sch 6 and Sch 9 (items 5, 9, 26, 43, 55–57, 62, 63, 66, 67): 30 June 2000 (s 2(1)) Sch 1 (item 18): 1 pm (A.C.T.) 11 Nov 1999 (s 2(2)) Sch 1 (items 26–29, 33): 31 May 2000 (s 2(3)) Sch 2 (items 67, 68, 70): 1 July 2001 (s 2(5)) Sch 9 (items 1–4, 6–8, 10–25, 27–42, 44–54, 58–61, 64, 65, 68–73): 1 July 2000 (s 2(11)) | Amended by No 97 of 2008, effective Sch 1 (items 3–12) and Sch 3 (items 44–173, 189): 3 Oct 2008 (s 2(1) items 2, 3–5)

s 124-795 — Exceptions

(1) You cannot obtain the roll ‑ over if, just before you stop owning your original interest, you are a foreign resident unless, just after you * acquire your replacement interest, the replacement interest is * taxable Australian property. (2) You cannot obtain the roll ‑ over if: (a) any * capital gain you might make from your replacement interest would be disregarded (except because of a roll ‑ over); or (b) you and the acquiring entity are members of the same * wholly ‑ owned group just before you stop owning your original interest and the acquiring entity is a foreign resident. Example: An example of a capital gain or loss being disregarded as mentioned in paragraph (2)(a) is because the asset is trading stock. Note: A roll ‑ over may be available under Subdivision 126 ‑ B in the circumstances mentioned in paragraph (2)(b). (3) You cannot obtain the roll ‑ over for the * CGT event happening in relation to the exchange of your original interest if you can choose a roll ‑ over under Division 122 or 615 for that event. Note: Division 122 deals with the disposal of assets to a wholly ‑ owned company, and Division 615 deals with business restructures. (4) You cannot obtain the roll ‑ over for the * CGT event happening in relation to the exchange of your qualifying interest if: (a) the replacement entity makes a choice to that effect under this subsection; and (b) that entity or the original entity notifies you in writing of the choice before the exchange.

Amendment history: Inserted by No 165 of 1999, effective s 4, Sch 1 (items 1–53, 61, 62), Sch 2, Sch 3 (items 1–4, 18) and Sch 4: 10 Dec 1999 (s 2(1), (2)) | Amended by No 89 of 2000, effective s 4, Sch 1 (items 1–17, 19–25, 30–32, 34–65, 65A, 68), Sch 2 (items 63–66, 69, 71–79, 79A, 79B, 80–83, 83A, 84), Sch 4, Sch 5 (items 1–31, 34), Sch 6 and Sch 9 (items 5, 9, 26, 43, 55–57, 62, 63, 66, 67): 30 June 2000 (s 2(1)) Sch 1 (item 18): 1 pm (A.C.T.) 11 Nov 1999 (s 2(2)) Sch 1 (items 26–29, 33): 31 May 2000 (s 2(3)) Sch 2 (items 67, 68, 70): 1 July 2001 (s 2(5)) Sch 9 (items 1–4, 6–8, 10–25, 27–42, 44–54, 58–61, 64, 65, 68–73): 1 July 2000 (s 2(11)) | Amended by No 117 of 2002, effective s 4: 2 Dec 2002 (s 2(1) item 1) Sch 1, 2, Sch 3 (items 1–7), Sch 4, Sch 5 (items 1–12), Sch 6–8, Sch 11 (items 8–11), Sch 12 (items 1–23), Sch 13 (items 1–14) and Sch 14 (items 8–13): 24 Oct 2002 (s 2(1) items 2, 3, 5, 6, 9) Sch 17: 29 June 2002 (s 2(1) item 11) | Amended by No 41 of 2005, effective s. 4, Schedule 1 (items 1–11), Schedule 2 (items 1–9, 11), Schedule 3 (items 17–22), Schedule 6 (items 1–3, 5, 12–15, 17–28), Schedule 7, Schedule 10 (items 36–221, 271–273) and Schedule 11 (items 4, 5): Royal Assent Sch 10 (item 247): 28 Dec 2002 (s 2(1) item 9) Sch 10 (items 248, 259, 260): 24 Oct 2002 (s 2(1) items 10, 14, 15) Sch 10 (items 249, 250–257, 263, 264): 29 June 2002 (s 2(1) items 11, 12, 17) Sch 10 (item 258): 30 June 2000 (s 2(1) item 13) Sch 10 (items 261, 262): 1 July 2000 (s 2(1) item 16) | Amended by No 168 of 2006, effective Schedule 3 (items 3–5): 13 Dec 2005 Remainder: Royal Assent | Amended by No 14 of 2009, effective Schedule 1, Schedule 4 (items 11–34, 52) and Schedule 5 (items 7–13): Royal Assent Schedule 5 (items 2, 3, 14): 29 Jan 2009 Schedule 5 (items 5, 6): 1 July 2011 | Amended by No 133 of 2014, effective s 4, Sch 1 (items 1, 4–29, 37–40) and Sch 2 (items 1–3, 5): 12 Dec 2014 (s 2(1) items 1, 2)

