250AWhat is an eligible transaction?

250A What is an eligible transaction? (1) For the purposes of this Division, an ***eligible transaction*** is any of the following— (a) a transfer of dutiable property from one member of a corporate group to another member of the group; (b) a vesting of dutiable property by, or as a consequence of, a court order where the property was held by one member of a corporate group and is vested in another member of the group; (c) the granting of a lease referred to in section 7(1)(b)(v) by one member of a corporate group to another member of the group; (d) the transfer or assignment of a lease referred to in section 7(1)(b)(va) from one member of a corporate group to another member of the group; (e) an application referred to in section 214(1) for the registration or transfer of registration of a motor vehicle as a result of a transfer of the vehicle from one member of a corporate group to another member of the group; (f) a dutiable transaction to which section 14 applies between members of a corporate group; (g) a relevant acquisition to which section 83 applies by a member of a corporate group from another member of the group; (h) a declaration of trust relating to dutiable property the specification of which forms part of the declaration of trust or part of the transaction constituted by the declaration of trust by one member of a corporate group under which the dutiable property is held on trust for another member of the group; (i) any other transaction that results in the beneficial ownership of dutiable property (other than an excluded transaction) moving from one member of a corporate group to another member of the group. (2) For the purposes of this Division, an ***eligible transaction*** is also any of the following that occurs solely for the purposes of a corporate consolidation— (a) a transfer of dutiable property from a shareholder or unitholder of a corporation to the head company; (b) a vesting of dutiable property by, or as a consequence of, a court order where the property was held by a shareholder or unitholder of a corporation and is vested in the head company; (c) the granting of a lease referred to in section 7(1)(b)(v) by a shareholder or unitholder of a corporation to the head company; (d) the transfer or assignment of a lease referred to in section 7(1)(b)(va) from a shareholder or unitholder of a corporation to the head company; (e) an application referred to in section 214(1) for the registration of a motor vehicle or for the transfer of registration of a motor vehicle as a result of a transfer of the vehicle from a shareholder or unitholder of a corporation to the head company; (f) a dutiable transaction to which section 14 applies between a shareholder or unitholder of a corporation and the head company; (g) a relevant acquisition to which section 83 applies— (i) by the head company from a shareholder or unitholder of a corporation; or (ii) by a shareholder or unitholder of a corporation from the head company; (h) a declaration of trust relating to dutiable property the specification of which forms part of the declaration of trust or part of the transaction constituted by the declaration of trust by the head company under which the dutiable property is held on trust for a shareholder or unitholder of a corporation; (i) any other transaction that results in the beneficial ownership of dutiable property (other than an excluded transaction) moving from a shareholder or unitholder of a corporation to the head company. (3) Despite subsection (2), a transaction is not an eligible transaction unless— (a) the only consideration provided by the head company for the transaction consists of the issue of shares in the head company to the shareholders or unitholders of the corporation; and (b) immediately after the issue of shares in the head company, all the shareholders in the head company are persons who were shareholders or unitholders in the corporation immediately before their shares or units were acquired by the head company. (4) Subsection (3)(a) does not apply to a transaction referred to in subsection (2)(g)(ii). (5) Despite subsections (1)(a) and (2)(a), a transfer of dutiable property from one member of a corporate group to another member of the group is not an eligible transaction if— (a) the dutiable property is transferred under an agreement; and (b) at the time the agreement was entered into, the vendor and the purchaser were not members of the same corporate group or substantially the same corporate group. (6) For the purposes of subsection (5)— (a) a reference to a vendor includes a reference to a person who, at the time the agreement was entered into, was the grantee of a put option or the grantor of a call option; and (b) a reference to a purchaser includes a reference to a person who, at the time the agreement was entered into— (ii) was the grantor of a put option or the grantee of a call option; and (c) a reference to an agreement includes a reference to an arrangement that includes both a put option and a call option. (7) Despite anything to the contrary in subsection (1) or (2), the addition or omission of one or more subsidiaries of the parent corporation is not an eligible transaction. S. 250AB inserted by No. 47/2020 s. 17. 