Income tax: taxation consequences for a customer entering into a Rural Products Prepayment Program with Elders Rural Services Australia Limited

This Product Ruling sets out the Commissioner's opinion on the way in which the relevant provisions identified in the Ruling section apply to the defined class of entities that participate in the scheme to which this Product Ruling relates. All legislative references in this Product Ruling are to the Income Tax Assessment Act 1936 (ITAA 1936) unless otherwise indicated.

The scheme described in this Product Ruling involves a prepayment by a Customer (as defined in paragraph 18 of this Product Ruling) under a rural products Prepayment Program (the Program) offered by Elders Rural Services Australia Limited (Elders) to purchase rural products and/or services to be used by the Customer in their business.

This Product Ruling does not address: • the taxation consequences for a Customer that is not a small business entity as defined in section 328-110 of the Income Tax Assessment Act 1997 (ITAA 1997) or an entity covered by subsection 82KZM(1A) • the taxation consequences of any fees and charges paid by a Customer for the delivery of the rural products • the taxation consequences upon application of the Reward (defined in paragraph 19(d) of this Product Ruling) against a Customer's purchases of rural products and/or services • the taxation consequences of any financial accommodation obtained by a Customer in order to fund the Prepayment • the application of the prepaid expenditure provisions under Subdivision H of Division 3 of Part III, other than for section 82KZM • the taxation consequences upon any assignment, transfer or sub-licence of a Customer's rights under the Program to another party, and • whether this scheme constitutes a financial arrangement for the purposes of Division 230 of the ITAA 1997 (Taxation of financial arrangements).

This part of the Product Ruling specifies which entities can rely on the Ruling section of this Product Ruling and which entities cannot rely on the Ruling section. Those entities that can rely on the Ruling section are referred to in this Product Ruling as a Customer.

The class of entities that can rely on the Ruling section of this Product Ruling consists of those entities that: • enter into the scheme described in paragraphs 16 to 20 of this Product Ruling on or after 1 July 2020 and on or before 30 June 2023 • use the rural products and services purchased under the Program in carrying on a business for the purposes of gaining or producing assessable income, and • are a small business entity as defined in section 328-110 of the ITAA 1997 or an entity covered by subsection 82KZM(1A).

The class of entities that can rely on the Ruling section of this Product Ruling does not include entities that: • are accepted to participate in the scheme described in paragraphs 16 to 20 of this Product Ruling before 1 July 2020 or after 30 June 2023 • are not a small business entity as defined in section 328-110 of the ITAA 1997 or an entity covered by subsection 82KZM(1A) • participate in the scheme through offers made other than through the Program referred to in paragraph 16 of this Product Ruling • do not satisfy an assumption set out in paragraph 20 of this Product Ruling, or • are subject to Division 230 of the ITAA 1997 in respect of this scheme.

This Product Ruling does not address the provisions of the Superannuation Industry (Supervision) Act 1993. The Commissioner gives no assurance that the scheme is an appropriate investment for a super fund. The trustees of super funds are advised that no consideration has been given in this Product Ruling as to whether investment in this scheme may contravene the provisions of the Superannuation Industry (Supervision) Act 1993.

The class of entities defined in this Product Ruling may rely on its contents provided the scheme actually carried out is carried out in accordance with the scheme described in paragraphs 16 to 20 of this Product Ruling.

If the scheme actually carried out is materially different from the scheme that is described in this Product Ruling, then this Product Ruling: • has no binding effect on the Commissioner because the scheme entered into is not the scheme on which the Commissioner has ruled, and • may be withdrawn or modified.

This Product Ruling applies from 1 July 2020. It therefore applies only to the specified class of entities that enter into the scheme from 1 July 2020 until 30 June 2023, being its period of application. This Product Ruling will continue to apply to those entities even after its period of application has ended for the scheme entered into during the period of application.

However the Product Ruling only applies to the extent that there is no change in the scheme or in the entity's involvement in the scheme.

Although this Product Ruling deals with the income tax laws enacted at the time it was issued, later amendments may impact on this Product Ruling. Any such changes will take precedence over the application of this Product Ruling and, to that extent, this Product Ruling will have no effect.

Entities that are considering participating in the scheme are advised to confirm with their taxation adviser that changes in the law have not affected this Product Ruling since it was issued.

Product Rulings were introduced for the purpose of providing certainty about tax consequences for entities in schemes such as this. In keeping with that intention the Commissioner suggests that promoters and advisers ensure that participants are fully informed of any legislative changes after the Product Ruling has issued.