s 124-800 — Interest received for pre ‑ CGT interest

(1) If, in consequence of the * arrangement, you exchange an interest that you * acquired before 20 September 1985 for an interest in the replacement entity, the first element of the * cost base and * reduced cost base of the interest in the replacement entity is its * market value just after you acquired it. (2) The * cost base and * reduced cost base of the interest in the replacement entity is reduced if all or part of a * capital gain from * CGT event K6 happening is disregarded because of subsection 104 ‑ 230(10). The amount of the reduction is the amount of the * capital gain you disregard under that subsection. Note 1: The full list of CGT events is in section 104 ‑ 5. Note 2: Subsection 104 ‑ 230(10) provides that a capital gain from CGT event K6 is disregarded to the extent that you could have chosen a roll ‑ over under this Subdivision if your original interest had been post ‑ CGT.

Amendment history: Inserted by No 165 of 1999, effective s 4, Sch 1 (items 1–53, 61, 62), Sch 2, Sch 3 (items 1–4, 18) and Sch 4: 10 Dec 1999 (s 2(1), (2)) | Repealed and substituted by No 89 of 2000, effective s 4, Sch 1 (items 1–17, 19–25, 30–32, 34–65, 65A, 68), Sch 2 (items 63–66, 69, 71–79, 79A, 79B, 80–83, 83A, 84), Sch 4, Sch 5 (items 1–31, 34), Sch 6 and Sch 9 (items 5, 9, 26, 43, 55–57, 62, 63, 66, 67): 30 June 2000 (s 2(1)) Sch 1 (item 18): 1 pm (A.C.T.) 11 Nov 1999 (s 2(2)) Sch 1 (items 26–29, 33): 31 May 2000 (s 2(3)) Sch 2 (items 67, 68, 70): 1 July 2001 (s 2(5)) Sch 9 (items 1–4, 6–8, 10–25, 27–42, 44–54, 58–61, 64, 65, 68–73): 1 July 2000 (s 2(11)) | Amended by No 58 of 2006, effective s. 4, Schedules 1, 2, Schedule 3 (items 1–3, 7), Schedule 4, Schedule 5 (items 1–3) and Schedule 7 (items 51–113, 213–216, 257–263): Royal Assent Sch 7 (items 179–188): 1 July 2004 (s 2(1) item 15) Sch 7 (item 189): 5 July 1999 (s 2(1) item 16) Sch 7 (item 190): 30 June 2000 (s 2(1) item 17) Sch 7 (item 191): 24 Oct 2002 (s 2(1) item 18) Sch 7 (item 192): 30 June 2004 (s 2(1) item 19) Sch 7 (item 193): 22 Dec 1999 (s 2(1) item 20)

s 124-810 — Certain companies and trusts not regarded as having 300 members or beneficiaries

