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Edited version of your private ruling
Authorisation Number: 1012459104999
Ruling
Subject: Taxation implications of XYZ Pty Ltd's liquidation.
Issue 1 - Question 1
Will Division 149 of the Income Tax Assessment Act 1997 (ITAA 1997) (formerly Section 160ZZS of the Income Tax Assessment Act 1936 (ITAA 1936)) apply to listed shares held XYZ Pty Ltd since prior to 20 September 1985?
Answer
No.
Issue 2 - Question 1
Will the first element of the cost base of the limited shares, which were received by XYZ Pty Ltd as a result of the market takeover of ABC Limited, be the market value of the limited shares just before they were acquired by XYZ Pty Ltd per section 124-800 of the ITAA 1997?
Answer
Yes
Issue 3 - Question 1
Will the distribution of retained earnings attributable to assessable income XYZ Pty Ltd's shareholders upon liquidation be deemed dividends under subsection 47(1) of the ITAA 1936?
Answer
Yes.
Issue 3 - Question 2
Will the distribution of gains made on pre-CGT assets to XYZ Pty Ltd's shareholders be deemed dividends under subsection 47(1) of the ITAA 1936?
Answer
No.
Issue 3 - Question 3
Must gains on pre-CGT assets be disclosed separately in the accounts of the company?
Answer
No.
Issue 4 - Question 1
Will any capital gains made by XYZ Pty Ltd's non-resident shareholders under CGT event C2 when the shares cease to exist be disregarded under Division 855 of the ITAA 1997?
Answer
Yes.