Australia: Ruling on taxation of bonuses paid to employees as part of sale transaction

Bonuses not immediately deductible but instead deductible over five years

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February 28, 2025

The Australian Taxation Office (ATO) on November 29, 2024, released a private binding ruling (authorisation number 1052302976514) regarding the income tax treatment of bonuses paid to members of a senior management team as part of a sale transaction.

Relying heavily on the reasoning of the Full Federal Court in Clough v. Commissioner (2021) FCAFC 197, the ATO concluded that because the payments were intended to incentivize employees to work towards a change in control and were calculated by reference to the long-term returns of the shareholders, the payments were capital in nature and thus not immediately deductible. Instead, the payments were treated as capital expenditures deductible over five years.


For more information, contact a KPMG tax professional in Australia:

Stacey Hannam | shannam@kpmg.com.au

Mitchell Bird | mbird@kpmg.com.au

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