Edited version of private advice

Authorisation Number: 1052247669343

Date of advice: 8 May 2024

Ruling

Subject: Early stage innovation company eligibility

Question

Does the Company meet the criteria of an Early-Stage Innovation Company (ESIC) under subsection 360-40(1) of the Income Tax Assessment Act 1997 ('ITAA 1997') for the period DD MM YYYY to DD MM YYYY?

Answer

Yes.

This ruling applies for the following period:

DD MM YYYY to DD MM YYYY

The scheme commenced on:

DD MM YYYY

Relevant facts and circumstances

Background Facts

The Company is an Australian proprietary company incorporated in Australia on DD MM YYYY. The Company is not part of an income tax consolidated group and is a single company with no subsidiaries.

The Company's Directors are Person A, Person B and Person C.

The Company's registered office and principal place of business is situated at XXX.

For the financial year ending DD MM YYYY, The Company did not earn any income and did not incur any expenses. For the financial year ending DD MM YYYY, The Company incurred and earned the following:

Total expenses of AUD$XXX.

Total income of AUD$XXX.

The Company's equity interests are not listed for quotation in the official list of any stock exchange, either in Australia or a foreign country.

The Company is developing its own Intellectual Property.

The Company issued ordinary shares in the Company on DD MM YYYY and DD MM YYYY to assist in funding the continued development and commercialisation of their Product.

Product Development

The Company has built a cloud-based system for the XXX market. It is a system of products that enables the sales and compliance of XXX systems.

The system is intended to reduce time and costs for its current and future customers.

Commercialisation Strategy

The Company is solely focused on commercialising its novel and innovative technology. The Company is in the early phases of raising capital and conducting research and development and supporting activities to bring its technology to market.

The Company is genuinely focused on commercialisation. The Company's development and commercialisation team are fully committed to the translation of its product ideas into reality and have established a business structure and plan to do so.

High Growth Potential

The value proposition of the Company's product addresses a local and international market opportunity of approximately $XX based on research conducted by The Company.

The Company's market during the first several years of commercial operation is likely to include those regions/countries that have regulatory frameworks that are defined as easy to navigate.

Scale up the business.

The Company's business model is scalable and is based upon the building on the innovation and commercial success previously achieved.

Prior to entering global markets, development work will be taken to meet regulatory requirements, identify and substantiate product claims and then, gain product acceptance in the market as a solution to the market's problems and aspirations.

Broader than Local Market

The Company has identified that the global market is large, continues to grow and currently lacks innovation. The opportunity to develop new products in this market appears to be significant.

Product differentiation and reputation enhancement could possibly lead to an increase in global market share through sustainable competitive advantage.

Competitive Advantages

The Company is an Australian Company that will be creating Australian opportunities powered by Australian innovation, and accordingly eligible for certain grant funding and co-funded opportunities.

The Company is the only Company in Australia, that is known to be on the path to developing its product on The Company technology platform.

The Company owns all improvements made to The Company intellectual property.

The Company is confident that being the first business to develop its products it will have significant potential value in the market.

Intellectual Property

The Company holds the IP and background IP rights of the software to protect unique features and/or processes integral to the software.

The Company has defined the terms under which the software may be used, restricting certain uses, and protecting proprietary rights in the mandatory End User License Agreement (EULA).

The Company has NDAs with employees, contractors, and collaborators to prevent the unauthorised sharing of proprietary information included in the End User License Agreement (EULA).

Information provided:

You have provided a number of documents containing detailed information in relation to The Company's product, including:

•         Private Binding Ruling ('PBR') Application dated DD MM YYYY.

•         Documentation to support your application.

We have referred to the relevant information within these documents in applying the relevant tests to your circumstances.

Relevant legislative provisions:

Income Tax Assessment Act 1997 Subdivision 360-A

Income Tax Assessment Act 1997 section 360-15

Income Tax Assessment Act 1997 section 360-40

Income Tax Assessment Act 1997 section 360-45