Restructures or new arrangements involving transfer, licence, or creation of intangibles

How to report disclosures about your restructures or new arrangements involving transfer, licence, or creation of intangibles.

Last updated 23 December 2024

Meaning of significant restructures

We require significant restructures to be reported in the short form.

Transactions, arrangements, and other changes are significant reportable restructures where either they are either:

Deemed significant restructures because they involve the arrangements or changes included under 'Deemed Significant Restructures'
Other restructures that are significant having regard to materiality or potential Australian tax risk.

Deemed significant restructures

The following arrangements and changes are treated for local file reporting as significant restructures:

Changes in your ownership by your controlling entities or associates, including changes in equity interests held in you directly or indirectly by your controlling entities or associates. For example, you have a new overseas ultimate parent entity (refer to Example 11).
Changes in residence, entity classification or tax status of your controlling entities or related counterparties, for example
1. your direct or indirect holding company made a check-the-box election for US tax purposes
2. a related overseas counterparty to which you make direct or indirect payments changes its tax residence or tax status (refer to Example 13).
The following changes in your related counterparties’ operations, transactions or structures
1. the related overseas counterparty acquires or licenses significant intellectual property or other intangibles from another overseas related party
2. the related overseas counterparty restructures out of hybrid structures (including together with other members of the global group) into:
  1. a new arrangement considered to not be subject to the hybrid rules
  2. a different kind of hybrid arrangement or other effectively non-taxable global structure, for example, restructuring out of reverse or imported hybrid structures into a direct or synthetic hybrid arrangement (refer to Example 12)
3. The related overseas counterparty commences or expands an offshore structure or arrangement treated as impacting the ‘functional profile’ or level of remuneration of your operations for Australian transfer pricing purposes, for example, commencing offshore ‘hub’ arrangements (refer to Example 10).
Restructures in response to the amended thin capitalisation and debt deduction creation rules in Division 820 of the ITAA 1997.
Transactions involving a transfer of asset(s) within a MEC group that results in any of those transferred asset(s) or part of those assets being directly or indirectly held by a different eligible tier-1 (ET-1) company to the ET-1 company which previously directly or indirectly held the asset(s) (refer to Example 14).
New arrangements involving transfer, licence, or creation of intangibles (see New arrangements involving transfer, license or creation of intangibles).

Other significant restructures

Unless the transaction, arrangement or change is otherwise reportable as a connected step of a significant restructure, the following kinds of transactions, arrangements and other changes only need to be reported as a restructure if they are significant having regard to materiality or potential Australian tax risks (see Determining significance having regard to materiality and Australian tax risk):

Significant changes in the nature or characterisation of your assets, operations obligations or related party payments, including:
1. disposal, acquisition or transfer of your assets or liabilities, including
  1. issue of interests treated as a disposal of underlying assets for accounting purposes (refer to Example 17)
  2. disposal or transfer of assets or interests in your controlled foreign entities
2. changes in the nature or characterisation of arrangements between you and overseas related parties, for example, sale of goods arrangements replaced with provision of services arrangements
3. commencement, cessation or relocation of your business lines or operations (including branch operations) or that of your controlled foreign entities.
Significant changes in your related counterparties’ operations, transactions or structures that may impact the nature or character of your payments or operations.
Changes in your related party financing arrangements, including
1. introduction of significant or material new cross-border related party financing arrangements
2. termination of significant or material existing cross-border related party financing arrangements (other than termination of borrowings or loans due to repayment on maturity in accordance with pre-existing terms of the borrowing or loan)
3. replacing significant or material cross-border related party borrowings with private credit arrangements
4. changes in significant terms or conditions, of your significant or material cross-border related party financing arrangements, for example, changes in
  1. parties
  2. tenor or payment dates
  3. rate, including fixed to floating rate (this does not include changes in rate due to floating of the underlying benchmark rate)
  4. currency denomination
  5. indemnification or security arrangements.

Materiality for financing arrangements

Material cross border related party financing arrangements are arrangements where the capital value of the financing arrangement and any connected arrangements is $10 million or higher.

Determining significance having regard to materiality and Australian tax risk

In determining whether a restructure is significant, you have regard to:

materiality of the changes and any connected steps, including for both financial and operational impacts (refer to Example 15)
potential Australian tax risks associated with the changes and any connected steps for the income period and following income years (refer to Example 15, Example 16 and Example 17).

For the avoidance of doubt, where a position has been taken that the transactions or changes resulted in a nil Australian tax impact, there may still be significant potential Australian tax risk in relation to that position (see, Example 14, Example 15 and Example 17). For example, it would generally be assumed that there were significant potential Australian tax risks associated with the transactions or changes if external advice was obtained in relation to the application of Part IVA or other specific anti-avoidance rules in relation to aspects of the transactions or changes.

Australian tax risks may be in relation to:

Australian withholding tax liabilities
amount, tax characterisation or deductibility of payments to a related entity by you or your controlled entities
hybrid mismatch outcomes within your global group that may be relevant for your intragroup payments (including effective offshore hybrid outcomes in your group determined to not result in tax adjustments under Division 832 or Division 974 of the ITAA 1997)
characterisation of operations for Australian tax (for example, characterisation for transfer pricing purposes)
amount, tax characterisation or assessability of related party revenue or remuneration of you or your controlled entities
taxation of income or gains from disposal of direct or indirect interests in you (including where it is determined that a capital gain or loss is disregarded under Division 855 of the ITAA 1997).

Changes treated as not significant

Disclosure is not required for:

organic change in the ordinary course of commercial business operations which is not related to changes in related party arrangements or tax considerations, for example
- entering into new arrangements with third-party suppliers, or replacement of some of your third-party suppliers (see Example 9)
- cessation of some of your product lines (without ceasing significant business operations or business lines) (see Example 9)
- growth in third-party revenue due to increased third-party sales
- organic changes in non-core back-office functions of the business that are business lines or functions which neither
  - generate revenue
  - carry on any DEMPE activities in connection with intangible assets
payment of dividends or distributions to your shareholders which are not connected to a reportable restructure
change in the country of residence of the related counterparty from which you purchase tangible goods solely due to a corresponding change in the location or jurisdiction of the substantial manufacture or production of the tangible goods by the related counterparty which is not connected to a reportable restructure. For example, where your related party arrangement for the purchase of tangible goods changes from purchasing the goods from a Thai resident related counterparty to purchasing from a Chinese resident related counterparty solely due to the place of substantial manufacture or production of the tangible goods moving from Thailand to China
transfer of asset(s) or other dealings between members of an Australian tax consolidated group (TCG) not connected to a reportable restructure
transfer of asset(s) between members of a MEC group which do not result in any of those asset(s) or part of those asset(s) being directly or indirectly held by a different ET-1 company to the ET-1 company that previously directly or indirectly held the asset, and not connected with a significant restructure
other transactions (not involving the transfers of assets) between members of a MEC group not connected to a reportable restructure
change in your related party financing that is not connected with a significant restructure (see Example 8), including
- mere draw down or partial repayment under an existing related party financing arrangement
- termination of borrowings or loans due to repayment on maturity in accordance with pre-existing terms of the borrowing or loan
- changes to terms of financing arrangements which are not significant (see examples of significant terms and conditions).

Connected steps involving overseas related parties

Steps (including transactions between overseas members of your global group or other associates) connected with a significant restructure need to be reported as a step of the restructure. This includes both steps connected to a reportable restructure or arrangement, which would either:

have independently constituted a significant restructure
not have independently constituted a significant restructure.

This includes disclosure of steps involving overseas related parties that are connected with the restructure that occurred in the current or previous income year including:

any financing arrangements connected with implementing steps of the significant or deemed significant restructure
transactions or dealings between overseas entities in your global group which either
- are potentially relevant to the overall Australian tax effect or Australian tax risk of the restructure
- impact the Australian group’s ownership, structure, intragroup payment chain or operations.

Example 6: global restructure with reportable connected steps and non-reportable non-connected steps

Aus Head Co is an Australian resident company and the head company of a MEC group for Australian tax purposes.

Aus Head Co has an income tax year ending 31 December.

Aus Head Co’s ultimate parent company is US Inc.

IP Co is a wholly owned Singapore subsidiary of US Inc which carries on business through a Singapore branch.

IP Co holds intangibles generated by or used in the Australian operations. IP Co has a Licence Agreement with Aus Head Co under which IP Co licences the intangibles to Aus Head Co. Aus Head Co pays a royalty to IP Co under the Licence Agreement and remits Australian royalty withholding tax on the payments to IP Co at the rate of 10%.

During the year ended 31 December 2024, US Inc undertook a global restructure to effectively shift non-US intangibles to UK resident entities.

The global restructure included steps resulting in:

the intangibles generated or used in the Australian operations being held by an entity treated as resident of the UK for tax purposes
Aus Head Co reducing the Australian royalty withholding tax rate it applies to Aus Head Co’s payments to IP Co under the Licence Agreement from 10% to 5%.

US Inc undertook the steps in the below table under the global restructure which are all connected steps of a significant restructure required to be reported by Aus Head Co.

Table 6: Steps involved in the restructure for Example 6 including all connected steps
Step	Description
1	On 30 May 2024, IP Co filed a notice in Singapore to deregister its Singapore branch.
2	On 31 May 2024, IP Co implemented steps designed to migrate its tax residency to the UK, including documentation that control and management of IP Co had moved to the UK.
3	On 28 June 2024, US Inc formed a new UK general partnership (UK Partnership).
4	On 28 June 2024, US Inc contributed a A$100m promissory note and IP Co contributed a A$1m promissory note to the UK Partnership as consideration for their respective acquisition of 99% and 1% of partnership interests.
5	On 28 June 2024, IP Co transferred assets to the new partnership, UK Partnership.
6	On 30 June 2024, the UK Partnership and other UK entities in US Inc’s global group entered into a cost sharing agreement in connection with global IP.

As part of the broader global restructure, there were also additional steps solely in relation to intangibles held by entities in US Inc’s global group in other jurisdictions that had not been generated by, or used in, the Australian operations or by Aus Head Co. This included the following intragroup transactions:

transfer by a German resident entity of European generated intangibles to a UK resident entity
licence by a French resident entity of European generated intangibles to a UK resident entity.

On the assumption that these additional steps are not connected with the Australian entity’s operations, ownership, payment chains or Australian tax risks, these other steps in the broader global restructure would not need to be treated as steps connected with the steps of the restructure in the above table 6 that are required to be reported by Aus Head Co.

End of example

New arrangements involving transfer, licence, or creation of intangibles

The short form local file requires disclosures about transfer, licence or creation of intangibles and connected arrangements, such as connected related party licensing or service arrangements. For reporting periods commencing on or after 1 January 2024, these disclosures are included in the restructures section of the short form.

New arrangements involving the transfer, licence or creation of intangibles covers any arrangements involving:

transfer or licence of intangibles by your Australian control group (see Example 10 and Example 11)
indirect transfer or licensing of intangibles by transfer or assignment of interests you directly or indirectly hold in entities which hold intangibles
creation of intangibles by your Australian control group for the benefit of overseas related parties or made accessible to overseas related parties (or both).

In reporting these arrangements, you should include any connected steps involving overseas related parties, such as related party licensing or service agreements, that occurred in the current or previous income year.

The term intangible includes property, assets or rights that are not physical or financial assets, which are capable of being owned or controlled for use in commercial activities. Examples of intangibles include intellectual property, goodwill, rights under service or distribution agreements, know-how and the right to access secret information or processes.

Excluded creation of intangibles

The following arrangements do not need to be reported merely because they involve the creation of intangibles if they are not connected with a reportable restructure, if the created intangibles in the arrangement satisfy all of the following:

The created intangibles are only used to receive or provide low value adding intra-group services that are
- only supportive in nature
- not core business services of you, any Australian associate, or any related party receiving or providing the services.
If the created intangibles are used in the provision of services, the costs of providing the services are less than the lower of either
- $2 million
- 10% of the total expenses of your Australian economic group.
The created intangibles are not unique and valuable and will not lead to the creation of unique and valuable intangibles.
The created intangibles do not involve the assumption or control of substantial or significant risk by the service provider and do not give rise to the creation of significant risk for the service provider.

Restructures or new arrangements during the current or previous income years

Was there any restructure (including changes in related party financing) or any new arrangements involving transfer, licence, or creation of intangibles during the current or previous income year (including restructures or arrangements affecting future Australian withholding tax)?

Indicate True if there was one or more restructures (including any change in related party financing) or new arrangements involving transfer, licence, or creation of intangibles during the current or previous income year (including restructures or arrangements affecting future Australian withholding tax).

Otherwise indicate False.

(LCMSF276)

Restructure or arrangement

Questions 2 to 13 apply only if you indicated True to Question 1.

Provide responses to Questions 2 to 13 for each restructure or arrangement during the current or previous income year.

What type of restructure (including any change in related party financing) or new arrangement involving transfer, licence or creation of intangibles occurred during the current or previous income year?

