Historically, off-market share buy-backs and share reductions were an effective way for listed public companies to undertake capital management whilst returning franking credits to individual and superannuation fund shareholders in particular.
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This capital and franking credit management ability was curtailed by measures announced in the October 2022 Federal Budget designed to align the tax treatment of off-market share buy-backs undertaken by listed public companies with the tax treatment of on-market share buy-backs.

This week Treasury released its Exposure Draft to give effect to these measures.

Summary of the changes

  • Where a listed public company undertakes an off-market buy-back of a share or non-share equity interest, sellers now will not be assessed on any part of the purchase price as a dividend, but rather assessed on the sale as a revenue or capital gain or loss.

  • There will be a new franking debit provision whereby if a listed public company undertakes an off-market buy-back, a franking debit will arise in the company’s franking account for part of the buy-back price not debited to the company’s share capital account. This will fully align with the treatment of on-market buy-backs, and ensures that shareholders will continue to benefit from imputation credits proportionate to their shareholding in the company after the buy-backs.

  • To ensure alignment across the capital management activities of listed public companies, the Bill introduces a new paragraph designed to prevent the selective cancellation of membership interests giving rise to a frankable distribution. Such distributions will now be unfrankable.

  • Where a listed public company makes a distribution as consideration for the cancellation of a membership interest due to a selective reduction of capital, a franking debit arises in the company’s franking account equal to the amount that would have arisen in the case of a frankable distribution.


The measures will apply to buy-backs and selective share reductions announced and undertaken after 7.30pm AEST 25 October 2022.

The Exposure Draft will be open for consultation until 9 December 2022, with responses to be sent to OMSBBpublicconsultation@treasury.gov.au.  

Please contact your Grant Thornton representative if you wish to discuss these measures further.

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