(1) For the purposes of this Subdivision, a company is treated as if it did not have at least 300 * members if subsection (3) or (5) applies to it. (2) For the purposes of this Subdivision, a trust is treated as if it did not have at least 300 beneficiaries if subsection (4) or (5) applies to it. Concentrated ownership (3) This subsection applies to a company if an individual owns, or up to 20 individuals own between them, directly or indirectly (through one or more interposed entities) and for their own benefit, * shares in the company: (a) carrying * fixed entitlements to: (i) at least 75% of the company’s income; or (ii) at least 75% of the company’s capital; or (b) carrying at least 75% of the voting rights in the company. (4) This subsection applies to a trust if an individual owns, or up to 20 individuals own between them, directly or indirectly (through one or more interposed entities) and for their own benefit, units or other fixed interests in the trust: (a) carrying * fixed entitlements to: (i) at least 75% of the trust’s income; or (ii) at least 75% of the trust’s capital; or (b) if beneficiaries of the trust have a right to vote in respect of activities of the trust—carrying at least 75% of those voting rights. Possible variation of rights etc. (5) This subsection applies to a company or trust if, because of: (a) any provision in the entity’s constituent document, or in any contract, agreement or instrument: (i) authorising the variation or abrogation of rights attaching to any of the * shares, units or other fixed interests in the entity; or (ii) relating to the conversion, cancellation, extinguishment or redemption of any of those interests; or (b) any contract, * arrangement, option or instrument under which a person has power to acquire any of those interests; or (c) any power, authority or discretion in a person in relation to the rights attaching to any of those shares, units or interests; it is reasonable to conclude that the rights attaching to any of those interests are capable of being varied or abrogated in such a way (even if they are not in fact varied or abrogated in that way) that, directly or indirectly, subsection (3) or (4) would apply to the entity. Single individual (6) For the purposes of subsections (3) and (4), all of the following are taken to be a single individual: (a) an individual, whether or not the individual holds * shares, units or other interests in the entity concerned; (b) the individual’s * associates; (c) for any shares, units or interests in respect of which other individuals are nominees of the individual or of the individual’s associates—those other individuals.

Amendment history: Inserted by No 165 of 1999, effective s 4, Sch 1 (items 1–53, 61, 62), Sch 2, Sch 3 (items 1–4, 18) and Sch 4: 10 Dec 1999 (s 2(1), (2)) | Amended by No 89 of 2000, effective s 4, Sch 1 (items 1–17, 19–25, 30–32, 34–65, 65A, 68), Sch 2 (items 63–66, 69, 71–79, 79A, 79B, 80–83, 83A, 84), Sch 4, Sch 5 (items 1–31, 34), Sch 6 and Sch 9 (items 5, 9, 26, 43, 55–57, 62, 63, 66, 67): 30 June 2000 (s 2(1)) Sch 1 (item 18): 1 pm (A.C.T.) 11 Nov 1999 (s 2(2)) Sch 1 (items 26–29, 33): 31 May 2000 (s 2(3)) Sch 2 (items 67, 68, 70): 1 July 2001 (s 2(5)) Sch 9 (items 1–4, 6–8, 10–25, 27–42, 44–54, 58–61, 64, 65, 68–73): 1 July 2000 (s 2(11)) | Amended by No 41 of 2011, effective Schedule 1 (items 1–3): 1 Jan 2011 Schedule 1 (items 4–6) and Schedule 5 (items 25–29, 33, 36–50, 74–78, 80–145, 148–167, 173–175, 383–396, 400, 414–418): Royal Assent Schedule 5 (items 9, 18–20): 28 June 2011 Schedule 5 (items 51–54): 1 July 2011

s 124-850 — What this Subdivision is about

Entities can choose to obtain a roll ‑ over if: (a) a trust disposes of all of its assets to a company; and (b) units and interests in the trust are replaced by shares in the company. The roll ‑ over may also be available for 2 or more trusts disposing of all their assets to a single company. Note: The effect of the roll ‑ over may be reversed if the trust does not cease to exist within 6 months: see section 104 ‑ 195. Table of sections Operative provisions 124 ‑ 855 What this Subdivision deals with 124 ‑ 860 Requirements for roll ‑ over 124 ‑ 865 Entities both choose the roll ‑ over 124 ‑ 870 Roll ‑ over for owner of units or interests in a trust 124 ‑ 875 Effect on the transferor and transferee

Amendment history: Inserted by No 53 of 2002, effective Schedules 3 and 4: 1 July 2002 Remainder: Royal Assent

s 124-855 — What this Subdivision deals with

(1) A roll ‑ over may be available for a restructuring (a trust restructure ) if: (a) a trust, or 2 or more trusts, (the transferor ) * dispose of all of their * CGT assets to a company limited by * shares (the transferee ); and (b) * CGT event E4 is capable of applying to all of the units and interests in the transferor; and (c) the requirements in section 124 ‑ 860 are met. Note: A roll ‑ over is not available for a restructure undertaken by a discretionary trust. (2) For 2 or more transferors, units and interests in each transferor must be owned in the same proportions by the same beneficiaries. Example: Matthew and Jaclyn each own 50% of the units in the Spring Unit Trust and the Dale Unit trust. All of the assets of both trusts are disposed of to Jonathon Pty Ltd. A roll ‑ over for a trust restructure is available if the other requirements of this Subdivision are met.

Amendment history: Inserted by No 53 of 2002, effective Schedules 3 and 4: 1 July 2002 Remainder: Royal Assent