Provide the applicable restructure code for the type of restructure or arrangement that occurred during the relevant period.

Where the restructure involves the transfer, licence or creation of intangibles and includes another type of restructure, you must select the RTI code. A restructure involving the transfer, licence or creation of intangibles includes indirect transfer of intangibles by disposing of direct or indirect interests in controlled entities that have significant intangibles.

Where a restructure does not include the transfer, licence or creation of intangibles, select the first applicable code that applies in the hierarchical order of restructure codes in Appendix 1.

You should provide information about any other types of transactions involved in the restructure in:

the description of the restructure required at Question 4
information about each connected step required at Questions 14 to 25.

Where you have entered into more than one restructure in the same income year and the restructures are not connected with each other, you should report each of these restructures in Questions 2 to 13 as a separate restructure.

(LCMSF277)

What kind of intangibles were transferred, licenced, created, or otherwise involved in the arrangement or restructure?

This question applies only if you selected the restructure code 'RTI' in Question 2.

Provide the applicable intangible code(s) for each type of intangible involved in the arrangement or restructure. You should provide the applicable intangible code for every type of intangible involved in the restructure.

(LCMSF278)

Description of the restructure (including any change in related party financing) or new arrangement involving transfer, licence or creation of intangibles that occurred during the current or previous income year?

Provide a description of the restructure or new arrangement involving transfer, licence or creation of intangibles that have occurred during the current or previous income year.

Where the restructure involves a change in related party financing, include in the description information about the use of the funds by the borrowing entity (or, if on-lent, the use of the funds by the ultimate borrowing entity).

The description can be up to 1,000 characters (with spaces).

(LCMSF301)

Total capital value of the restructure or arrangement

Provide the applicable total capital value code which indicates the total dollar capital value of the restructure or arrangement.

The total capital value of the restructure or arrangement should be the aggregated value of the transactions, dealings and operations effected or impacted by the steps of the restructure:

1 = $0 to less than $10 million

2 = $10 million to less than $50 million

3 = $50 million to less than $100 million

4 = $100 million to less than $500 million

5 = $500 million or greater.

The dollar amounts or values asked for in this question are all based on your existing accounting records. We recognise that this question asks you to determine a value for each restructure, even though there may not be payment of consideration in respect of some transactions forming part of the restructure. For these transactions we ask you to make a reasonable determination of the value and we do not expect you to obtain a formal valuation for this purpose. Keep your working papers if you have made a reasonable determination.

(LCMSF294)

Anticipated Australian tax impact of the restructure or arrangement

Provide the applicable anticipated Australian tax impact code for the anticipated Australian tax impact of the restructure or arrangement.

Determining the anticipated Australian tax impact involves comparing the Australian tax outcomes if the restructure had not occurred with Australian tax outcomes as a result of the restructure.

(LCMSF295)

Description of anticipated Australian tax impact of the restructure or arrangement

Provide a description of the anticipated Australian tax impact of the restructure or arrangement.

(LCMSF296)

Description of anticipated global tax impact of the restructure or arrangement

Provide a description of the anticipated global tax impact of the restructure or arrangement.

(LCMSF305)

Commercial context and anticipated commercial impact of the restructure or arrangement

Provide a description of the commercial context and anticipated commercial impact of the restructure or arrangement.

(LCMSF297)

How many steps were involved in the restructure or arrangement (including all connected steps involving overseas related parties)?

Provide the total number of steps that were involved in the restructure or arrangement including all connected steps involving overseas related parties, occurring during the current and previous income year. If there are further steps to be carried out in future income years, you should report these in the lodgment for the corresponding reporting period.

(LCMSF279)

Was there any step plan in relation to the steps of the restructure or arrangement?

Indicate True if there was a step plan in relation to the steps of the restructure or arrangement.

Otherwise, indicate False.

(LCMSF298)

Have you attached the step plan in relation to the steps of the restructure or arrangement?

This question only applies if you indicated True to Question 11.

Indicate True if a step plan in relation to the steps of the restructure or arrangement has been attached.

Otherwise, indicate False.

You may provide multiple attachments where there is more than one step plan relevant to the restructure.

(LCMSF299)

Filename(s) of the step plan in relation to the steps of the restructure or arrangement

This question applies only if you answered True to Question 12.

Provide the filename(s) of the step plan including the filename extension of the attachments. For example, ‘Step Plan.pdf’.

(LCSMF300)

Restructure or arrangement step

Questions 14 to 25 apply only if you indicated True to Question 1.

Provide the information required at Questions 14 to 25 for each step of the restructures included in the number provided at Question 10.

On what date did the step of the restructure or arrangement occur or start?

Provide the date on which the step of the restructure or arrangement started or occurred during the current or previous income year.

The date of the step must not be earlier than one year prior to the reporting period start date (unless the prior year is a substituted account period of greater than 12 months). For example, if the reporting period is 1 January 2024 to 31 December 2024, the step must have occurred on or after 1 January 2023. For steps occurring prior to this period, you should include them in your lodgments for earlier reporting periods.

(LCMSF280)

Type of step of the restructure or arrangement

Provide the step type code that best describes the type of the step of the restructure or arrangement.

The step type codes are designed so that, where the step is a transaction or dealing between parties, you must select either:

the RPD code (transaction or dealing between related parties (including issue of equity))
the EPD code (transaction or dealing between non-related parties (including issue of equity)).

(LCMSF281)

Description of the step of the restructure or arrangement

Provide a description of the step of the restructure or arrangement.

Where the step occurs in accordance with, or as the result of a written agreement, the description of the step should include the title of the agreement and the effect of that agreement.

If the step involves a new financing arrangement, include in the description information about the use of the funds by the borrowing entity (or, if on-lent, the use of the funds indirectly by the ultimate borrowing entity).

The description can be up to 1,000 characters (with spaces).

(LCMSF282)

Has there been any change in the functional characterisation of any of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement?

Indicate True if there has been any change in the functional characterisation of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement.

Otherwise, indicate False.

(LCMSF292)

Details of the change in the functional characterisation of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement

This question only applies if you answered True to Question 17.

Provide a description of the change in the functional characterisation of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement.

The description can be up to 10,000 characters (with spaces).

(LCMSF293)

How many parties to the step of restructure or arrangement?

Indicate the number of parties to the step of the restructure or arrangement.

You may indicate up to 20 parties in each step.

(LCMSF283)

Parties to the restructure of arrangement step

You need to provide the information at Questions 20 to 24 for each of the parties included in the number provided Question 19.

Type of the party to the step of the restructure or arrangement

Provide the applicable party type code for the type of the party to the step of the restructure or arrangement.

(LCMSF302)

Full name of the party to the step of the restructure or arrangement

Provide the full legal name of the party to the step of the restructure or arrangement.

(LCMSF284)

ABN or TFN (or both) of the party to the step of the restructure or arrangement

This question only applies if the party type code provided at Question 20 is 'ACE' (Reporting entity or other Australian member of the CbC reporting group).

Provide the ABN and/or TFN of the Australian counterparty (which may be the reporting entity).

(LCMSF303 and LCMSF304)

Country of residence of the party to the step of the restructure or arrangement

This question only applies if the party type code provided at Question 20 is either:

'IRP' (International related party of reporting entity)
'ACE' (Reporting entity or other Australian member of the CBC reporting group).

Provide the country code for the party to the step of the restructure or arrangement.

(LCMSF286)

Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?

This question only applies if the party type code provided at Question 20 is:

'IRP' (International related party of reporting entity)
'ACE' (Reporting entity or other Australian member of the CBC reporting group).

Indicate True if the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence.

Otherwise, indicate False.

(LCMSF287)

Country of the permanent establishment of the party to the step of the restructure or arrangement

This question only applies if you answered True to Question 24.

Provide the country code for the country of the permanent establishment through which the party entered into the step.

(LCMSF288)

Restructure examples

Non-reportable examples

Example 6: Global restructure with reportable connected steps and non-reportable non-connected steps (above)
Example 7: Non-reportable offshore restructure unconnected to Australian structure, operations or tax treatment
Example 8: Non-reportable arrangement involving increased borrowing and repayments under pre-existing related party borrowing
Example 9: Non-reportable organic change in the ordinary course of commercial business operations

Deemed significant restructures

Example 10: Reportable restructure involving establishment of ‘entrepreneurial’ Singapore hub and transfer, licence or creation of intangibles
Example 11: Reportable restructure involving inversion and migration of intangible property (IP)
Example 12: Reportable restructure or arrangement involving related party financing or refinancing
Example 13: Reportable check-the-box election by an offshore related counterparty
Example 14: Reportable restructure involving disposal of Australian entities by foreign parent

Other significant restructures

Example 15: Reportable restructure involving closure of offshore branch
Example 16: Reportable restructure or arrangement involving amendment of tenor of related party financing
Example 17: Reportable restructure involving effective disposal of CFC to Swiss parent company

Example 7: non-reportable offshore restructure unconnected to Australian structure, operations or tax treatment

Aus Head Co is an Australian resident company and the head company of a MEC group for Australian tax purposes. Head Co has an income tax year ending 31 December.

Aus Head Co’s ultimate parent company is US Inc, a corporation resident in the US for Australian tax purposes.

During the year ended 31 December 2024, US Inc undertook a restructure in relation to its Japanese resident subsidiaries (including Japan Ltd) and its Singapore resident subsidiaries (including Singapore Ltd). The restructure involved:

transfer and disposal of Japanese subsidiaries to third parties
entering into new arrangements and termination of existing arrangements involving use of intangibles between Japan Ltd and Singapore Ltd.

Later during the same year, Japan Ltd acquired 100% of the shares in Japan Sub Co Ltd, a company resident in Japan for Australian tax purposes.

Japan Ltd, Japan Sub Co Ltd and Singapore Ltd do not have any direct or indirect interests in, or any dealings with, Aus Head Co or any controlled entities of Aus Head Co.

Aus Head Co does not make any direct or indirect payments to Japan Ltd, Japan Sub Co Ltd or Singapore Ltd.

The above restructures or transactions involving Japan Ltd, Japan Sub Co Ltd or Singapore Ltd do not need to be reported if those restructures or transactions:

are not connected with any broader global arrangements involving Aus Head Co or any of Aus Head Co’s controlled entities, or any transactions or dealings between overseas entities in Aus Head Co's global group, which either
- are relevant to potential Australian tax effect or Australian tax risk
- impact the Australian group’s ownership, structure, intragroup payment chain or operations
did not impact the nature or character of Aus Head Co’s payments or operations or of the payments or operations of Aus Head Co’s controlled entities.

End of example

Example 8: non-reportable arrangement involving increased borrowing and repayment under pre-existing related party borrowing

Aus Co is an Australian tax resident company and the head company of a TCG for Australian tax purposes. Aus Co has an income tax year ending 31 December.

Aus Co is ultimately owned by US Co, a US tax resident corporation.

Prior to the start of the year ended 31 December 2024, Aus Co had entered into an agreement with US Co under which Aus Co borrowed A$100 million from US Co at interest.

On 31 January 2024, US Co and Aus Co amended the borrowing agreement by increasing the borrowings by Aus Co from US Co from A$100 million to A$150 million to fund Aus Co’s working capital needs. There were no other amendments or changes to the terms or conditions of the borrowing.

On 31 December 2024, Aus Co repaid the A$150 million borrowed from US Co in full from cash generated from Aus Co’s Australian business in accordance with the pre-existing terms of the agreement.

The above increased draw down and repayment during the year ended 31 December 2024 under a pre-existing related party borrowing is not a related party financing restructure or arrangement that needs to be reported if the increased borrowing or repayment:

is not connected with any broader reportable restructure or related party financing arrangements involving Aus Co, or any of Aus Co’s controlled entities, or with any transactions or dealings between overseas entities in Aus Co's global group, which either
- are relevant to potential Australian tax effect or Australian tax risk
- impact the Australian group’s ownership, structure, intragroup payment chain or operations
was not refinanced or replaced with private credit arrangements or other related party financing
neither the increased borrowing nor the repayment of the pre-existing borrowing was financed by another related party financing arrangement
did not involve changes to significant terms or conditions, for example, changes in tenor, interest rate or currency denomination
constituted mere draw down or repayment of borrowings.

End of example

Example 9: non-reportable organic change in the ordinary course of commercial business operations

Aus Co is an Australian tax resident company and the head company of a TCG for Australian tax purposes. Aus Co is ultimately wholly owned by France Co, a French tax resident company.

Aus Co organises its business to market, package and distribute products through 2 Australian subsidiaries which each undertake a separate business line:

Aus Sub Co 1 undertaking the Makeup and cosmetics business line
Aus Sub Co 2 undertaking the Skincare business line.

Aus Sub Co 1 distributes 2 product lines known as Blush Brigade and Lipstick Professional. The Blush Brigade line distributes low-end cosmetics and fragrances. The Lipstick Professional line distributes high-end lipsticks.

