Document ID: chunk:federal_register_of_legislation:C2012C00388:clause:4_1:p2
Version: federal_register_of_legislation:C2012C00388
Segment Type: clause
Provision Reference: sch 4 cl 1 (pt 2/10)
Character Range: 13838–16559

does not apply to the transferred amount if it could, at all times before the transfer, be identified in the books of the company as an amount of share capital.

197‑15  Exclusion for amounts transferred under debt/equity swaps

 (1) Subject to subsection (2), this Division does not apply to the transferred amount if:
 (a) the transfer is under an *arrangement under which:
 (i) a person discharges, releases or otherwise extinguishes the whole or a part of a debt that the company owes to the person; and
 (ii) the discharge, release or extinguishment is in return for the company issuing *shares (other than redeemable preference shares) in the company to the person; and
 (b) the transfer is a credit to the *share capital account that is made because of the issue of the shares in return for the discharge, release or extinguishment of the debt.

 (2) If the transferred amount exceeds the lesser of:
 (a) the *market value of the *shares issued by the company; and
 (b) so much of the debt as is discharged, released or extinguished in return for the shares;
subsection (1) does not stop this Division from applying to the amount of the excess.

197‑20  Exclusion for amounts transferred leading to there being no shares with a par value—non‑Corporations Act companies

  This Division does not apply to the transferred amount if:
 (a) immediately before the transfer of the amount, the company was not incorporated under the Corporations Act 2001; and
 (b) the transfer is under, or in accordance with, a law of the Commonwealth, or of a State or Territory, that requires or allows either or both of the following to become part of the company's *share capital account:
 (i) the company's share premium account;
 (ii) the company's capital redemption reserve; and
 (c) the transfer is made as part of a process that leads to there being no *shares in the company that have a par value; and
 (d) the amount is transferred from the company's share premium account or capital redemption reserve.

197‑25  Exclusion for transfers from option premium reserves

  This Division does not apply to the transferred amount if:
 (a) it is transferred from an option premium reserve of the company; and
 (b) the transfer is because of the exercise of options to acquire *shares in the company; and
 (c) premiums in respect of those options were credited to the option premium reserve.

197‑30  Exclusion for transfers made in connection with demutualisations of non‑insurance etc. companies

 (1) Subject to subsection (2), this Division does not apply to the transferred amount if:
 (a) the amount is transferred in connection with a demutualisation of the company; and
 (b) Division 326 in Schedule 2H to the Income Tax