.
Companies

Payments to associates

Under s.108 ITAA36 a loan or advance made by a private company to an "associated person" will be deemed to be a dividend if considered to represent a distribution of profits

"associated person" means a shareholder, director, or their associates (e.g. spouse, other relatives)

The deemed dividend becomes assessable income of the recipient and is not franked

Excessive remuneration

Where the ATO considers that remuneration paid by a private company to an associated person is excessive (i.e. beyond what is "reasonable") the excess is not allowed as a deduction - s.109 ITAA36

It is deemed to be an unfranked dividend of the company

Calculation of taxable income

Net Profit compared to Taxable Income

The Income Statement is prepared according to accounting standards.

Taxable income is calculated according to tax laws

Therefore, net profit/loss will not necessarily equal taxable income

Continuity of ownership test

requires that shares carrying more than 50% of all voting, dividend and capital rights must be owned at all times during the year of recoupment of the tax loss and during the actual loss year - s.165-12

Continuity of business test

requires that a company carry on the same business in the recoupment year as it carried on immediately before a change in the beneficial ownership of its shares - s.165-13

Company bad debts

A company is allowed a deduction only for bad debts actually written off, provided it satisfies the continuity of ownership test (s.165-123) or continuity of business test -s.165-126

Companies as shareholders

A company that receives a franked dividend is required to include in its assessable income the franking credit attached to the franked dividend

The company is entitled to a franking tax offset for the amount of the franking credit

Imputation system

Franking account

A company that pays franked dividends must keep a franking account for tax purposes

A franking account is an account maintained to keep track of the income tax credits that a company can pass on to its members

Franking accounts are basically a running total of all franking credits and franking debits

Benchmark rule

requires that a company must frank all frankable dividends made during a franking period at the "benchmark franking percentage" – s.203-25

The benchmark franking percentage is the same as the franking percentage for the first frankable distribution made by the entity within the franking period – s.203-30

Franking credits

A franking credit arises when a company:

  • makes a payment of a PAYG instalment or income tax;

  • receives a franked distribution from another company, or

  • incurs a liability for franking deficit tax

Franking Deficit Tax

Franking deficit tax will arise only where the company has a franking deficit at the end of the year (i.e. a debit balance which means that franking debits > franking credits) - s.205-45(2)

The franking deficit tax amount is the same as the deficit balance of the franking account

Payment of Tax

Companies pay their tax under the PAYG system either in a single lump sum or in quarterly instalments

Under the PAYG instalments system tax payments are made throughout the year of income to which they relate

Such payments will be made in conjunction with the lodgement of a Business Activity Statement (BAS)

Definition


s.995(1) defines a company as including "all bodies or associations corporate or unincorporated, but does not include a partnership"

Residence

Under s.6(1) ITAA36, a company is a resident in Australia if:
  • it is incorporated in Australia, or

  • it is not incorporated in Australia, it carries on business in Australia and has either its central management and control in Australia, or its voting power is controlled by Australian resident shareholders

Taxation of companies

A company when it is registered is taxable in its own right – s.4-1

All resident companies whose total income is $1 or more must lodge a Company tax return

Therefore, a company trading at a loss must still lodge a tax return

Companies are taxed at a flat tax rate of 30%

Private companies

Certain payments made by private companies may be deemed by the ATO to be dividends and, as such, may be disallowed as deductions

These are:

Payments to associates

Excessive remuneration

Tax losses

To be able to claim a deduction for a carry forward loss, a company must satisfy either:

  • the continuity of ownership test

    or

  • the continuity of business test

If a company fails the continuity of ownership test it may still be able to carry forward past tax losses if it satisfies the continuity of business test

Transfer of losses

A company which incurs a tax loss has the right to transfer that loss to another resident company in the same group, provided there is 100% common ownership of the two companies

However, group loss transfers are only available provided either the loss company or income company is an Australian branch of a foreign bank or non-bank foreign financial entity. If so, a loss can be transferred between one company in a group and another:
  • in the same year in which the loss was incurred, or

  • in any subsequent year
Research & Development

Companies incurring expenditure on scientific research and development activities may claim a number of concessions

To qualify for concessional tax treatment the company must be registered with the Industry Research & Development Board and have a minimum of $20,000 in R&D expenditure

s.73B(1) ITAA36 allows special deductions for expenditure on research and development activities

Systematic, investigative or experimental activities which involve innovation or high levels of technical risk carried on for the purpose of:
  • Acquiring new knowledge

  • Creating improved materials, products, services, devices or processes

Reconciliation

A company’s net profit/loss normally will not correspond to its taxable income due to a variety of factors such as:

  • expenses not allowed as deductions

  • franking credits

  • capital gains

  • special tax incentive deductions

  • grossing up of foreign income

Therefore, net profit/loss to taxable income must be reconciled.

Franking debits

A franking debit arises when a company:

  • receives a refund of income tax

  • makes a franked distribution to another company

  • underfranks a distribution (i.e. the corporate tax entity makes a distribution with a franking percentage that is less than the entity's benchmark franking percentage for the franking period)

  • ceases to be a franking entity (to eliminate any franking surplus in the franking account)

  • issues tax-exempt bonus shares (instead of making a distribution)

  • streams imputation benefits to members most able to benefit from them

  • pays a distribution under the rules governing payments and loans to a shareholder (Division 7A of Part III of the ITAA 1936)

  • buys back a share on-market