Aus Sub Co 2 has one product line, Nature’s Nectar Cosmetics which distributes low-end skincare products.

During the year ended 30 June 2025, Aus Co decided to cease one of its 2 brands in its Lipstick Professional line to align with its revised strategy to focus more on selling low-end cosmetic and skincare products. This is due to the discontinued high-end lipstick brand not performing well in the market over a number of years.

On 28 November 2024, Aus Co entered into an Asset Sale Agreement with a third-party buyer to dispose of not material assets related to the discontinued Lipstick Professional line brand which are not required for the continued operation of Aus Co's business.

On 6 February 2025, Aus Co enters into a new third-party supplier contract for new packaging to assist in rebranding some of its products and deliver on its strategy to grow its low-end makeup product business.

These changes are considered organic changes in the ordinary course of commercial business operations not required to be reported as they only involve:

the cessation of a brand (without ceasing the business line)
entering into new arrangements with third party suppliers.
Aus Co therefore does not need to report these changes as a restructure for the income year ended 30 June 2025.

Aus Co will refer to the change in its business strategy focussing more on low-end products in its Makeup and cosmetics business line in the Main Business Line section of its short form for the year ended 30 June 2025.

End of example

Example 10: reportable restructure involving establishment of ‘entrepreneurial’ Singapore hub and transfer, licence or creation of intangibles

Aus Head Co is an Australian resident company and the head company of a MEC group for Australian tax purposes. Aus Head Co has an income tax year ending 31 December.

Aus Head Co’s ultimate parent company is US Inc, a corporation resident in the US for Australian tax purposes.

During the year ended 31 December 2024, US Inc established a new company, Singapore Ltd said to commence acting as US Inc’s regional ‘entrepreneur’ for the APAC region.

Prior to 31 December 2024, Aus Head Co had a licence agreement (License Agreement) with a US related party (US IP Co) to pay a royalty at 5% of Aus Head Co’s net sales for the use of US Inc’s intangibles in Australia.

In connection with the restructure involving Singapore Ltd, the following steps occurred:

Table 7: Steps involved in the restructure for Example 10 including all connected steps
Step	Description
1	On 1 October 2024, US Inc established Singapore Ltd, a resident company of Singapore.
2	On 1 October 2024, Singapore Ltd filed a check-the-box election to be treated as a disregarded entity for US income tax purposes.
3	On 30 October 2024, Singapore Ltd entered into ‘Master Licence Agreement’ with US Inc to pay a royalty at 15% of net sales for the non-exclusive licence to use US Inc’s intangibles in manufacturing, using and selling products in APAC.
4	On 31 December 2024, Aus Head Co entered into ‘Regional Management Services Agreement’ with Singapore Ltd which appointed Aus Head Co as ‘contract manufacturer’ for Singapore Ltd as stated ‘entrepreneur’ for APAC management.
5	On 31 December 2024, the ‘Licence Agreement’ between US IP Co and Aus Head Co dated 1 January 2016 was terminated under clause X of the agreement.
6	On 31 December 2024, Singapore Ltd and Aus Head Co entered into ‘New Licence Agreement’ under which Singapore Ltd granted Aus Head Co a ‘royalty-free limited licence’ to use US IP Co’s intangibles in Australia.

The royalty payable under ‘Master Licence Agreement’ between Singapore Ltd and US IP Co is estimated to be between A$50 million to A$100 million.

The Australian revenue of Aus Head Co is approximately A$400 million for the year ended 31 December 2024.

In connection with these steps:

Aus Head Co is treated as a ‘contract manufacturer’ resulting in significantly lower Australian taxable income of Aus Head Co due to lower ‘remuneration’ of Aus Head Co for Australian transfer pricing purposes through higher deducted payments by Aus Head Co to Singapore Ltd as determined by Aus Head Co’s global group.
Singapore Ltd is treated as effectively entitled as ‘entrepreneur’ to more residual profits from manufacture and sale of products to Aus Head Co’s customers in the form of payments by Aus Head Co to Singapore Ltd that are deducted by Aus Head Co for Australian tax purposes.
Singapore Ltd anticipates claiming a tax exemption or other tax concession granted by Singaporean authorities in connection with payments from Aus Head Co to Singapore Ltd.
Royalty withholding tax is treated by Aus Head Co’s global group as no longer payable for any payments by Aus Head Co due to termination of the 2016 Licence Agreement with US IP Co and entry into the agreement under which Singapore Limited provides a ‘royalty-free limited licence’ to Aus Head Co.

As the arrangements involve commencing or expanding offshore 'hub' arrangements which are treated as impacting the functional profile or level of remuneration of Aus Co's operations for Australian transfer pricing purposes, this is a deemed significant restructure and must be reported.

Aus Head Co completes the questions for the restructure steps in this Example 10 as shown in the table below.

Table 8: Completed entry for Example 10 – Reportable restructure involving establishment of ‘entrepreneurial’ Singapore hub and transfer, licence or creation of intangibles
STEP 2
Question no.	Question label	Response
1	Was there any restructure (including change in related party financing) or any new arrangements involving transfer, licence, or creation of intangibles during the current or previous income year (including restructures or arrangements affecting future Australian withholding tax)?	True
2	What type of restructure (including any change in related party financing) or new arrangement involving transfer, licence or creation of intangibles occurred during the current or previous income year?	RTI
3	What kind of intangibles were transferred, licenced, created or otherwise involved in the arrangement or restructure?	TM, PT, RD, CR
4	Description of the restructure (including any change in related party financing) or new arrangement involving transfer, licence or creation of intangibles that occurred during the current or previous income year?	[Description]
5	Total capital value of the restructure or arrangement	3
6	Anticipated Australian tax impact of the restructure or arrangement	ATD
7	Description of anticipated Australian tax impact of the restructure or arrangement	[Description, including how it is anticipated that as a result of the restructure, Aus Head Co will cease paying royalty withholding tax, will make higher deductible payments to Singapore Limited and have lower Australian taxable income due to treating Aus Head Co as ‘contract manufacturer’ and Singapore Limited as ‘entrepreneur’ for APAC]
8	Description of anticipated global tax impact of the restructure or arrangement	[Description, including description of specific Singaporean tax exemption or concessions anticipated to be available in connection with payments to Singapore Limited from Aus Head Co]
9	Commercial context and anticipated commercial impact of the restructure or arrangement	[Details]
10	How many steps were involved in the restructure or arrangement (including all connected steps involving overseas related parties)?	6
11	Was there any step plan in relation to the steps of the restructure or arrangement?	True
12	Have you attached the step plan in relation to the steps of the restructure or arrangement?	True
13	Filename(s) of the step plan in relation to the steps of the restructure or arrangement	[Filename]
14	On what date did the step of the restructure or arrangement occur or start?	1 October 2024
15	Type of step of the restructure or arrangement	ENE
16	Description of the step of the restructure or arrangement	On 1 October 2024, US Inc established and incorporated Singapore Ltd, a resident company of Singapore.
17	Has there been any change in the functional characterisation of any of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement?	False
18	Details of the change in the functional characterisation of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement	na
19	How many parties to the step of the restructure or arrangement?	1
20	Type of the party to the step of the restructure or arrangement	IRP
21	Full name of the party to the step of the restructure or arrangement	Singapore Ltd
22	ABN and/or TFN of the party to the step of the restructure or arrangement	na
23	Country of residence of the party to the step of the restructure or arrangement	SG
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?	False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement	na
14	On what date did the step of the restructure or arrangement occur or start?	1 October 2024
15	Type of step of the restructure or arrangement	ELC
16	Description of the step of the restructure or arrangement	On 1 October 2024, Singapore Ltd filed a check-the-box election to be treated as a disregarded entity for US income tax purposes.
17	Has there been any change in the functional characterisation of any of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement?	False
18	Details of the change in the functional characterisation of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement	na
19	How many parties to the step of the restructure or arrangement?	1
Party 1 to STEP 2
20	Type of the party to the step of the restructure or arrangement	IRP
21	Full name of the party to the step of the restructure or arrangement	Singapore Ltd
22	ABN and/or TFN of the party to the step of the restructure or arrangement	na
23	Country of residence of the party to the step of the restructure or arrangement	SG
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?	False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement	Na
STEP 3
14	On what date did the step of the restructure or arrangement occur or start?	30 October 2024
15	Type of step of the restructure or arrangement	RPD
16	Description of the step of the restructure or arrangement	On 30 October 2024, Singapore Ltd entered into ‘Master Licence Agreement’ with US Inc to pay a royalty at 15% of net sales for the non-exclusive licence to use US Inc’s intangibles in manufacturing, using and selling products in APAC.
17	Has there been any change in the functional characterisation of any of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement?	True
18	Details of the change in the functional characterisation of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement	[Details]
19	How many parties to the step of the restructure or arrangement?	2
Party 1 to STEP 3
20	Type of the party to the step of the restructure or arrangement	IRP
21	Full name of the party to the step of the restructure or arrangement	Singapore Ltd
22	ABN and/or TFN of the party to the step of the restructure or arrangement	na
23	Country of residence of the party to the step of the restructure or arrangement	SG
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?	False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement	na
Party 2 to STEP 3
20	Type of the party to the step of the restructure or arrangement	IRP
21	Full name of the party to the step of the restructure or arrangement	US Inc
22	ABN and/or TFN of the party to the step of the restructure or arrangement	na
23	Country of residence of the party to the step of the restructure or arrangement	US
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?	False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement	na
STEP 4
14	On what date did the step of the restructure or arrangement occur or start?	31 December 2024
15	Type of step of the restructure or arrangement	RPD
16	Description of the step of the restructure or arrangement	On 31 December 2024, Aus Head Co entered into ‘Regional Management Services Agreement’ with Singapore Ltd under which Aus Head Co was appointed ‘contract manufacturer’ in connection with Singapore Ltd’s ‘management’ of APAC subsidiaries.
17	Has there been any change in the functional characterisation of any of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement?	True
18	Details of the change in the functional characterisation of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement	[Details]
19	How many parties to the step of the restructure or arrangement?	2
Party 1 to STEP 4
20	Type of the party to the step of the restructure or arrangement	IRP
21	Full name of the party to the step of the restructure or arrangement	Singapore Ltd
22	ABN and/or TFN of the party to the step of the restructure or arrangement	na
23	Country of residence of the party to the step of the restructure or arrangement	SG
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?	False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement	na
Party 2 to STEP 4
20	Type of the party to the step of the restructure or arrangement	ACE
21	Full name of the party to the step of the restructure or arrangement	Aus Head Co
22	ABN or TFN of the party to the step of the restructure or arrangement	[ABN or TFN]
23	Country of residence of the party to the step of the restructure or arrangement	AU
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?	False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement	na
STEP 5
14	On what date did the step of the restructure or arrangement occur or start?	31 December 2024
15	Type of step of the restructure or arrangement	RPD
16	Description of the step of the restructure or arrangement	On 31 December 2024, the ‘Licence Agreement’ dated 1 January 2016 between US IP Co and Aus Head Co was terminated under clause X of the Licence Agreement.
17	Has there been any change in the functional characterisation of any of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement?	True
18	Details of the change in the functional characterisation of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement	[Details]
19	How many parties to the step of the restructure or arrangement?	2
Party 1 to STEP 5
20	Type of the party to the step of the restructure or arrangement	IRP
21	Full name of the party to the step of the restructure or arrangement	US Inc
22	ABN and/or TFN of the party to the step of the restructure or arrangement	na
23	Country of residence of the party to the step of the restructure or arrangement	US
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?	False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement	na
Party 2 to STEP 5
20	Type of the party to the step of the restructure or arrangement	ACE
21	Full name of the party to the step of the restructure or arrangement	Aus Head Co
22	ABN and/or TFN of the party to the step of the restructure or arrangement	[ABN or TFN]
23	Country of residence of the party to the step of the restructure or arrangement	AU
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?	False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement	na
STEP 6
14	On what date did the step of the restructure or arrangement occur or start?	31 December 2024
15	Type of step of the restructure or arrangement	RPD
16	Description of the step of the restructure or arrangement	On 31 December 2024, Singapore Ltd and Aus Head Co entered into ‘New Licence Agreement’, under which Singapore Ltd granted Aus Head Co a ‘royalty-free limited licence’ to use US IP Co’s intangibles in its Australian business operations.
17	Has there been any change in the functional characterisation of any of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement?	True
18	Details of the change in the functional characterisation of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement	[Details]
19	How many parties to the step of the restructure or arrangement?	2
Party 1 to STEP 6
20	Type of the party to the step of the restructure or arrangement	IRP
21	Full name of the party to the step of the restructure or arrangement	Singapore Ltd
22	ABN and/or TFN of the party to the step of the restructure or arrangement	na
23	Country of residence of the party to the step of the restructure or arrangement	SG
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?	False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement	na
Party 2 to STEP 6
20	Type of the party to the step of the restructure or arrangement	ACE
21	Full name of the party to the step of the restructure or arrangement	Aus Head Co
22	ABN or TFN of the party to the step of the restructure or arrangement	[ABN or TFN]
23	Country of residence of the party to the step of the restructure or arrangement	AU
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?	False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement	na

End of example

Example 11: reportable restructure involving inversion and migration of intangible property (IP)

Aus Co is an Australian resident company and the ultimate head company of a multinational group. It is also the head company of the consolidated group for Australian tax purposes. Aus Co has an income tax year ending 30 June.

