What this ruling covers
The Australian Taxation Office has issued Class Ruling CR 2026/63 covering employees of Amaero Ltd who held share options under the company's Employee Incentive Plan (EIP). The ruling addresses the cancellation of those options and their replacement with options in the new US parent company, Amaero Inc., on 22 June 2026.
Tax treatment of the option swap
The ruling confirms that the swap does not trigger a tax event. The Amaero Inc. options are treated as a continuation of the original Amaero Ltd options. As a result:
- No income tax applies at the time of the swap.
- No capital gains tax applies at the time of the swap.
- Any capital gain or loss from the cancellation of the original Amaero Ltd options is disregarded.
- The cost base of the original Amaero Ltd options carries over to the replacement Amaero Inc. options.
Conditions for this ruling to apply
The ruling applies only where all of the following conditions are met:
- The person is an Australian resident.
- The person held Amaero Ltd options at 7:00 pm on 15 June 2026 under the Employee Incentive Plan.
- No ESS deferred taxing point had already occurred on those options before 22 June 2026.
- The person received Amaero Inc. options in exchange for the cancelled Amaero Ltd options.
- The person continued employment with Amaero Inc. or one of its subsidiaries after 22 June 2026.
Key actions
- Check whether the Amaero Ltd options were held at 7:00 pm on 15 June 2026 under the Employee Incentive Plan and whether Amaero Inc. options were received in exchange - if so, this ruling applies.
- Confirm with a tax agent or bookkeeper that no ESS deferred taxing point had already occurred on the Amaero Ltd options before 22 June 2026, as the ruling does not apply if it had.
- Keep records of the cost base of the original Amaero Ltd options, as that cost base carries across to the Amaero Inc. options for future tax calculations.
- View the full authorised ruling at https://www.ato.gov.au/law/view/document?docid=CLR/CR202663/NAT/ATO/00001 for complete technical detail.
This is a plain-English summary for information only, not legal or compliance advice. Always check the official source or consult a qualified professional.