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11.2.2. Corporate Inversion

Corporate inversion is a corporate migration strategy commonly effected through the transfer by an Australian resident shareholder of its shares in a resident company to a non-resident company in return for shares in that non-resident company. This is generally treated in the same manner as scrip-for-scrip transactions, with a similar rollover relief being provided (i.e. a deferment of any capital gains tax arising on any share transfers until a future disposal of the shares). A number of conditions must be satisfied for such treatment, including full ownership by the non-resident company of all shares in the original company following the reorganization, and the maintenance of the same percentage shareholding of the exchanging members in the non-resident company as was held in the original company. Satisfying these conditions does not obviate the possibility that the inversion may itself be considered to fall foul of the general anti-avoidance provision (see Sec. 13.1.) and be subject to appropriate countermeasures by the ATO.