Aus Co has subsidiaries in Ireland and the UK, including UK Sub Co.

Shareholders A and B jointly own Aus Co (each holding 50% of shares in Aus Co). Shareholder A and B are both UK residents.

During the year ended 30 June 2025, Aus Co decided to undertake a global restructure, interposing or ‘top hatting’ a new holding company in Ireland, undertaking the following steps:

Table 9: Steps involved in the restructure for Example 11 including all connected steps
Step	Description
1	On 1 January 2025, the shareholders of Aus Co incorporated a new entity, Ireland Top Co.
2	On 1 January 2025, the shareholders of Aus Co entered into a Share Exchange Agreement under which the shareholders in Aus Co dispose of their shares in Aus Co to Ireland Top Co, (resulting in Ireland Top Co becoming the sole shareholder of Aus Co) in consideration for Ireland Top Co issuing shares on a one for one basis to the disposing Aus Co shareholders.
3	On 2 January 2025, the shareholders of Aus Co amended the existing ‘Shareholders Agreement’ in relation to the exercise of rights with regard to voting and investment returns.
4	On 20 June 2025, Aus Co entered into a Sale and Licence Agreement with Ireland Top Co to transfer legal ownership of its intangibles (trademarks, registered designs, software and copyright) to Ireland Top Co for a nominal amount of A$1.
5	On 20 June 2025, Aus Co entered into a Cost Sharing Agreement with Ireland Top Co and UK Sub Co under which the parties agree how costs, risks and benefits associated with intangibles development will be shared in accordance with the terms of the Cost Sharing Agreement.

Step 4 and 5 are connected to Steps 1 to 3 for one or more of the following reasons:

at the time of implementation of interposition of Ireland Top Co, it was contemplated that there would be a subsequent transfer of IP, cost contribution agreement or similar arrangements
the contemplated future acquisition of intangible assets by an Irish company are relevant to the overall Australian tax effect or Australian tax risk of the restructure

There is an anticipated Australian tax decrease (including withholding taxes) in future income tax years as a result of this restructure, including in relation to contemplated revenue, income or profits from the use of intangibles to be acquired by Ireland Top Co.

As the arrangements involve the transfer of IP, the arrangements involve a deemed significant restructure and must be reported. The arrangements are also reportable as a deemed significant restructure because they involve a change in Aus Co's direct or indirect ownership by controlling entities or associates. Therefore, the materiality of the consideration for the sale and license of intangibles (i.e. nominal amount of A$1) will not be relevant in determining whether the arrangements are reportable.

Aus Co completes the questions for the restructure steps in this Example 11 as shown in the table below.

Table 10: Completed entry for Example 11 – reportable restructure involving inversion and migration of intangibles
STEP 1
Question no.	Question label		Response
1	Was there any restructure (including change in related party financing) or any new arrangements involving transfer, licence, or creation of intangibles during the current or previous income year (including restructures or arrangements affecting future Australian withholding tax)?		True
2	What type of restructure (including any change in related party financing) or new arrangement involving transfer, licence or creation of intangibles occurred during the current or previous income year?		RTI
3	What kind of intangibles were transferred, licenced, created or otherwise involved in the arrangement or restructure?		TM, RD, SW, CR
4	Description of the restructure (including any change in related party financing) or new arrangement involving transfer, licence or creation of intangibles that occurred during the current or previous income year?		[Description]
5	Total capital value of the restructure or arrangement		1
6	Anticipated Australian tax impact of the restructure or arrangement		ATD
7	Description of anticipated Australian tax impact of the restructure or arrangement		[Description, including the anticipated reduction in income or taxable income of Aus Co having regard to intangibles assets transferred to, or acquired by, Ireland Top Co]
8	Description of anticipated global tax impact of the restructure or arrangement		[Description, including description of specific Irish tax treatment and Irish tax concessions anticipated to be available or utilised in connection with taxation of income in connection with intangible assets transferred to, or acquired by, Ireland Top Co]
9	Commercial context and anticipated commercial impact of the restructure or arrangement		[Description]
10	How many steps were involved in the restructure or arrangement (including all connected steps involving overseas related parties)?		5
11	Was there any step plan in relation to the steps of the restructure or arrangement?		True
12	Have you attached the step plan in relation to the steps of the restructure or arrangement?		True
13	Filename(s) of the step plan in relation to the steps of the restructure or arrangement		[File Name]
14	On what date did the step of the restructure or arrangement occur or start?		1 January 2025
15	Type of step of the restructure or arrangement		ENE
16	Description of the step of the restructure or arrangement		On 1 January 2025, the shareholders of Aus Co incorporated a new entity, Ireland Top Co.
17	Has there been any change in the functional characterisation of any of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement?		False
18	Details of the change in the functional characterisation of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement		na
19	How many parties to the step of the restructure or arrangement?		1
Party 1 to STEP 1
20	Type of the party to the step of the restructure or arrangement		IRP
21	Full name of the party to the step of the restructure or arrangement		Ireland Top Co
22	ABN or TFN of the party to the step of the restructure or arrangement		na
23	Country of residence of the party to the step of the restructure or arrangement		IE
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?		False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement		na
STEP 2
14	On what date did the step of the restructure or arrangement occur or start?		1 January 2025
15	Type of step of the restructure or arrangement		RPD
16	Description of the step of the restructure or arrangement		On 1 January 2025, the shareholders entered into a ‘Share Exchange Agreement’ under which the shareholders of Aus Co disposed of their shares in Aus Co to Ireland Top Co in consideration for Ireland Top Co issuing shares to the disposing shareholders on a one for one basis. This resulted in inversion of the Aus Co group to Ireland and Ireland Top Co becoming the ultimate parent entity of Aus Co.
17	Has there been any change in the functional characterisation of any of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement?		False
18	Details of the change in the functional characterisation of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement		na
19	How many parties to the step of the restructure or arrangement?		4
Party 1 to STEP 2
20	Type of the party to the step of the restructure or arrangement		ACE
21	Full name of the party to the step of the restructure or arrangement		Aus Co
22	ABN or TFN of the party to the step of the restructure or arrangement		[ABN or TFN]
23	Country of residence of the party to the step of the restructure or arrangement		AU
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?		False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement		na
Party 2 to STEP 2
20	Type of the party to the step of the restructure or arrangement		IRP
21	Full name of the party to the step of the restructure or arrangement		Ireland Top Co
22	ABN and/or TFN of the party to the step of the restructure or arrangement		na
23	Country of residence of the party to the step of the restructure or arrangement		IE
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?		False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement		na
Party 3 to STEP 2
20	Type of the party to the step of the restructure or arrangement		IRP
21	Full name of the party to the step of the restructure or arrangement		Shareholder A
22	ABN or TFN of the party to the step of the restructure or arrangement		na
23	Country of residence of the party to the step of the restructure or arrangement		UK
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?		False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement		na
Party 4 to STEP 2
20	Type of the party to the step of the restructure or arrangement	IRP
21	Full name of the party to the step of the restructure or arrangement	Shareholder B
22	ABN or TFN of the party to the step of the restructure or arrangement	na
23	Country of residence of the party to the step of the restructure or arrangement	UK
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?	False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement	na
STEP 3
14	On what date did the step of the restructure or arrangement occur or start?		2 January 2025
15	Type of step of the restructure or arrangement		RPD
16	Description of the step of the restructure or arrangement		On 20 June 2025, Shareholder A and Shareholder B entered into an ‘Amended Shareholders Agreement’ in relation to the exercise of rights with regard to voting and investment returns.
17	Has there been any change in the functional characterisation of any of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement?		False
18	Details of the change in the functional characterisation of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement		na
19	How many parties to the step of the restructure or arrangement?		2
Party 1 to STEP 3
20	Type of the party to the step of the restructure or arrangement		IRP
21	Full name of the party to the step of the restructure or arrangement		Shareholder A
22	ABN and/or TFN of the party to the step of the restructure or arrangement		na
23	Country of residence of the party to the step of the restructure or arrangement		UK
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?		False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement		na
Party 2 to STEP 3
20	Type of the party to the step of the restructure or arrangement		IRP
21	Full name of the party to the step of the restructure or arrangement		Shareholder B
22	ABN and/or TFN of the party to the step of the restructure or arrangement		na
23	Country of residence of the party to the step of the restructure or arrangement		UK
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?		False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement		na
STEP 4
14	On what date did the step of the restructure or arrangement occur or start?		20 June 2025
15	Type of step of the restructure or arrangement		RPD
16	Description of the step of the restructure or arrangement		On 20 June 2025, Aus Co entered into a ‘Sale and Licence Agreement’ with Ireland Top Co under which Aus Co transferred legal ownership of its IP (trademarks, registered designs, software and copyright) to Ireland Top Co for a nominal amount of A$1.
17	Has there been any change in the functional characterisation of any of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement?		True
18	Details of the change in the functional characterisation of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement		[Details]
19	How many parties to the step of the restructure or arrangement?		2
Party 1 to STEP 4
20	Type of the party to the step of the restructure or arrangement		ACE
21	Full name of the party to the step of the restructure or arrangement		Aus Co
22	ABN and/or TFN of the party to the step of the restructure or arrangement		[ABN and/or TFN]
23	Country of residence of the party to the step of the restructure or arrangement		AU
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?		False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement		na
Party 2 to STEP 4
20	Type of the party to the step of the restructure or arrangement		IRP
21	Full name of the party to the step of the restructure or arrangement		Ireland Top Co
22	ABN and/or TFN of the party to the step of the restructure or arrangement		na
23	Country of residence of the party to the step of the restructure or arrangement		IE
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?		False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement		na
STEP 5
14	On what date did the step of the restructure or arrangement occur or start?		20 June 2025
15	Type of step of the restructure or arrangement		RPD
16	Description of the step of the restructure or arrangement		On 20 June 2025, Aus Co entered into a ‘Cost Sharing Agreement’ with Ireland Top Co and UK Sub Co under which Ireland Top Co acquires rights to intangible assets in accordance with the terms of the agreement.
17	Has there been any change in the functional characterisation of any of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement?		True
18	Details of the change in the functional characterisation of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement		[Details]
19	How many parties to the step of the restructure or arrangement?		3
Party 1 to STEP 5
20	Type of the party to the step of the restructure or arrangement		ACE
21	Full name of the party to the step of the restructure or arrangement		Aus Co
22	ABN and/or TFN of the party to the step of the restructure or arrangement		[ABN and/or TFN]
23	Country of residence of the party to the step of the restructure or arrangement		AU
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?		False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement		na
Party 2 to STEP 5
20	Type of the party to the step of the restructure or arrangement		IRP
21	Full name of the party to the step of the restructure or arrangement		Ireland Top Co
22	ABN and/or TFN of the party to the step of the restructure or arrangement		na
23	Country of residence of the party to the step of the restructure or arrangement		IE
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?		False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement		na
Party 3 to STEP 5
20	Type of the party to the step of the restructure or arrangement		IRP
21	Full name of the party to the step of the restructure or arrangement		UK Sub Co
22	ABN and/or TFN of the party to the step of the restructure or arrangement		na
23	Country of residence of the party to the step of the restructure or arrangement		GB
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?		False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement		na

End of example

Example 12: reportable restructure or arrangement involving related party financing or refinancing

Aus Co is an Australian tax resident company and the head company of a TCG for Australian tax purposes. Aus Co has an income tax year ending 31 December.

Aus Co is 100% owned by Lux Co, a Luxembourg tax resident company. Lux Co is ultimately wholly owned by US Co, a US tax resident corporation.

