What this ruling covers
The Australian Taxation Office has issued Class Ruling CR 2026/63, which sets out the income tax treatment for Australian employees who held options in Amaero Ltd under its Employee Incentive Plan and had those options cancelled and replaced with options in Amaero Inc., the new US-incorporated parent company. The exchange took place on 22 June 2026.
Key tax outcome
The ruling confirms that the swap of Amaero Ltd options for Amaero Inc. options is treated as a continuation, not a taxable disposal. No tax is triggered at the time of the exchange. The cost base of the old Amaero Ltd options carries across to the new Amaero Inc. options under subsection 83A-130(7) of the Income Tax Assessment Act 1997, and any capital gain or loss from the cancellation of the old options is disregarded.
Eligibility criteria
The ruling applies only to individuals who meet all five criteria listed in paragraph 4 of the ruling:
- Australian resident for tax purposes
- Held Amaero Options at 7:00pm on 15 June 2026
- Had not reached a deferred taxing point on those options before 22 June 2026
- Received Amaero Inc. Options in exchange for the cancelled Amaero Ltd options
- Continued employment with Amaero Inc. or one of its subsidiaries after the scheme completed
Important limitation
The ruling does not apply to individuals who have made a personal election for Division 230 (taxation of financial arrangements) to apply. Individuals in that situation are outside the scope of this ruling and require separate consideration.
Key actions
- Check whether all five eligibility criteria in paragraph 4 of the ruling are met before relying on the ruling.
- Retain records showing the cost base of the original Amaero Ltd options, as that same cost base now applies to the Amaero Inc. options under subsection 83A-130(7) of the Income Tax Assessment Act 1997.
- Check whether Division 230 applies - if a personal election for Division 230 has been made, this ruling does not cover that situation.
- View the full authorised PDF version of CR 2026/63 at https://www.ato.gov.au/law/view/document?docid=CLR/CR202663/NAT/ATO/00001 for the complete ruling text.
This is a plain-English summary for information only, not legal or compliance advice. Always check the official source or consult a qualified professional.