Duties Act 2001

This section applies if—

there is a corporate reconstruction constituted by a parent company (the new parent company) being interposed between a company (the existing company) and the shareholders of the existing company; and

there is a transfer, or agreement for the transfer, of shares from a shareholder of the existing company to the new parent company carried out solely for the corporate reconstruction; and

the following conditions are complied with—

the new parent company is a company with limited liability;

the new parent company has been dormant from its registration until the resolution to become the new parent company of the existing company;

under the transaction mentioned in paragraph (b), the new parent company acquires at least 90% of the issued shares, and voting control of, the existing company;

at least 90% of the consideration for the acquisition is the issue of shares in the new parent company to the shareholders of the existing company;

each shareholder of the existing company whose shares are acquired by the new parent company receives consideration equal in value to the value of the shareholder’s shares in the existing company;

immediately after the transfer of shares in the existing company, at least 90% of the issued shares in the new parent company consists of the shares it issued as consideration for the acquisition of the shares in the existing company;

if the new parent company is interposed between more than 1 existing company and their shareholders—before the acquisition by the new parent company, the same shareholders—

owned, directly or indirectly, at least 90% of the issued shares in the existing companies; and

had voting control of the existing companies; and

the acquisition of shares in the existing company by the new parent company or the issue of the shares in the new parent company to the shareholders of the existing company is a relevant acquisition.

This section also applies if, under section 406 or 408, a transfer, or agreement for the transfer, of shares is exempt from transfer duty and the acquisition of the shares by the transferee is a relevant acquisition.

Landholder duty is not imposed on the acquisition to the extent of the interest acquired by the new parent company or transferee under the transaction.

Note—See section 179 (Working out dutiable value of relevant acquisition).

For subsection (2), sections 406, 407 and 408 apply as if a transfer, or agreement for the transfer, of shares were a dutiable transaction.