Prior to 1 January 2024, Aus Co had entered into an A$1 billion interest bearing borrowing titled ‘Lux Loan Facility’ from related party Lux Hybrid Branch Co, being US branch operations of a Luxembourg resident company.
During the year ended 31 December 2024, Aus Co undertook a refinancing of its A$1 billion related party borrowing from Lux Hybrid Branch Co involving the following steps:

Table 11: Steps involved in the restructure for Example 12 including all connected steps
Step	Description
1	On 1 July 2024, Aus Co filed a check-the-box election to be treated as a disregarded entity for US income tax purposes.
2	On 10 July 2024, Lux Co, formed a new UK tax resident company subsidiary, UK Co.
3	On 10 July 2024, UK Co filed a check-the-box election to be treated as a disregarded entity for US income tax purposes.
4	On 20 July 2024, Lux Co formed a new Luxembourg tax resident company subsidiary, Lux Co 2.
5	On 20 July 2024, Lux Co 2 filed a check-the-box election to be treated as a disregarded entity for US income tax purposes.
6	On 1 August 2024, Lux Co entered into a tripartite agreement titled, ‘Share Capital Exchange Agreement’ with Lux Co 2 and UK Co under which: Lux Co contributed A$10 million to Lux Co 2 in exchange for Lux Co 2 issuing A$10m share capital to Lux Co Lux Co contributed A$10 million to UK Co in exchange for UK Co issuing A$10m share capital to Lux Co.
7	On 1 August 2024, UK Co issued A$1 billion of shares to Lux Co in consideration for Lux Co issuing an A$1 billion promissory note to UK Co (Lux Co P Note).
8	On 1 August 2024, UK Co transferred the A$1 billion Lux Co P Note receivable to Lux Co 2 in exchange for an A$1 billion interest free borrowing, titled ‘Loan Agreement’ by Lux Co 2 from UK Co.
9	On 1 August 2024, Lux Co 2 transferred the A$1 billion Lux Co P Note receivable to Aus Co in exchange for an A$1 billion interest bearing borrowing, titled ‘Loan Agreement 2’ by Aus Co from Lux Co 2.
10	On 1 August 2024, Aus Co repaid the entire A$1 billion owing under the pre-existing borrowing (Lux Loan Facility) from Lux Hybrid Branch Co by transferring the A$1 billion Lux Co P Note receivable to Lux Hybrid Branch Co under the ‘P Note Transfer Agreement No 1.
11	On 1 August 2024, the A$1 billion Lux Co P Note receivable held by Lux Hybrid Branch Co was transferred to Lux Co under the P Note Transfer Agreement No 2 and subsequently cancelled.
12	On 1 August 2024, the Lux Hybrid Branch Co was terminated.

As the changes involve a change in the tax status of related overseas counterparties to which Aus Co makes direct or indirect payments, this is a deemed significant restructure and must be reported. The changes would also be a deemed significant restructure since they involve restructuring out of a hybrid structure into a new arrangement considered to not be subject to the hybrid rules.

Table 12: Completed entry for Example 12 – Reportable restructure or arrangement involving related party financing or refinancing
STEP 1
Question no.	Question label	Response
1	Was there any restructure (including change in related party financing) or any new arrangements involving transfer, licence, or creation of intangibles during the current or previous income year (including restructures or arrangements affecting future Australian withholding tax)?	True
2	What type of restructure (including any change in related party financing) or new arrangement involving transfer, licence or creation of intangibles occurred during the current or previous income year?	RRF
3	What kind of intangibles were transferred, licenced, created or otherwise involved in the arrangement or restructure?	na
4	Description of the restructure (including any change in related party financing) or new arrangement involving transfer, licence or creation of intangibles that occurred during the current or previous income year?	[Description]
5	Total capital value of the restructure or arrangement	5
6	Anticipated Australian tax impact of the restructure or arrangement	ATD
7	Description of anticipated Australian tax impact of the restructure or arrangement	[Description, including how a direct hybrid mismatch arrangement subject to Division 832 of the ITAA 1997 is replaced with an intragroup related party financing arrangement, including interest free borrowing from UK Co by Lux Co 2 that effectively or synthetically achieves a deduction/non-inclusion cross-border mismatch to which Division 832 and Part IVA is considered to not apply]
8	Description of anticipated global tax impact of the restructure or arrangement	[Description, including full details of Luxembourg tax treatment and UK tax treatment of the interest free borrowing by Lux Co 2 from UK Co, and the resulting effective or synthetic deduction/non-inclusion cross-border mismatch achieved under the restructure]
9	Commercial context and anticipated commercial impact of the restructure or arrangement	[Description]
10	How many steps were involved in the restructure or arrangement (including all connected steps involving overseas related parties)?	12
11	Was there any step plan in relation to the steps of the restructure or arrangement?	True
12	Have you attached the step plan in relation to the steps of the restructure or arrangement?	True
13	Filename(s) of the step plan in relation to the steps of the restructure or arrangement	[Filename]
14	On what date did the step of the restructure or arrangement occur or start?	1 July 2024
15	Type of step of the restructure or arrangement	ELC
16	Description of the step of the restructure or arrangement	On 1 July 2024, Aus Co filed a check-the-box election to be treated as a disregarded entity for US income tax purposes.
17	Has there been any change in the functional characterisation of any of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement?	False
18	Details of the change in the functional characterisation of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement	na
19	How many parties to the step of the restructure or arrangement?	1
Party 1 to STEP 1
20	Type of the party to the step of the restructure or arrangement	ACE
21	Full name of the party to the step of the restructure or arrangement	Aus Co
22	ABN or TFN of the party to the step of the restructure or arrangement	[ABN and/or TFN]
23	Country of residence of the party to the step of the restructure or arrangement	AU
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?	False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement	na
STEP 2
14	On what date did the step of the restructure or arrangement occur or start?	10 July 2024
15	Type of step of the restructure or arrangement	ENE
16	Description of the step of the restructure or arrangement	On 10 July 2024, Lux Co formed a new UK tax resident company subsidiary called UK Co.
17	Has there been any change in the functional characterisation of any of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement?	False
18	Details of the change in the functional characterisation of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement	na
19	How many parties to the step of the restructure or arrangement?	1
Party 1 to STEP 2
20	Type of the party to the step of the restructure or arrangement	IRP
21	Full name of the party to the step of the restructure or arrangement	UK Co
22	ABN and/or TFN of the party to the step of the restructure or arrangement	na
23	Country of residence of the party to the step of the restructure or arrangement	GB
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?	False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement	na
STEP 3
14	On what date did the step of the restructure or arrangement occur or start?	10 July 2024
15	Type of step of the restructure or arrangement	ELC
16	Description of the step of the restructure or arrangement	On 10 July 2024, UK Co filed a check-the-box election to be treated as a disregarded entity for US income tax purposes.
17	Has there been any change in the functional characterisation of any of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement?	False
18	Details of the change in the functional characterisation of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement	na
19	How many parties to the step of the restructure or arrangement?	1
Party 1 to STEP 3
20	Type of the party to the step of the restructure or arrangement	IRP
21	Full name of the party to the step of the restructure or arrangement	UK Co
22	ABN and/or TFN of the party to the step of the restructure or arrangement	na
23	Country of residence of the party to the step of the restructure or arrangement	GB
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?	False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement	na
STEP 4
14	On what date did the step of the restructure or arrangement occur or start?	20 July 2024
15	Type of step of the restructure or arrangement	ENE
16	Description of the step of the restructure or arrangement	On 20 July 2024, Lux Co formed a new Luxembourg tax resident company subsidiary, Lux Co 2.
17	Has there been any change in the functional characterisation of any of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement?	False
18	Details of the change in the functional characterisation of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement	na
19	How many parties to the step of the restructure or arrangement?	1
Party 1 to STEP 4
20	Type of the party to the step of the restructure or arrangement	IRP
21	Full name of the party to the step of the restructure or arrangement	Lux Co 2
22	ABN and/or TFN of the party to the step of the restructure or arrangement	na
23	Country of residence of the party to the step of the restructure or arrangement	LU
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?	False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement	na
STEP 5
14	On what date did the step of the restructure or arrangement occur or start?	20 July 2024
15	Type of step of the restructure or arrangement	ELC
16	Description of the step of the restructure or arrangement	On 20 July 2024, Lux Co 2 filed a check-the-box election to be treated as a disregarded entity for US income tax purposes.
17	Has there been any change in the functional characterisation of any of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement?	False
18	Details of the change in the functional characterisation of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement	na
19	How many parties to the step of the restructure or arrangement?	1
Party 1 to STEP 5
20	Type of the party to the step of the restructure or arrangement	IRP
21	Full name of the party to the step of the restructure or arrangement	Lux Co 2
22	ABN and/or TFN of the party to the step of the restructure or arrangement	na
23	Country of residence of the party to the step of the restructure or arrangement	LU
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?	False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement	na
STEP 6
14	On what date did the step of the restructure or arrangement occur or start?	1 August 2024
15	Type of step of the restructure or arrangement	RPD
16	Description of the step of the restructure or arrangement	On 1 August 2024, Lux Co entered into a tripartite agreement titled ‘Share Capital Exchange Agreement’, with Lux Co 2 and UK Co under which Lux Co: contributed A$10 million to Lux Co 2 in exchange for Lux Co 2 issuing A$10 million share capital to Lux Co contributed A$10 million to UK Co in exchange for UK Co issuing A$10 million share capital to Lux Co.
17	Has there been any change in the functional characterisation of any of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement?	False
18	Details of the change in the functional characterisation of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement	na
19	How many parties to the step of the restructure or arrangement?	3
Party 1 to STEP 6
20	Type of the party to the step of the restructure or arrangement	IRP
21	Full name of the party to the step of the restructure or arrangement	Lux Co
22	ABN and/or TFN of the party to the step of the restructure or arrangement	na
23	Country of residence of the party to the step of the restructure or arrangement	LU
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?	False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement	na
Party 2 to STEP 6
20	Type of the party to the step of the restructure or arrangement	IRP
21	Full name of the party to the step of the restructure or arrangement	Lux Co 2
22	ABN and/or TFN of the party to the step of the restructure or arrangement	na
23	Country of residence of the party to the step of the restructure or arrangement	LU
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?	False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement	na
Party 3 to STEP 6
20	Type of the party to the step of the restructure or arrangement	IRP
21	Full name of the party to the step of the restructure or arrangement	UK Co
22	ABN and/or TFN of the party to the step of the restructure or arrangement	na
23	Country of residence of the party to the step of the restructure or arrangement	GB
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?	False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement	na
STEP 7
14	On what date did the step of the restructure or arrangement occur or start?	1 August 2024
15	Type of step of the restructure or arrangement	RPD
16	Description of the step of the restructure or arrangement	On 1 August 2024, UK Co issued A$1 billion of shares to Lux Co in consideration for Lux Co issuing an A$1 billion Promissory Note to UK Co (Lux Co P Note).
17	Has there been any change in the functional characterisation of any of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement?	False
18	Details of the change in the functional characterisation of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement	na
19	How many parties to the step of the restructure or arrangement?	2
Party 1 to STEP 7
20	Type of the party to the step of the restructure or arrangement	IRP
21	Full name of the party to the step of the restructure or arrangement	Lux Co
22	ABN and/or TFN of the party to the step of the restructure or arrangement	na
23	Country of residence of the party to the step of the restructure or arrangement	LU
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?	False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement	na
Party 2 to STEP 7
20	Type of the party to the step of the restructure or arrangement	IRP
21	Full name of the party to the step of the restructure or arrangement	UK Co
22	ABN and/or TFN of the party to the step of the restructure or arrangement	na
23	Country of residence of the party to the step of the restructure or arrangement	GB
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?	False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement	na
STEP 8
14	On what date did the step of the restructure or arrangement occur or start?	1 August 2024
15	Type of step of the restructure or arrangement	RPD
16	Description of the step of the restructure or arrangement	On 1 August 2024, UK Co transferred the A$1 billion Lux Co P Note receivable to Lux Co 2 in exchange for an A$1 billion interest free borrowing titled ‘Loan Agreement’ by Lux Co 2 from UK Co.
17	Has there been any change in the functional characterisation of any of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement?	False
18	Details of the change in the functional characterisation of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement	na
19	How many parties to the step of the restructure or arrangement?	2
Party 1 to STEP 8
20	Type of the party to the step of the restructure or arrangement	IRP
21	Full name of the party to the step of the restructure or arrangement	UK Co
22	ABN and/or TFN of the party to the step of the restructure or arrangement	na
23	Country of residence of the party to the step of the restructure or arrangement	GB
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?	False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement	na
Party 2 to STEP 8
20	Type of the party to the step of the restructure or arrangement	IRP
21	Full name of the party to the step of the restructure or arrangement	Lux Co 2
22	ABN and/or TFN of the party to the step of the restructure or arrangement	na
23	Country of residence of the party to the step of the restructure or arrangement	LU
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?	False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement	na
STEP 9
14	On what date did the step of the restructure or arrangement occur or start?	1 August 2024
15	Type of step of the restructure or arrangement	RPD
16	Description of the step of the restructure or arrangement	On 1 August 2024, Lux Co 2 transferred the A$1 billion Lux Co P Note receivable to Aus Co in exchange for an A$1 billion interest bearing borrowing, by Aus Co from Lux Co 2 under the terms of an agreement titled ‘Loan Agreement 2’.
17	Has there been any change in the functional characterisation of any of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement?	False
18	Details of the change in the functional characterisation of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement	na
19	How many parties to the step of the restructure or arrangement?	2
Party 1 to STEP 9
20	Type of the party to the step of the restructure or arrangement	IRP
21	Full name of the party to the step of the restructure or arrangement	Lux Co 2
22	ABN and/or TFN of the party to the step of the restructure or arrangement	na
23	Country of residence of the party to the step of the restructure or arrangement	LU
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?	False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement	na
Party 2 to STEP 9
20	Type of the party to the step of the restructure or arrangement	ACE
21	Full name of the party to the step of the restructure or arrangement	Aus Co
22	ABN and/or TFN of the party to the step of the restructure or arrangement	[ABN and/or TFN]
23	Country of residence of the party to the step of the restructure or arrangement	AU
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?	False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement	na
STEP 10
14	On what date did the step of the restructure or arrangement occur or start?	1 August 2024
15	Type of step of the restructure or arrangement	RPD
16	Description of the step of the restructure or arrangement	On 1 August 2024, Aus Co repaid the entire A$1 billion owing under the pre-existing borrowing (Lux Loan Facility) from Lux Hybrid Branch Co by transferring the A$1 billion Lux Co P Note receivable to Lux Hybrid Branch Co under the ‘P Note Transfer Agreement No 1’.
17	Has there been any change in the functional characterisation of any of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement?	False
18	Details of the change in the functional characterisation of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement	na
19	How many parties to the step of the restructure or arrangement?	2
Party 1 to STEP 10
20	Type of the party to the step of the restructure or arrangement	ACE
21	Full name of the party to the step of the restructure or arrangement	Aus Co
22	ABN and/or TFN of the party to the step of the restructure or arrangement	[ABN and/or TFN]
23	Country of residence of the party to the step of the restructure or arrangement	AU
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?	False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement	na
Party 2 to STEP 10
20	Type of the party to the step of the restructure or arrangement	IRP
21	Full name of the party to the step of the restructure or arrangement	Lux Hybrid Branch Co
22	ABN and/or TFN of the party to the step of the restructure or arrangement	na
23	Country of residence of the party to the step of the restructure or arrangement	LU
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?	True
25	Country of the permanent establishment of the party to the step of the restructure or arrangement	US
STEP 11
14	On what date did the step of the restructure or arrangement occur or start?	1 August 2024
15	Type of step of the restructure or arrangement	RPD
16	Description of the step of the restructure or arrangement	On 1 August 2024, the A$1 billion Lux Co P Note receivable held by Lux Hybrid Branch Co was transferred to Lux Co under the P Note Transfer Agreement No 2 and subsequently cancelled.
17	Has there been any change in the functional characterisation of any of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement?	False
18	Details of the change in the functional characterisation of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement	na
19	How many parties to the step of the restructure or arrangement?	2
Party 1 to STEP 11
20	Type of the party to the step of the restructure or arrangement	IRP
21	Full name of the party to the step of the restructure or arrangement	Lux Hybrid Branch Co
22	ABN and/or TFN of the party to the step of the restructure or arrangement	na
23	Country of residence of the party to the step of the restructure or arrangement	LU
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?	True
25	Country of the permanent establishment of the party to the step of the restructure or arrangement	US
Party 2 to STEP 11
20	Type of the party to the step of the restructure or arrangement	IRP
21	Full name of the party to the step of the restructure or arrangement	Lux Co
22	ABN and/or TFN of the party to the step of the restructure or arrangement	na
23	Country of residence of the party to the step of the restructure or arrangement	LU
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?	False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement	na
STEP 12
14	On what date did the step of the restructure or arrangement occur or start?	1 August 2024
15	Type of step of the restructure or arrangement	DTE
16	Description of the step of the restructure or arrangement	On 1 August 2024, the Lux Hybrid Branch Co was terminated.
17	Has there been any change in the functional characterisation of any of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement?	False
18	Details of the change in the functional characterisation of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement	na
19	How many parties to the step of the restructure or arrangement?	1
Party 1 to STEP 12
20	Type of the party to the step of the restructure or arrangement	IRP
21	Full name of the party to the step of the restructure or arrangement	Lux Hybrid Branch Co
22	ABN and/or TFN of the party to the step of the restructure or arrangement	na
23	Country of residence of the party to the step of the restructure or arrangement	LU
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?	True
25	Country of the permanent establishment of the party to the step of the restructure or arrangement	US