250AB What is an arrangement? In this Division (other than in section 250A(6)(c)), an ***arrangement*** means an arrangement consisting of two or more eligible transactions that do not involve any corporation or person other than— (a) members of the same corporate group or substantially the same corporate group; or (b) a head company to be interposed between the shareholders or unit holders of a corporation that is in— (i) the same corporate group or substantially the same corporate group; or (ii) a corporate group that consists of members of the same corporate group or substantially the same corporate group, and any other company that was a head company interposed during a previous corporate consolidation; or (c) shareholders or unit holders of a corporation that is a member of the same corporate group or substantially the same corporate group. S. 250B (Heading) amended by Nos 17/2019 s. 24(1), 47/2020 s. 18(1). S. 250B inserted by No. 113/2003 s. 5. 250B Concession and exemptions for certain transactions arising out of corporate reconstructions, corporate consolidations and arrangements S. 250B(1) substituted by No. 71/2004 s. 24(1), amended by No. 36/2005 s. 19(c), substituted by No. 17/2019 s. 24(2). (1) Subject to this section, the duty chargeable on an eligible transaction is 10% of the duty that would otherwise be chargeable under this Act on the eligible transaction. S. 250B(2) substituted by Nos 17/2019 s. 24(2), 47/2020 s. 18(2). (2) No duty is chargeable under this Act on an eligible transaction to the extent that— (a) duty is chargeable on an earlier eligible transaction in relation to the same dutiable property; and (b) the eligible transaction and the earlier eligible transaction referred to in paragraph (a) form an arrangement or part of an arrangement; and S. 250B(2)(c) amended by No. 38/2023 s. 12. (c) the eligible transaction occurs within the period of 30 days beginning on and including the day on which the first eligible transaction occurred in the arrangement. S. 250B(3) substituted by No. 17/2019 s. 24(2). (3) For the purposes of subsection (2), if either or both of the eligible transactions referred to in that subsection is a relevant acquisition, a reference to dutiable property in relation to the relevant acquisition is a reference to the land holdings of the landholder in which the relevant acquisition is made. S. 250B(3A) inserted by No. 17/2019 s. 24(2), substituted by No. 47/2020 s. 18(3). (3A) No duty is chargeable under this Act on an eligible transaction that is an application for the registration or transfer of registration of a motor vehicle if— (a) duty is chargeable on an earlier eligible transaction that is an application for the registration or transfer of registration of the same motor vehicle; and (b) the eligible transaction and the earlier eligible transaction referred to in paragraph (a) form an arrangement or part of an arrangement; and S. 250B(3A)(c) amended by No. 38/2023 s. 12. (c) the eligible transaction occurs within the period of 30 days beginning on and including the day on which the first eligible transaction occurred in the arrangement. S. 250B(3B) inserted by No. 47/2020 s. 18(3). (3B) If an arrangement continues for more than 30 days, subsections (2) and (3A) apply in relation to each 30 day period for which the arrangement continues as if the first eligible transaction that occurs in the arrangement after the end of each 30 day period were the first eligible transaction in the arrangement. S. 250B(4) amended by Nos 36/2005 s. 19(c), 17/2019 s. 24(3)(a). (4) The Minister must, before 31 October in each year, cause to be laid before each House of the Parliament a report of concessions and exemptions under this Division in the preceding financial year, including— S. 250B(4)(a) amended by Nos 71/2004 s. 24(2), 17/2019 s. 24(3)(b), 47/2020 s. 18(4). (a) the name of each member of a corporate group or consolidated group that has had the benefit of a concession or exemption; and S. 250B(4)(b) amended by No. 17/2019 s. 24(3)(c). (b) the amount of duty that would have been chargeable but for the concession or exemption. S. 250C inserted by No. 113/2003 s. 5, amended by No. 36/2005 s. 19(c), repealed by No. 17/2019 s. 25. S. 250D inserted by No. 113/2003 s. 5, amended by Nos 71/2004 s. 25, 36/2005 s. 19(c), 28/2011 s. 27, repealed by No. 17/2019 s. 25. Ch. 11 Pt 2 Div. 1A (Heading) amended by No. 17/2019 s. 21(3), repealed by No. 47/2020 s. 19. Ch. 11 Pt 2 Div. 1A (Heading and ss 250DA–250DG) inserted by No. 36/2005 s. 20. Ss 250DA, 250DB inserted by No. 36/2005 s. 20, repealed by No. 47/2020 s. 20. S. 250DC inserted by No. 36/2005 s. 20, amended by Nos 38/2012 s. 8, 17/2019 s. 26, repealed by No. 47/2020 s. 20. S. 250DD inserted by No. 36/2005 s. 20, amended by No. 17/2019 s. 27, repealed by No.47x/2020 s. 20. Ss 250DE, 250DF inserted by No. 36/2005 s. 20, repealed by No. 17/2019 s. 28. S. 250DG inserted by No. 36/2005 s. 20, amended by No. 38/2012 s. 9, substituted by No. 47/2020 s. 21. 