Subject to paragraph 3 of this Product Ruling and the assumptions in paragraph 20 of this Product Ruling: (a) The Prepayment paid by a Customer to Elders under the Program is deductible under section 8-1 of the ITAA 1997 in the income year it is paid. (b) Section 82KZM will not apply to deny a Customer an immediate deduction of the Prepayment incurred under the Program and allowable as a deduction under section 8-1 of the ITAA 1997. (c) The anti-avoidance provisions in Part IVA of the ITAA 1936 will not be applied to deny the deductibility of the Prepayment incurred under the Program by a Customer.

The scheme that is the subject of this Product Ruling is identified and described in the following: • application for a Product Ruling as constituted by documents and information received on 13 October 2020, 17 November 2020 and 4 December 2020, and • the Rural Products Prepayment Program application form, received on 4 December 2020. Note: Certain information has been provided on a commercial-in-confidence basis and will not be disclosed or released under Freedom of Information legislation.

For the purposes of describing the scheme to which this Product Ruling applies, there are no other agreements, whether formal or informal, and whether or not legally enforceable, which a Customer or any associate of a Customer will be a party to, which are a part of the scheme. Unless otherwise defined, capitalised terms in this Product Ruling take their meaning from the Rural Products Prepayment Program application form referred to in paragraph 16 of this Product Ruling.

The Program constitutes an agreement between a customer of Elders (the Customer) and Elders. The Program is, among other things, designed to assist in providing the Customer more effective cash-flow management, enabling them to time the payment for rural products and/or services with their major agricultural sale periods.

Pursuant to the Terms of the Program: (a) The Customer makes a payment to Elders referred to as the 'Prepayment'. The Prepayment (i) shall be a minimum of $10,000 (ii) must be used by the Customer for the sole purpose of purchasing rural products and/or services from Elders during the Program Period, commencing on the date of the Prepayment and ending on the date that is 12 months after the Prepayment (iii) is not refundable to the Customer in whole or in part, and (iv) will be forfeited to Elders if unused by the end of the Program Period. (b) The rural products purchased by the Customer from Elders (i) will be as agreed between Elders and the Customer under the Program, including but not limited to, crop protection chemicals, fencing products, animal health products including vaccines & fly control, water products such as tanks and poly pipe, general machinery including pumps and shearing equipment (ii) will not include livestock (iii) to the extent the Customer is in Western Australia, cannot include the purchase of fertiliser products, and (iv) will be governed by Elders conditions of sale. (c) The services purchased by the Customer from Elders will be (i) as agreed between Elders and the Customer under the Program, including but not limited to, advice regarding soil fertility, weed control and insect and pest control (ii) limited to agronomy services performed within the Program Period, and (iii) governed by Elders conditions of sale. (d) The Customer receives a reward based on the unused portion of the Prepayment (the Reward). The Reward (i) is applied as a credit on the Customer's Prepayment (ii) is calculated daily by application of a specified rate [1] on the unused portion of the Prepayment, and credited monthly (iii) must be used only to purchase rural products and/or services (as described in paragraphs 19(b) and 19(c) of this Product Ruling) from Elders during the Program Period (iv) is not refundable to the Customer in whole or in part, and (v) will be forfeited by the Customer and not rolled over into any subsequent Program entered into by the Customer to the extent it is unused by the end of the Program Period. (e) Elders may use any Prepayment made by the Customer, and any Reward added by Elders, as part of the Program to pay any other amounts that are due, owing and payable by the Customer to Elders under any other arrangement that the Customer has entered into with Elders if the Customer is (i) in breach of the Terms of the Program or any other agreement it has entered into with Elders, or (ii) insolvent within the definition of section 95A of the Corporations Act 2001.

This Product Ruling is made on the basis of the following necessary assumptions: (a) The Customer is an Australian resident for taxation purposes. (b) The Customer is a small business entity as defined in section 328-110 of the ITAA 1997 or an entity covered by subsection 82KZM(1A). (c) The Customer is carrying on a farming business with a purpose of producing assessable income in excess of its deductible expenditure, and all rural products and services purchased from Elders under the Program are used in carrying on that business. (d) The rural products purchased from Elders by Customers do not constitute trading stock and are not of a capital, private or domestic nature. (e) The services purchased from Elders by Customers are not of a capital, private or domestic nature. (f) The Customer is not in breach of the Terms of the Program or any other agreement entered into with Elders nor is it insolvent within the definition of section 95A of the Corporations Act 2001. (g) The Customer has not chosen to apply section 82KZMD to the expenditure incurred under the Program. (h) The Prepayment is not 'excluded expenditure' as defined in subsection 82KZL(1). (i) The scheme will be executed in the manner described in the Rural Products Prepayment Program application form and in the Scheme section of this Product Ruling. (j) All dealings between the Customer and Elders will be at arm's length.