End of example

Example 13: reportable check-the-box election by an offshore related counterparty

Aus Co is an Australian tax resident company and the head company of a TCG for Australian tax purposes. Aus Co has an income tax year ending 31 December.

Aus Co is ultimately wholly owned by US Co, a US tax resident entity (corporation).

US Co also has wholly owned subsidiaries incorporated in Singapore (SG Pte Ltd) and Korea (Korea Co Ltd). These subsidiaries are also deemed to be tax residents in their country of incorporation.

US Co has a Licence Agreement with SG Pte Ltd to allow SG Pte Ltd to exploit US Co’s intangibles in consideration for payment of royalties. These royalty payments form part of US Co’s taxable income for US income tax purposes.

SG Pte Ltd borrowed from external bank lenders and on the same day on lent the same amount to Korea Co Ltd on back-to-back terms for the purpose of financing the construction of a manufacturing plant.

During the year ended 31 December 2024:

Aus Co made a A$400,000 deductible payment to Korea Co Ltd in relation to the purchase of goods
Korea Co Ltd made a A$100,000 deductible interest payment to SG Pte Ltd under the related party loan
SG Pte Ltd made a A$500,000 deductible royalty payment to US Co under the Licence Agreement with US Co.

On 1 October 2024, SG Pte Ltd filed a check-the-box election to be treated as a disregarded entity of US Co for US income tax purposes. This results in US Co no longer being subject to US income tax on the royalty payments.

As there was a change in the entity classification of your related counterparty to which you make indirect payments, this is a deemed significant restructure and is reportable.

Table 13: Completed entry for Example 13 – Reportable check-the-box-election by an offshore related counterparty
Question no.	Question label	Response
1	Was there any restructure (including change in related party financing) or any new arrangements involving transfer, licence, or creation of intangibles during the current or previous income year (including restructures or arrangements affecting future Australian withholding tax)?	True
2	What type of restructure (including any change in related party financing) or new arrangement involving transfer, licence or creation of intangibles occurred during the current or previous income year?	ROT
3	What kind of intangibles were transferred, licenced, created or otherwise involved in the arrangement or restructure?	na
4	Description of the restructure (including any change in related party financing) or new arrangement involving transfer, licence or creation of intangibles that occurred during the current or previous income year?	[Description]
5	Total capital value of the restructure or arrangement	1
6	Anticipated Australian tax impact of the restructure or arrangement	NTI
7	Description of anticipated Australian tax impact of the restructure or arrangement	[Description, including the expected tax treatment under Subdivision 832-H of payments by Aus Co to Korea Co in connection with payments by Korea Co and SG Pte Ltd]
8	Description of anticipated global tax impact of the restructure or arrangement	[Description]
9	Commercial context and anticipated commercial impact of the restructure or arrangement	[Description]
10	How many steps were involved in the restructure or arrangement (including all connected steps involving overseas related parties)?	1
11	Was there any step plan in relation to the steps of the restructure or arrangement?	False
12	Have you attached the step plan in relation to the steps of the restructure or arrangement?	na
13	Filename(s) of the step plan in relation to the steps of the restructure or arrangement	na
STEP 1
14	On what date did the step of the restructure or arrangement occur or start?	1 October 2024
15	Type of step of the restructure or arrangement	ELC
16	Description of the step of the restructure or arrangement	On 1 October 2024, SG Pte Ltd filed a check-the-box election to be treated as a disregarded entity of US Co for US income tax purposes.
17	Has there been any change in the functional characterisation of any of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement?	False
18	Details of the change in the functional characterisation of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement	na
19	How many parties to the step of the restructure or arrangement?	1
Party 1 to STEP 1
20	Type of the party to the step of the restructure or arrangement	IRP
21	Full name of the party to the step of the restructure or arrangement	SG Pte Ltd
22	ABN and/or TFN of the party to the step of the restructure or arrangement	na
23	Country of residence of the party to the step of the restructure or arrangement	SG
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?	False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement	na

End of example

Example 14: reportable restructure involving disposal of Australian entities by foreign parent

Aus Head Co is an Australian resident company and the head company of a MEC group for Australian tax purposes. Aus Head Co has an income tax year ending 31 December.

Aus ET-1 Co is an Eligible Tier-One Company of the Australian MEC Group, wholly owned by US Inc, a corporation resident in the US for Australian tax purposes.

Aus Sub Co is a wholly owned Australian resident subsidiary of Aus Head Co and is a subsidiary member of Aus Head Co’s MEC group.

Aus Head Co’s ultimate parent company is US Inc.

During the year ended 31 December 2024, US Inc’s global group undertook the following steps:

Table 14: Steps involved in the restructure for Example 14 including all connected steps
Step	Description
1	On 31 March 2024, Aus Head Co entered into a Share Sale Agreement with Aus ET-1 Co under which Aus Head Co transferred 100% of the shares in Aus Sub Co to Aus ET-1 Co for market value consideration.
2	On 30 June 2024, US Inc entered into a Share Sale Agreement with a third party to dispose of 100% of its shares in Aus ET-1 Co for consideration of A$1 billion.

Aus Head Co has taken the position that Division 855 applies to disregard the capital gain arising from the disposal of Aus ET-1 Co, and that Part IVA will not be applied to cancel any connected tax benefit.

As the transactions involved the transfer of assets within a MEC group that resulted in the assets being directly held by a different ET-1 company, this is a deemed significant restructure and must be reported.

Table 15: Completed entry for Example 14 – Reportable restructure involving disposal of Australian entities by foreign parent
STEP 1
Question no.	Question label	Response
1	Was there any restructure (including change in related party financing) or any new arrangements involving transfer, licence, or creation of intangibles during the current or previous income year (including restructures or arrangements affecting future Australian withholding tax)?	True
2	What type of restructure (including any change in related party financing) or new arrangement involving transfer, licence or creation of intangibles occurred during the current or previous income year?	RCD
3	What kind of intangibles were transferred, licenced, created or otherwise involved in the arrangement or restructure?	na
4	Description of the restructure (including any change in related party financing) or new arrangement involving transfer, licence or creation of intangibles that occurred during the current or previous income year?	[Description]
5	Total capital value of the restructure or arrangement	5
6	Anticipated Australian tax impact of the restructure or arrangement	NTI
7	Description of anticipated Australian tax impact of the restructure or arrangement	[Description, including how there is no taxable capital gain on disposal of Aus ET-1 Co on the basis that the shares in Aus ET-1 Co are not taxable Australian property for the purposes of applying Division 855 and Part IVA is considered to not apply]
8	Description of anticipated global tax impact of the restructure or arrangement	[Description]
9	Commercial context and anticipated commercial impact of the restructure or arrangement	[Description]
10	How many steps were involved in the restructure or arrangement (including all connected steps involving overseas related parties)?	2
11	Was there any step plan in relation to the steps of the restructure or arrangement?	True
12	Have you attached the step plan in relation to the steps of the restructure or arrangement?	True
13	Filename(s) of the step plan in relation to the steps of the restructure or arrangement	[Filename]
14	On what date did the step of the restructure or arrangement occur or start?	1 March 2024
15	Type of step of the restructure or arrangement	RPD
16	Description of the step of the restructure or arrangement	On 31 March 2024, Aus Head Co entered into ‘Share Sale Agreement’ with Aus ET-1 Co (an eligible tier 1 company in Aus Head Co’s Australian MEC group) under which, on the same date, Aus Head Co transferred 100% of the shares in Aus Sub Co (a wholly owned subsidiary member of Aus Head Co’s Australian MEC group) to Aus ET-1 Co for market value consideration determined to be [A$X].
17	Has there been any change in the functional characterisation of any of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement?	False
18	Details of the change in the functional characterisation of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement	na
19	How many parties to the step of the restructure or arrangement?	2
Party 1 to STEP 1
20	Type of the party to the step of the restructure or arrangement	ACE
21	Full name of the party to the step of the restructure or arrangement	Aus Head Co
22	ABN and/or TFN of the party to the step of the restructure or arrangement	[ABN and/or TFN]
23	Country of residence of the party to the step of the restructure or arrangement	AU
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?	False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement	na
Party 2 to STEP 1
20	Type of the party to the step of the restructure or arrangement	ACE
21	Full name of the party to the step of the restructure or arrangement	Aus ET-1 Co
22	ABN and/or TFN of the party to the step of the restructure or arrangement	[ABN and/or TFN]
23	Country of residence of the party to the step of the restructure or arrangement	AU
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?	False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement	na
STEP 2
14	On what date did the step of the restructure or arrangement occur or start?	30 June 2024
15	Type of step of the restructure or arrangement	EPD
16	Description of the step of the restructure or arrangement	On 30 June 2024, US Inc entered into ‘Share Sale Agreement’ with a third party under which US Inc disposed of 100% of its shares in Aus ET-1 Co for consideration of A$1 billion.
17	Has there been any change in the functional characterisation of any of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement?	True
18	Details of the change in the functional characterisation of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement	Aus Sub Co and all its operations and assets were sold to a third party.
19	How many parties to the step of the restructure or arrangement?	2
Party 1 to STEP 2
20	Type of the party to the step of the restructure or arrangement	IRP
21	Full name of the party to the step of the restructure or arrangement	US Inc
22	ABN and/or TFN of the party to the step of the restructure or arrangement	na
23	Country of residence of the party to the step of the restructure or arrangement	US
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?	False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement	na
Party 2 to STEP 2
20	Type of the party to the step of the restructure or arrangement	OTE
21	Full name of the party to the step of the restructure or arrangement	[Name of third party purchaser]
22	ABN and/or TFN of the party to the step of the restructure or arrangement	na
23	Country of residence of the party to the step of the restructure or arrangement	na
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?	na
25	Country of the permanent establishment of the party to the step of the restructure or arrangement	na

End of example

Example 15: reportable restructure involving closure of offshore branch

Aus Head Co is an Australian resident company and the head company of a MEC group for Australian tax purposes. Aus Head Co has an income tax year ending 31 December.