250DG Special provision in relation to landholder duty if there has been a corporate consolidation involving a private unit trust scheme (1) This section applies in relation to a landholder that is or has been a head company of a corporate group and that was interposed as the head company of the corporate group or substantially the same corporate group— (a) by a corporate consolidation that consisted of the interposition of a head company between a private unit trust scheme and the unitholders of the private unit trust scheme; or (b) as a head company that succeeded, directly or indirectly, the head company referred to in paragraph (a), by any further corporate consolidation that occurred after the corporate consolidation referred to in paragraph (a). (2) For the purposes of Part 2 of Chapter 3, in determining whether a person makes a relevant acquisition in the landholder— (a) the landholder must be taken to be a private unit trust scheme, being the same scheme as that existing immediately before the corporate consolidation referred to in subsection (1)(a); and (b) a shareholding in the landholder must be taken to be a unitholding in that private unit trust scheme; and (c) if an interest in the private unit trust scheme held at any time before the corporate consolidation referred to in subsection (1)(a) was or would be counted for the purposes of section 78, that interest is to continue to be counted for the purposes of that section after the corporate consolidation referred to in subsection (1)(a) or any further corporate consolidation referred to in subsection (1)(b) (as the case requires); and (d) if an interest in the private unit trust scheme held at any time before the corporate consolidation referred to in subsection (1)(a) was not or would not be counted for the purposes of section 78, that interest is to continue not to be counted for the purposes of that section after the corporate consolidation referred to in subsection (1)(a) or any further corporate consolidation referred to in subsection (1)(b) (as the case requires); and (e) without limiting paragraph (a), any acquisition of an interest in land by the private unit trust scheme before the corporate consolidation referred to in subsection (1)(a) is taken to have been an interest acquired by the landholder at the time it was acquired by the private unit trust scheme. (3) This section applies for a period of 3 years commencing at the time of the corporate consolidation referred to in subsection (1)(a). Ch. 11 Pt 2 Div. 1B (Heading and ss 250DH–250DK) inserted by No. 31/2008 s. 12. Division 1B—Exchange of stapled ownership interests for ownership interests in a unit trust scheme S. 250DH inserted by No. 31/2008 s. 12. 250DH Definitions ***exchanging members*** has the same meaning as in section 124-1045(1)(d) of the ITAA; ***interposed trust*** means a unit trust scheme that is interposed between the exchanging members and the stapled entities in the course of, or as a result of, a roll-over; ***ITAA*** means the Income Tax Assessment Act 1997 of the Commonwealth; S. 250DH def. of *listed* amended by No. 28/2011 s. 28(a). ***listed***, in relation to the shares or units in a stapled entity, means listed for quotation on the ASX or a recognised stock exchange; ***ownership interest*** has the same meaning as in section 125-60 of the ITAA; S. 250DH def. of *public float* amended by No. 28/2011 s. 28(b). ***public float*** means a share float or an offer of units to create a public unit trust scheme— (a) the shares or units of which are quoted on the ASX or a recognised stock exchange and are offered to the public generally; and (b) of which the issue of the shares or units to the public does not give any person and their related persons (other than the corporate entity that floated the shares or units) a combined beneficial interest in the floated entity greater than 20%; and (c) that is not part of a scheme for the purpose of minimising duty otherwise payable under this Act; ***roll-over*** means a roll-over that occurs on or after 1 July 2008 in the circumstances set out in section 124-1045 of the ITAA; ***stapled entity*** has the same meaning as in section 124-1045(2) of the ITAA. S. 250DI inserted by No. 31/2008 s. 12, amended by No. 38/2012 s. 10, substituted by No. 17/2019 s. 29. 250DI Concession for relevant acquisitions The duty chargeable on a relevant acquisition to which section 83 applies made by an exchanging member in the course of, or as a result of, a roll‑over, is 10% of the duty that would otherwise be chargeable under this Act on the relevant acquisition if— (a) the shares or units in the stapled entities to which the roll-over relates are listed; or (b) the Commissioner is satisfied that the shares or units in the stapled entities to which the roll-over relates are intended to be listed within 3 years from the date of the relevant acquisition. Ss 250DJ, 250DK inserted by No. 31/2008 s. 12, repealed by No. 17/2019 s. 30. Ch. 11 Pt 2 Div. 2 (Heading and ss 250E−250M) amended by Nos 113/2003 s. 5, 71/2004 s. 26, 36/2005 s. 21, 26/2007 s. 110(b), 31/2008 s. 13, 69/2011 s. 24, 38/2012 s. 11, repealed by No. 17/2019 s. 31. Ch. 11 Pt 3 (Heading) inserted by No. 113/2003 s. 6(a). Part 3—Managed investment schemes