Tax Laws Amendment (2007 Measures No. 4) Act 2007 (143 of 2007)

Schedule 2   Exchange of membership interests in MDOs

Part 1   Amendments

Income Tax Assessment Act 1997

5   At the end of Division 124

Add:

Subdivision 124-P - Exchange of a membership interest in an MDO for a membership interest in another MDO

Guide to Subdivision 124-P

124-975 What this Subdivision is about

You can choose a roll-over if you exchange your interest as a member of an MDO for an interest as a member of another MDO.

You can only choose the roll-over if you would have made a capital gain from the exchange.

Table of sections

Operative provisions

124-980 Exchange of membership interests in an MDO

124-985 What the roll-over is for post-CGT interests

124-990 Partial roll-over

124-995 Pre-CGT interests

Operative provisions

124-980 Exchange of membership interests in an MDO

(1) There is a roll-over if:

(a) an entity exchanges:

(i) an interest (the original interest ) in an *MDO (the original MDO ) as a member of the original MDO; for

(ii) a similar interest (the replacement interest ) in another MDO (the new MDO ) as a member of the new MDO; and

(b) both the original MDO and the new MDO are companies limited by guarantee; and

(c) the exchange is in consequence of a single *arrangement that satisfies subsection (3); and

(d) apart from the roll-over, the entity would make a *capital gain from a *CGT event happening in relation to its original interest; and

(e) the entity chooses to obtain the roll-over; and

(f) the entity acquired the original interest on or after 20 September 1985.

Note: The entity can obtain only a partial roll-over if the capital proceeds for its original interest include something other than its replacement interest: see section 124-990.

(2) In working out whether an original interest is exchanged for a similar interest, disregard a difference that consists only of a right to receive distributions of income or capital.

Conditions for arrangement

(3) The *arrangement must:

(a) result in the new *MDO becoming the sole *member of the original MDO; and

(b) be one in which participation was available on substantially the same terms for all of the holders of interests as members of the original MDO of a particular type.

124-985 What the roll-over is for post-CGT interests

(1) A *capital gain the entity makes from an original interest *acquired on or after 20 September 1985 is disregarded.

(2) The entity works out the first element of the *cost base of each replacement interest the entity received as a result of the exchange by reasonably attributing to it the cost base (or the part of it) of the entity's original interest for which it was exchanged and for which the entity obtained the roll-over.

(3) In applying subsection (2), the entity reduces (but not below zero) the *cost base of the original interest (just before stopping owning it) by so much of that cost base as is attributable to an ineligible part (see section 124-990).

(4) The first element of the *reduced cost base of a replacement interest is worked out similarly.

124-990 Partial roll-over

(1) The entity can obtain only a partial roll-over if its *capital proceeds for its original interest include something (the ineligible proceeds ) other than its replacement interest. There is no roll-over for that part (the ineligible part ) of its original interest for which it received ineligible proceeds.

(2) The *cost base of the ineligible part is that part of the cost base of the original interest as is reasonably attributable to it.

124-995 Pre-CGT interests

If the entity exchanges an original interest that the entity *acquired before 20 September 1985 for its replacement interest, the first element of the *cost base and *reduced cost base of the replacement interest is zero.