Aus Head Co’s ultimate parent company is US Inc, a corporation resident in the US for Australian tax purposes.

During the income year, Aus Head Co shut down its material New Zealand branch operations. This included ceasing to carry on sales operations through its New Zealand fixed place of business.

Aus Head Co’s global group continued to carry on sales operations through NZ Pty Ltd, a wholly owned subsidiary of Aus Head Co which is a NZ resident company for Australian tax purposes. Aus Head Co undertook the following steps:

Table 16: Steps involved in the restructure for Example 15 including all connected steps
Step	Description
1	On 1 March 2024, Aus Head Co entered into an Asset Sale Agreement with NZ Pty Ltd under which Aus Head Co transferred its material current sales contracts and lease contracts of Aus Head Co's NZ branch operations to NZ Pty Ltd for consideration.
2	On 2 March 2024, Aus Head Co deregistered its NZ branch operations.

The cessation of the NZ branch operations is a reportable significant restructure in Aus Head Co’s operations and must be reported having regard to either:

the materiality of the sales and lease contracts transferred
the potential Australian tax impact connected with the application of section 23AH, regardless of whether a nil taxable impact was self-assessed.

Aus Head Co completes the questions for the restructure steps in this Example 15 as shown in the table below.

Table 17: Completed entry for Example 15 – Reportable restructure involving closure of offshore branch
Question no.	Question label	Response
1	Was there any restructure (including change in related party financing) or any new arrangements involving transfer, licence, or creation of intangibles during the current or previous income year (including restructures or arrangements affecting future Australian withholding tax)?	True
2	What type of restructure (including any change in related party financing) or new arrangement involving transfer, licence or creation of intangibles occurred during the current or previous income year?	RCB
3	What kind of intangibles were transferred, licenced, created, or otherwise involved in the arrangement or restructure?	na
4	Description of the restructure (including any change in related party financing) or new arrangement involving transfer, licence or creation of intangibles that occurred during the current or previous income year?	[Description]
5	Total capital value of the restructure or arrangement	1
6	Anticipated Australian tax impact of the restructure or arrangement	NTI
7	Description of anticipated Australian tax impact of the restructure or arrangement	Nil tax impact due to the operation of s 23AH which treats capital gains made by Aus Head Co from disposal of non-tainted assets used in deriving foreign branch income as non-assessable income.
8	Description of anticipated global tax impact of the restructure or arrangement	[Description]
9	Commercial context and anticipated commercial impact of the restructure or arrangement	[Details]
10	How many steps were involved in the restructure or arrangement (including all connected steps involving overseas related parties)?	2
11	Was there any step plan in relation to the steps of the restructure or arrangement?	True
12	Have you attached the step plan in relation to the steps of the restructure or arrangement?	True
13	Filename(s) of the step plan in relation to the steps of the restructure or arrangement	[Filename]
STEP 1
14	On what date did the step of the restructure or arrangement occur or start?	1 March 2024
15	Type of step of the restructure or arrangement	RPD
16	Description of the step of the restructure or arrangement	On 1 March 2024, Aus Head Co entered into an ‘Asset Sale Agreement’ with NZ Pty Ltd under which Aus Head Co transferred its NZ branch’s current sales contracts and lease contracts to NZ Pty Ltd for consideration of [A$X].
17	Has there been any change in the functional characterisation of any of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement?	True
18	Details of the change in the functional characterisation of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement	[Details]
19	How many parties to the step of the restructure or arrangement?	2
Party 1 to STEP 1
20	Type of the party to the step of the restructure or arrangement	IRP
21	Full name of the party to the step of the restructure or arrangement	NZ Pty Ltd
22	ABN and/or TFN of the party to the step of the restructure or arrangement	na
23	Country of residence of the party to the step of the restructure or arrangement	NZ
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?	False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement	na
Party 2 to STEP 1
20	Type of the party to the step of the restructure or arrangement	ACE
21	Full name of the party to the step of the restructure or arrangement	Aus Head Co
22	ABN and/or TFN of the party to the step of the restructure or arrangement	[ABN and/or TFN]
23	Country of residence of the party to the step of the restructure or arrangement	AU
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?	True
25	Country of the permanent establishment of the party to the step of the restructure or arrangement	NZ
STEP 2
14	On what date did the step of the restructure or arrangement occur or start?	2 March 2024
15	Type of step of the restructure or arrangement	CEB
16	Description of the step of the restructure or arrangement	Aus Head Co deregistered its NZ branch operations.
17	Has there been any change in the functional characterisation of any of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement?	False
18	Details of the change in the functional characterisation of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement	na
19	How many parties to the step of the restructure or arrangement?	1
Party 1 to STEP 2
20	Type of the party to the step of the restructure or arrangement	ACE
21	Full name of the party to the step of the restructure or arrangement	Aus Head Co
22	ABN and/or TFN of the party to the step of the restructure or arrangement	[ABN and/or TFN]
23	Country of residence of the party to the step of the restructure or arrangement	AU
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?	True
25	Country of the permanent establishment of the party to the step of the restructure or arrangement	NZ

End of example

Example 16: reportable restructure or arrangement involving amendment of tenor of related party financing

Aus Co is an Australian tax resident company. Aus Co has an income tax year ending 31 December.

Aus Co is wholly owned by UK Co, a UK tax resident company.

UK Co also wholly owns NV Co, a company which is resident for tax purposes in the Netherlands.

Aus Co owns 50% of all shares in Aus Co 2, an Australian tax resident company. NV Co owns the remaining 50% of shares in Aus Co 2.

On 1 January 2019, Aus Co had entered into an A$200 million draw down borrowing facility from NV Co with a 5 year term, expiring on 31 December 2024. During 2019, Aus Co drew down $100m to fund a payment to Aus Co 2.

During the year ended 30 June 2024, Aus Co and NV Co agreed to extend the draw down facility by an additional 5 years. This involved the following steps:

Table 18: Step involved in the restructure for Example 16 including all connected steps
Step	Description
1	On 1 November 2024, Aus Co and NV Co signed a Deed of Amendment to vary the terms and extend the expiration date of the draw down facility to 31 December 2029.

The change in the tenor of the cross border related party financing arrangement is a reportable significant restructure, having regard to either:

the capital value of the cross border related party financing arrangement which is greater than $10 million
the potential Australian tax risk or impact associated with anticipated increased debt deductions arising under the amended facility or the application of the thin capitalisation or debt deduction creation rules.

Table 19: Completed entry for Example 16 – Reportable restructure or arrangement involving amendment of tenor of related party financing
Question no.	Question label	Response
1	Was there any restructure (including change in related party financing) or any new arrangements involving transfer, licence, or creation of intangibles during the current or previous income year (including restructures or arrangements affecting future Australian withholding tax)?	True
2	What type of restructure (including any change in related party financing) or new arrangement involving transfer, licence or creation of intangibles occurred during the current or previous income year?	RRF
3	What kind of intangibles were transferred, licenced, created or otherwise involved in the arrangement or restructure?	na
4	Description of the restructure (including any change in related party financing) or new arrangement involving transfer, licence or creation of intangibles that occurred during the current or previous income year?	[Description]
5	Total capital value of the restructure or arrangement	4
6	Anticipated Australian tax impact of the restructure or arrangement	ATD
7	Description of anticipated Australian tax impact of the restructure or arrangement	[Description, including how amendment and 5 year extension of the draw down borrowing facility with NV Co is anticipated to result in debt deductions for interest payable by Aus Co under the facility after expiry of the original facility agreement on 31 December 2024 until 31 December 2029]
8	Description of anticipated global tax impact of the restructure or arrangement	[Description, including how interest payable by Aus Co to NV Co under the amended facility is subject to effective tax]
9	Commercial context and anticipated commercial impact of the restructure or arrangement	[Description]
10	How many steps were involved in the restructure or arrangement (including all connected steps involving overseas related parties)?	1
11	Was there any step plan in relation to the steps of the restructure or arrangement?	False
12	Have you attached the step plan in relation to the steps of the restructure or arrangement?	na
13	Filename(s) of the step plan in relation to the steps of the restructure or arrangement	na
STEP 1
14	On what date did the step of the restructure or arrangement occur or start?	1 November 2024
15	Type of step of the restructure or arrangement	RPD
16	Description of the step of the restructure or arrangement	On 1 November 2024, Aus Co and NV Co entered into ‘Deed of Amendment’ for the A$200m draw down facility between Aus Co and NV Co dated 1 January 2019 to extend the expiration date from 31 December 2024 to 31 December 2029.
17	Has there been any change in the functional characterisation of any of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement?	False
18	Details of the change in the functional characterisation of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement	na
19	How many parties to the step of the restructure or arrangement?	2
Party 1 to STEP 1
20	Type of the party to the step of the restructure or arrangement	ACE
21	Full name of the party to the step of the restructure or arrangement	Aus Co
22	ABN and/or TFN of the party to the step of the restructure or arrangement	[ABN and/or TFN]
23	Country of residence of the party to the step of the restructure or arrangement	AU
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?	False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement	na
Party 2 to STEP 1
20	Type of the party to the step of the restructure or arrangement	IRP
21	Full name of the party to the step of the restructure or arrangement	NV Co
22	ABN and/or TFN of the party to the step of the restructure or arrangement	na
23	Country of residence of the party to the step of the restructure or arrangement	NL
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?	False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement	na

End of example

Example 17: reportable restructure involving effective disposal of CFC to Swiss parent company

Aus Head Co is an Australian tax resident company and the head company of a TCG for Australian tax purposes. Aus Co 2 and Aus Co 3 are subsidiary members of Aus Head Co’s consolidated group. Aus Head Co has an income tax year ending 31 December.

Aus Head Co’s immediate holding company is Swiss AG, a company which is resident of Switzerland for tax purposes.

The ultimate parent company of Aus Head Co’s global group is US Inc, a corporation resident in the US for tax purposes.

Aus Head Co wholly owns UK Co, a company resident in the UK for tax purposes. UK Co is treated as a controlled foreign company (CFC) for Australian tax purposes. Aus Head Co has self-assessed that there is no attributable income in respect of UK Co for the year ended 31 December 2024 under the Australian CFC provisions.

During the year ended 31 December 2024, Aus Head Co undertook the following steps:

Table 20: Steps involved in the restructure for Example 17 including all connected steps
Step	Description
1	On 1 January 2024, UK Co issued 1 billion ordinary shares to Swiss AG for consideration of A$1 billion.
2	On 15 February 2024, UK Co declared a dividend of A$250 million payable to Aus Co 2.
3	On 15 February 2024, UK Co made a return of capital of A$250 million payable to Aus Co 2.
4	On 15 February 2024, UK Co issued a Promissory Note (P Note A) of A$500 million (UK Co $500 million promissory note) to Aus Co 2 in full satisfaction of the payment of the dividend of A$250million and the return of capital of A$250 million to Aus Co 2.
5	On 1 March 2024, Swiss AG issued a Promissory Note (P Note B) of A$1 billion to UK Co in full satisfaction of the amount payable by Swiss AG for subscription for A$1 billion of ordinary shares issued by UK Co to Swiss AG.
6	On 1 March 2024, Aus Co 2 entered into a ‘P Note Transfer Agreement No 1’ which assigned the UK Co A$500 million promissory note receivable to Aus Co 3.
7	On 1 March 2024, Aus Co 3 entered into a ‘P Note Transfer Agreement No 2’ which assigned the UK Co A$500 million promissory note receivable to Swiss AG.

As a result of the above steps, Aus Head Co now holds 5% of the ordinary shares in UK Co and Swiss AG holds 95% of the ordinary shares in UK Co.

As a result of the dilution rather than disposal of Aus Head Co’s interests in UK Co, Aus Head Co has taken the position after US Co received external advice that for Australian tax purposes:

there was no disposal of shares triggering a CGT event or TOFA balancing adjustment because Aus Co holds the same number of shares after the restructure
UK Co continues to be a CFC of Aus Head Co given the continuing associate-inclusive control interest (with any reduced attributable income reflecting the lower ownership percentage)
the transaction did not result in Aus Head Co being assessable on any attributable income under the CFC rules
Part IVA of the ITAA 1936 does not apply to the restructure.

