Document ID: chunk:federal_register_of_legislation:C2025C00029:section:12:p31
Version: federal_register_of_legislation:C2025C00029
Segment Type: section
Provision Reference: s 12 (pt 31/34)
Character Range: 5153063–5155953

If:
 (a) section 328‑455 applies in relation to the transfer of an asset under a transaction; and
 (b) the transaction provides for *membership interests to be issued; and
 (c) the membership interests constitute all or part of the consideration provided for the transfer of assets (transferred assets) under the transaction;
then:
 (d) the first element of the membership interests' *cost base is the sum of:
 (i) the *roll‑over costs of the transferred assets that are neither *depreciating assets nor *pre‑CGT assets; and
 (ii) the *adjustable values of the transferred assets that are depreciating assets;
  (less any liabilities that a transferee of any of the transferred assets undertakes to discharge in respect of the transferred assets) divided by the number of membership interests; and
 (e) the first element of the membership interests' *reduced cost base is worked out similarly.
 (2) However, if the *membership interests constituted only a part of the total consideration provided for the transfer of the transferred assets, reduce accordingly the amounts worked out under paragraphs (1)(d) and (e).

328‑470  Membership interests affected by transfers of assets
  If:
 (a) section 328‑455 applies in relation to the transfer of an asset under a transaction; and
 (b) an entity holds, either directly or indirectly:
 (i) a *membership interest in the transferor or a transferee; or
 (ii) a membership interest that was issued as provided for by the transaction;
disregard a *capital loss from a *CGT event that arises in relation to the membership interest after the transaction takes effect, except to the extent that the entity can demonstrate that the loss is attributable to a matter other than the transaction.

328‑475  Small business restructures involving assets already subject to small business roll‑over
  If:
 (a) section 328‑455 applies in relation to the transfer of an asset (the transferred asset) of the transferor's business to one or more transferees; and
 (b) the transferor has previously chosen a small business roll‑over under Subdivision 152‑E for a *CGT event that happened in relation to a *CGT asset for which the transferred asset is a replacement asset (within the meaning of sections 104‑185, 104‑190, 104‑197 and 104‑198);
sections 104‑185, 104‑190, 104‑197 and 104‑198 apply to each transferee (to the extent of the transferee's interest in the asset) as if the transferee, and not the transferor, made that choice.
Note: Sections 104‑185, 104‑190, 104‑197 and 104‑198 provide for capital gains to arise under CGT events J2, J5 and J6, after the choice of a small business roll‑over under Subdivision 152‑E has deferred the making of a capital gain.

Division 355—Research and Development

Table of Subdivisions
 Guide to Division 355
355‑A Object
355‑B Meaning of R&D activities and other terms
355‑C Entitlement to tax offset
355‑D Notional