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nexium(Initiate)Initiate
26 Apr 2023

Is it Passive or active income regarding base rate entity tax rate


When deciding if a company is a base rate entity , and therefore pays company tax at the rate of 25%,  my understanding is, not more than 80% of the company assessable income can be passive, ie not active business income. When a business is sold out of a company and goodwill, inherently connected with the business is received into the company from  the business sale, how is that goodwill income rated, in terms of the base rate of tax the company pays, is it passive or active income ? In this case, the goodwill is a new nett gain for the company ( ie not selling previously purchased goodwill) ie is it therefore a capital gain and  included as passive income or is it classified as active business income ?


Another question, is it the case, that if a company sells business assets out of the company, it is the business sale contract date that is the relevant date for tax purposes, not the settlement date. Ie business contract date in May 23 but settlement received in July 23, the relevant year for tax purposes would be 22/23 tax year, not 23/24 tax year, is this correct ? is this always the case or are there exceptions to this ?

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2 replies
1,239 views
2 replies

Most helpful response

Most helpful replyATO Certified Response

AriATO(Community Support)Community Support
ATO Certified Response3 May 2023

Hi @nexium


Thanks for waiting, we've heard back from our technical team.


Business goodwill is a single CGT asset.


A company is a base rate entity if, amongst other requirements, has 80% or less of their assessable income in that income year that is base rate entity passive income.


Base rate entity passive income is:

  • corporate distributions and franking credits on these distributions
  • royalties and rent
  • interest income (some exceptions apply)
  • gains on qualifying securities
  • a net capital gain
  • an amount included in the assessable income of a partner in a partnership or a beneficiary of a trust, to the extent it is traceable (either directly or indirectly) to an amount that is otherwise base rate entity passive income.

So therefore, in this case, any capital gain on goodwill would be included as passive income.


A taxpayer can only make a capital gain if a CGT event happens. So, there is a capital gain attributable to goodwill of the business if a CGT event happens and a capital gain is made in relation to the goodwill of the business.


If you dispose of a CGT asset to someone else, the CGT event happens when you enter into the contract for disposal. If there is no contract, the CGT event generally happens when you stop being the asset’s owner.

All replies

Most helpful replyATO Certified Response

AriATO(Community Support)Community Support
ATO Certified Response3 May 2023

Hi @nexium


Thanks for waiting, we've heard back from our technical team.


Business goodwill is a single CGT asset.


A company is a base rate entity if, amongst other requirements, has 80% or less of their assessable income in that income year that is base rate entity passive income.


Base rate entity passive income is:

  • corporate distributions and franking credits on these distributions
  • royalties and rent
  • interest income (some exceptions apply)
  • gains on qualifying securities
  • a net capital gain
  • an amount included in the assessable income of a partner in a partnership or a beneficiary of a trust, to the extent it is traceable (either directly or indirectly) to an amount that is otherwise base rate entity passive income.

So therefore, in this case, any capital gain on goodwill would be included as passive income.


A taxpayer can only make a capital gain if a CGT event happens. So, there is a capital gain attributable to goodwill of the business if a CGT event happens and a capital gain is made in relation to the goodwill of the business.


If you dispose of a CGT asset to someone else, the CGT event happens when you enter into the contract for disposal. If there is no contract, the CGT event generally happens when you stop being the asset’s owner.

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