The restructure is considered a significant restructure, having regard to any one or more of the following:

the potential Australian tax risks associated with the application of:
- the churning measure in section 716-440 of the ITAA 1997
- the attribution of income under Part X of the ITAA 1936
- Part IVA of the ITAA 1936.
US Inc having obtained external tax advice in relation to the application of Part IVA indicative of potential Australian tax risks associated with the transactions or changes
Anticipated material financial and operational impacts arising from the effective disposal of interests in the CFC and related financing arrangements, such as:
- Aus Head Co holding a 5% interest instead of 100% interest in UK Co
- Aus Head Co receiving significantly less of any future distributions from UK Co as a result of the change in ownership
- the transaction being recognised as a disposal for accounting purposes
- the significant round robin debt and equity transaction employed to achieve the effective disposal.

Table 21: Completed entry for Example 17 - Reportable restructure involving effective disposal of CFC to Swiss parent company
Question no.	Question label	Response
1	Was there any restructure (including change in related party financing) or any new arrangements involving transfer, licence, or creation of intangibles during the current or previous income year (including restructures or arrangements affecting future Australian withholding tax)?	True
2	What type of restructure (including any change in related party financing) or new arrangement involving transfer, licence or creation of intangibles occurred during the current or previous income year?	RDO
3	What kind of intangibles were transferred, licenced, created or otherwise involved in the arrangement or restructure?	na
4	Description of the restructure (including any change in related party financing) or new arrangement involving transfer, licence or creation of intangibles that occurred during the current or previous income year?	[Description]
5	Total capital value of the restructure or arrangement	5
6	Anticipated Australian tax impact of the restructure or arrangement	NTI
7	Description of anticipated Australian tax impact of the restructure or arrangement	[Description, including how the Australian CFC provisions apply to UK Co before and after the restructure, how the dilution of shares did not result in a CGT event, or TOFA balancing adjustment, and Part IVA is thought to not apply]
8	Description of anticipated global tax impact of the restructure or arrangement	[Description, including expected tax treatment in the UK and the tax treatment in Switzerland of the income and payments of UK Co (including income and payments resulting from, or facilitated by, the A$1 billion of assets contributed to UK Co by Swiss Co)]
9	Commercial context and anticipated commercial impact of the restructure or arrangement	[Details]
10	How many steps were involved in the restructure or arrangement (including all connected steps involving overseas related parties)?	7
11	Was there any step plan in relation to the steps of the restructure or arrangement?	True
1	Have you attached the step plan in relation to the steps of the restructure or arrangement?	True
13	Filename(s) of the step plan in relation to the steps of the restructure or arrangement	[Filename]
STEP 1
14	On what date did the step of the restructure or arrangement occur or start?	1 January 2024
15	Type of step of the restructure or arrangement	RPD
16	Description of the step of the restructure or arrangement	On 1 January 2024, UK Co issued A$1 billion of ordinary shares to Swiss AG for consideration of A$1 billion.
17	Has there been any change in the functional characterisation of any of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement?	False
18	Details of the change in the functional characterisation of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement	na
19	How many parties to the step of the restructure or arrangement?	2
Party 1 to STEP 1
20	Type of the party to the step of the restructure or arrangement	IRP
21	Full name of the party to the step of the restructure or arrangement	UK Co
22	ABN and/or TFN of the party to the step of the restructure or arrangement	na
23	Country of residence of the party to the step of the restructure or arrangement	GB
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?	False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement	na
Party 2 to STEP 1
20	Type of the party to the step of the restructure or arrangement	IRP
21	Full name of the party to the step of the restructure or arrangement	Swiss AG
22	ABN and/or TFN of the party to the step of the restructure or arrangement	na
23	Country of residence of the party to the step of the restructure or arrangement	CH
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?	False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement	na
STEP 2
14	On what date did the step of the restructure or arrangement occur or start?	15 February 2024
15	Type of step of the restructure or arrangement	RPD
16	Description of the step of the restructure or arrangement	On 15 February 2024, UK Co declared a dividend of A$250 million payable to Aus Co 2.
17	Has there been any change in the functional characterisation of any of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement?	False
18	Details of the change in the functional characterisation of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement	na
19	How many parties to the step of the restructure or arrangement?	2
Party 1 to STEP 2
20	Type of the party to the step of the restructure or arrangement	IRP
21	Full name of the party to the step of the restructure or arrangement	UK Co
22	ABN and/or TFN of the party to the step of the restructure or arrangement	na
23	Country of residence of the party to the step of the restructure or arrangement	GB
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?	False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement	na
Party 2 to STEP 2
20	Type of the party to the step of the restructure or arrangement	ACE
21	Full name of the party to the step of the restructure or arrangement	Aus Co 2
22	ABN and/or TFN of the party to the step of the restructure or arrangement	[ABN and/or TFN]
23	Country of residence of the party to the step of the restructure or arrangement	AU
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?	False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement	na
STEP 3
14	On what date did the step of the restructure or arrangement occur or start?	15 February 2024
15	Type of step of the restructure or arrangement	RPD
16	Description of the step of the restructure or arrangement	On 15 February 2024, UK Co made a return of capital of A$250 million payable to Aus Co 2.
17	Has there been any change in the functional characterisation of any of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement?	False
18	Details of the change in the functional characterisation of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement	na
19	How many parties to the step of the restructure or arrangement?	2
Party 1 to STEP 3
20	Type of the party to the step of the restructure or arrangement	IRP
21	Full name of the party to the step of the restructure or arrangement	UK Co
22	ABN and/or TFN of the party to the step of the restructure or arrangement	na
23	Country of residence of the party to the step of the restructure or arrangement	GB
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?	False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement	na
Party 2 to STEP 3
20	Type of the party to the step of the restructure or arrangement	ACE
21	Full name of the party to the step of the restructure or arrangement	Aus Co 2
22	ABN and/or TFN of the party to the step of the restructure or arrangement	[ABN and/or TFN]
23	Country of residence of the party to the step of the restructure or arrangement	AU
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?	False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement	na
STEP 4
14	On what date did the step of the restructure or arrangement occur or start?	15 February 2024
15	Type of step of the restructure or arrangement	RPD
16	Description of the step of the restructure or arrangement	On 15 February 2024, UK Co issued a Promissory Note (P Note A) of A$500 million to Aus Co 2 in full satisfaction of payment of the dividend of A$250 million and return of capital of A$250 million to Aus Co 2.
17	Has there been any change in the functional characterisation of any of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement?	False
18	Details of the change in the functional characterisation of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement	na
19	How many parties to the step of the restructure or arrangement?	2
Party 1 to STEP 4
20	Type of the party to the step of the restructure or arrangement	IRP
21	Full name of the party to the step of the restructure or arrangement	UK Co
22	ABN and/or TFN of the party to the step of the restructure or arrangement	na
23	Country of residence of the party to the step of the restructure or arrangement	GB
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?	False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement	na
Party 2 to STEP 4
20	Type of the party to the step of the restructure or arrangement	ACE
21	Full name of the party to the step of the restructure or arrangement	Aus Co 2
22	ABN and/or TFN of the party to the step of the restructure or arrangement	[ABN and/or TFN]
23	Country of residence of the party to the step of the restructure or arrangement	AU
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?	False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement	na
STEP 5
14	On what date did the step of the restructure or arrangement occur or start?	1 March 2024
15	Type of step of the restructure or arrangement	RPD
16	Description of the step of the restructure or arrangement	On 1 March 2024, Swiss AG issued a Promissory Note (P Note B) of A$1 billion to UK Co in full satisfaction of the amount payable by Swiss AG for subscription for A$1 billion of ordinary shares issued by UK Co to Swiss AG.
17	Has there been any change in the functional characterisation of any of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement?	False
18	Details of the change in the functional characterisation of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement	na
19	How many parties to the step of the restructure or arrangement?	2
Party 1 to STEP 5
20	Type of the party to the step of the restructure or arrangement	IRP
21	Full name of the party to the step of the restructure or arrangement	UK Co
22	ABN and/or TFN of the party to the step of the restructure or arrangement	na
23	Country of residence of the party to the step of the restructure or arrangement	GB
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?	False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement	na
Party 2 to STEP 5
20	Type of the party to the step of the restructure or arrangement	IRP
21	Full name of the party to the step of the restructure or arrangement	Swiss AG
22	ABN and/or TFN of the party to the step of the restructure or arrangement	na
23	Country of residence of the party to the step of the restructure or arrangement	CH
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?	False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement	na
STEP 6
14	On what date did the step of the restructure or arrangement occur or start?	1 March 2024
15	Type of step of the restructure or arrangement	RPD
16	Description of the step of the restructure or arrangement	On 1 March 2024, Aus Co 2 entered into a ‘P Note A Transfer Agreement’ which assigned the A$500 million promissory note receivable to Aus Co 3.
17	Has there been any change in the functional characterisation of any of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement?	False
18	Details of the change in the functional characterisation of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement	na
19	How many parties to the step of the restructure or arrangement?	2
Party 1 to STEP 6
20	Type of the party to the step of the restructure or arrangement	ACE
21	Full name of the party to the step of the restructure or arrangement	Aus Co 2
22	ABN and/or TFN of the party to the step of the restructure or arrangement	[ABN and/or TFN]
23	Country of residence of the party to the step of the restructure or arrangement	AU
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?	False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement	na
Party 2 to STEP 6
20	Type of the party to the step of the restructure or arrangement	ACE
21	Full name of the party to the step of the restructure or arrangement	Aus Co 3
22	ABN and/or TFN of the party to the step of the restructure or arrangement	[ABN and/or TFN]
23	Country of residence of the party to the step of the restructure or arrangement	AU
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?	False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement	na
STEP 7
14	On what date did the step of the restructure or arrangement occur or start?	1 March 2024
15	Type of step of the restructure or arrangement	RPD
16	Description of the step of the restructure or arrangement	On 1 March 2024, Aus Co 3 entered into ‘P Note A Transfer Agreement No 2’ which assigned the A$500 million promissory note receivable to Swiss AG.
17	Has there been any change in the functional characterisation of any of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement?	False
18	Details of the change in the functional characterisation of your operations for transfer pricing purposes in connection with the step of the restructure or arrangement	na
19	How many parties to the step of the restructure or arrangement?	2
Party 1 to STEP 7
20	Type of the party to the step of the restructure or arrangement	ACE
21	Full name of the party to the step of the restructure or arrangement	Aus Co 3
22	ABN and/or TFN of the party to the step of the restructure or arrangement	[ABN and/or TFN]
23	Country of residence of the party to the step of the restructure or arrangement	AU
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?	False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement	na
Party 2 to STEP 7
20	Type of the party to the step of the restructure or arrangement	IRP
21	Full name of the party to the step of the restructure or arrangement	Swiss AG
22	ABN and/or TFN of the party to the step of the restructure or arrangement	na
23	Country of residence of the party to the step of the restructure or arrangement	CH
24	Has the party to the step of the restructure or arrangement entered into the step in the course of its business operations carried on through a permanent establishment in a different country to its country of tax residence?	False
25	Country of the permanent establishment of the party to the step of the restructure or arrangement	na

End of example

QC103617

Restructures or new arrangements involving transfer, licence, or creation of intangibles

Meaning of significant restructures

Deemed significant restructures

Other significant restructures

Materiality for financing arrangements

Determining significance having regard to materiality and Australian tax risk

Changes treated as not significant

Connected steps involving overseas related parties

Example 6: global restructure with reportable connected steps and non-reportable non-connected steps

New arrangements involving transfer, licence, or creation of intangibles

Excluded creation of intangibles

Restructures or new arrangements during the current or previous income years

Restructure or arrangement

Restructure or arrangement step

Parties to the restructure of arrangement step

Restructure examples

Non-reportable examples

Deemed significant restructures

Other significant restructures

Example 7: non-reportable offshore restructure unconnected to Australian structure, operations or tax treatment

Example 8: non-reportable arrangement involving increased borrowing and repayment under pre-existing related party borrowing

Example 9: non-reportable organic change in the ordinary course of commercial business operations

Example 10: reportable restructure involving establishment of ‘entrepreneurial’ Singapore hub and transfer, licence or creation of intangibles

Example 11: reportable restructure involving inversion and migration of intangible property (IP)

Example 12: reportable restructure or arrangement involving related party financing or refinancing

Example 13: reportable check-the-box election by an offshore related counterparty

Example 14: reportable restructure involving disposal of Australian entities by foreign parent

Example 15: reportable restructure involving closure of offshore branch

Example 16: reportable restructure or arrangement involving amendment of tenor of related party financing

Example 17: reportable restructure involving effective disposal of CFC to Swiss parent company

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