Document ID: chunk:federal_register_of_legislation:C2004C00958:clause:1_3:p6
Version: federal_register_of_legislation:C2004C00958
Segment Type: clause
Provision Reference: sch 1 cl 3 (pt 6/22)
Character Range: 377482–380131

(4) There are some rules that apply in both cases: see section 124‑380.

 (5) There are also consequences for the other company if you can choose to obtain the roll‑over: see section 124‑385.

[This is the end of the Guide.]

Disposal case

124‑360  Disposal of shares in one company for shares in another one

  You can choose to obtain a roll‑over if:

 (a) you are a *member of a company (the original company); and

 (b) you and at least one other entity (the exchanging members) own all the *shares in it; and

 (c) under a *scheme for reorganising its affairs, the exchanging members *dispose of all their shares in it to another company (the interposed company) in exchange for shares in the interposed company (and nothing else);

and the requirements in sections 124‑365 and 124‑380 are satisfied.

Note: The roll‑over consequences are set out in Subdivision 124‑A. The original assets are your shares in the original company. The new assets are your new shares in the interposed company.

124‑365  Other requirements to be satisfied

 (1) The interposed company must own all the *shares in the original company just after all the exchanging members have *disposed of their shares in the original company (the completion time).

 (2) Just after the completion time, each exchanging member must own:

 (a) a whole number of *shares in the interposed company; and

 (b) a percentage of the *shares in the interposed company that were issued to all the exchanging members that is equal to the percentage of the shares in the original company (that were *disposed of to the interposed company) that the member owned.

 (3) The ratio of:

 • the market value of each exchanging member's *shares in the interposed company to the market value of the shares in the interposed company issued to all the exchanging members (worked out just after the completion time);

must equal the ratio of:

 • the market value of that member's shares in the original company that were *disposed of to the interposed company to the market value of all the shares in the original company that were disposed of to the interposed company (worked out just before the first disposal).

Example: There are 100 shares in A Pty Ltd (the original company), all having the same rights. B Pty Ltd (the interposed company) acquires all the shares in A by issuing each shareholder in A 10 shares in itself for each share they have in A. All shares in B have the same rights. Bill owned 15 shares in A and received 150 shares in B in exchange.

 (4) Either:

 (a) you are an Australian resident at the time you *disposed of your *shares in the original