A loss or outgoing is deductible under section 8-1 of the ITAA 1997 if it is necessarily incurred in carrying on a business for the purpose of gaining or producing a taxpayer's assessable income. The expenditure must be part of the cost of trading operations and must not be of a capital, private or domestic nature.

An outgoing incurred by a business will be 'necessarily incurred' where, in the circumstances, it is reasonably capable of being seen as desirable or appropriate from the point of view of the pursuit of the business ends of the business being carried on for the purpose of earning assessable income (see Magna Alloys & Research Pty Ltd v Commissioner of Taxation of the Commonwealth of Australia [1980] FCA 180).

Upon entry into the Program, the Prepayment is both immediately due and non-refundable such that the Customer becomes definitively committed to, and incurs, the Prepayment. As the Prepayment is incurred for the purchase of rural products and/or services to be used in the Customer's farming business, it constitutes expenditure which is clearly appropriate from the point of view of the pursuit of the business ends of the Customer's business and is therefore 'necessarily incurred' in the carrying on of that business.

The Prepayment necessarily incurred by the Customer to purchase rural products and/or services in the course of carrying on its business is not of a capital, private or domestic nature. The deduction for the Prepayment is allowable under section 8-1 of the ITAA 1997 in the income year the payment is made to Elders (that is, at the time it is necessarily incurred).

Subject to paragraph 26 of this Product Ruling, section 82KZM operates to spread over more than one income year a deduction which, apart from that section, would be allowable under section 8-1 of the ITAA 1997 for the year of income in which the prepaid expenditure (other than excluded expenditure as defined in subsection 82KZL(1)) is incurred under an agreement by a taxpayer that is either: • a small business entity, or an entity covered by subsection 82KZM(1A), for the year of income that has not chosen to apply section 82KZMD to the expenditure, or • an individual that has not incurred the expenditure in carrying on a business.

Section 82KZM applies if the eligible service period for the expenditure is longer than 12 months, or the eligible service period for the expenditure is 12 months or shorter but ends after the last day of the year of income after the one in which the expenditure was incurred.

In relation to the Prepayment incurred by a Customer under the Program, the eligible service period for the purpose of section 82KZM is the period to which the Prepayment relates. That period is: • from the first day of the Program Period (the date of the Prepayment), being the day on which the thing to be done under the Program in return for the Prepayment (that is, the purchase of rural products and/or services from Elders and the calculation of the Reward credited on the Customer's Prepayment under the circumstances set out in paragraph 19(d) of this Product Ruling) is required or permitted (as the case may be) to commence being done, • until the last day of the Program Period (the date that is 12 months after the Prepayment), being the day on which the thing to be done under the Program in return for the Prepayment is required or permitted (as the case may be) to cease being done.

The eligible service period in relation to the deductible Prepayment under the Program is 12 months or less. As it is not more than 12 months and does not end after the last day of the year of income after the one in which the expenditure was incurred, section 82KZM will have no application to Customers that (as assumed at paragraph 20 of this Product Ruling) are a small business entity (or an entity covered by subsection 82KZM(1A)) for the year of income and have not chosen to apply section 82KZMD to the expenditure.

Provided that the scheme ruled on is entered into and carried out in the manner described in this Product Ruling, it is accepted that the scheme is an ordinary commercial transaction and Part IVA will not apply.

The following is a detailed contents list for this Ruling: Paragraph What this Ruling is about 1 Class of entities 4 Superannuation Industry (Supervision) Act 1993 7 Qualifications 8 Date of effect 10 Changes in the law 12 Note to promoters and advisers 14 Ruling 15 Scheme 16 Overview 18 Assumptions 20 Appendix 1 - Explanation 21 Section 8-1 of the ITAA 1997 - deductibility of the Prepayment 21 Section 82KZM - prepaid expenditure incurred by certain small business entities and individuals incurring non-business expenditure 25 Part IVA - anti-avoidance 29 Appendix 2 - Detailed contents list 30