Petroleum and Geothermal Energy Resources (Registration Fees) Act 1967

The Act directly affects any person or entity that transfers or acquires a petroleum or geothermal title in Western Australia, or that enters into a dealing that affects such a title and requires Ministerial approval under the principal Act. This includes oil and gas exploration and production companies, geothermal developers, joint venture participants, financiers taking security over title interests, and parties restructuring corporate groups that hold WA titles. The fee is payable by the transferor or the party lodging the dealing for approval, but in practice the commercial allocation of the fee is a matter of contract between the parties. The State of Western Australia is the beneficiary, as the fee is paid into consolidated revenue (the Act does not earmark it for any specific purpose, though the principal Act regulates the resource).

Indirectly, the fee affects the cost of transacting in WA petroleum titles. At 1.5% of the value of the interest, the fee is not trivial. For a high-value producing lease, the fee can run into millions of dollars. This imposes a transaction cost that may deter marginal transfers or encourage parties to structure deals in ways that avoid or minimise the fee, such as by using share sales rather than title transfers (though the Act does not capture share transfers directly, unless they involve a dealing under section 75). The related bodies corporate exemption reduces the impact for internal corporate reorganisations, but only if the Minister is satisfied. For unrelated third-party sales, the fee is a deadweight cost that reduces the net proceeds to the seller and increases the cost to the buyer.

Joint ventures and financing transactions may also be affected. Creating, varying or terminating a charge over a title’s assets (section 4(6)(b)) attracts a fee, but only the prescribed amount (the minimum) if the dealing relates solely to a charge. This provides some relief for financing arrangements. However, assignments of interests in joint ventures that are not transfers of the whole title may still be caught as dealings, and the fee can apply multiple times if successive partial assignments occur.

The primary duty under the Act is to pay the registration fee at the prescribed rate upon lodgement of a transfer for entry in the Register or upon seeking approval of a dealing. This duty is a precondition to the Minister recording the change of title or approving the dealing under the principal Act. There is no right to have the transfer or dealing registered without payment of the correct fee. The fee must be calculated and paid at the time of lodgement, though the Act does not specify the mechanism,this would be dealt with administratively by the Department.

Parties have a right to seek a reduction of the fee to the prescribed amount if they can satisfy the Minister that they are related bodies corporate and the transaction is for a genuine reorganisation (section 4(4) and (7)). This right is conditional on the Minister’s satisfaction, and the parties must present evidence (presumably statutory declarations, corporate group charts, board resolutions, etc.). Similarly, if a fee has already been paid on an earlier approval of a dealing that gives rise to the transfer, the transfer fee is capped at the prescribed amount (section 4(3)). This prevents double taxation of the same economic transaction when it moves from a preliminary agreement (e.g., an option or conditional assignment) to a final transfer.

The Minister has the right to determine the value of the title, the value of the interest, and the value of exploration works for deduction purposes. This is a broad discretionary power, and it creates a risk of dispute if the Minister’s valuation exceeds the parties’ assessment. There is no statutory mechanism for review in this Act, though administrative law remedies would be available. Parties also have the right to request the Minister to deduct the value of exploration works from the fee base for a dealing (section 4(8)), but again this requires the Minister’s determination.

There is no express obligation to notify the Minister of the consideration or value, but as a practical matter the parties must provide this information to enable the fee to be calculated. Failure to disclose the true consideration or value may amount to an attempt to evade the fee, though the Act does not impose a specific penalty for underpayment. Potential consequences include the Minister refusing to register the transfer or approving the dealing until the correct fee is paid.

This Act itself does not create any criminal offences or civil penalties for non-payment or late payment. It relies entirely on the refusal of the Minister to register the transfer or approve the dealing until the fee is paid. The mechanism is that the registration or approval under the principal Act is a statutory precondition; without that, the transfer or dealing is ineffective as against the State and may not be recognised for purposes of the principal Act. For example, an unregistered transfer would not give the transferee the rights and obligations under the title. The enforcement lever is therefore practical rather than punitive.

The principal Act may contain its own enforcement provisions for related conduct (e.g., furnishing false information), but that is outside the scope of this Act. Section 4(2) and (5) make the fee “payable to the Minister” but do not set a deadline or interest for late payment. In practice, the Department would not process the registration until the fee is paid. The prescribed amount (minimum fee) is set by regulation; if a party underpays, the Department could demand the balance. There is no statutory bar on the Minister accepting late payment and then registering, provided the fee is ultimately paid.

The absence of an offence provision means there is no criminal sanction for failing to pay or for understating value. However, if a party deliberately misrepresents the consideration or value to pay a lower fee, that could constitute an offence under other legislation (e.g., fraud or forgery). The Act also does not provide for refunds if a fee is overpaid or if a transaction falls through after payment. The Minister’s discretion to determine value is not subject to any appeal mechanism in this Act, so any dispute would need to be resolved through judicial review or by negotiation with the Department.

Section 3 provides that the Petroleum and Geothermal Energy Resources Act 1967 is incorporated and read as one with this Act. This means the two Acts are to be interpreted together. The definitions in the principal Act apply to this Act unless otherwise stated. The triggers for the fee (transfer under section 72, dealing under section 75) are defined in the principal Act. The principal Act also governs the application process, the form of instruments, and the effect of registration. Practitioners must consult the principal Act to understand the full procedural context.

The Act references the Corporations Act 2001 (Cth) for the definition of related bodies corporate. That definition incorporates the corporate group structure under Commonwealth law. This is a standard cross-reference. It means that the exemption for reorganisation will rely on the ordinary meaning of control and subsidiaries under the Corporations Act. There is no reference to the Corporations Act for any other purpose.

State stamp duty may also apply to transfers of petroleum titles or to dealings. The registration fee under this Act is separate from any duty payable under the Duties Act 2008 (WA) or equivalent. The fee is not a credit against duty, nor is duty a credit against the fee. Both can apply to the same transaction, increasing the total transaction cost. There is no mention of GST, so the fee is presumably payable in addition to any GST amounts (though GST would not apply to State taxes or fees in most cases).

The Act does not interact with the Petroleum and Geothermal Energy Safety Levy or other resource-specific charges. It is solely a fee for registering changes to title. The uncommenced provisions in the Petroleum Legislation Amendment Act 2024 (Pt 5 Div 9) are not yet in force, and their content is not provided in the source. They may amend this Act or the principal Act, but we cannot speculate.

The Act was originally the Petroleum (Registration Fees) Act 1967, with the short title changed by the Petroleum Amendment Act 2007 (s. 103(3)) to reflect the inclusion of geothermal energy resources. The Act came into operation on 5 September 1969. Major amendments include the Petroleum (Registration Fees) Amendment Act 1990 (No. 14 of 1990), which inserted the current section 4 (repealing and replacing the original fee provisions) and inserted section 5 (regulation-making power). That amendment also included a savings provision (see Other note 1) that the principal Act (as it then was) continued to apply to certain transfers under the old Petroleum Act 1967 by virtue of transitional arrangements.

The Acts Amendment (Petroleum) Act 1994 (No. 28 of 1994) made minor amendments, and the Corporations (Consequential Amendments) Act (No. 2) 2003 (No. 20 of 2003) updated references from the Companies Code to the Corporations Act 2001. The 2007 amendment changed the short title and made other consequential amendments. The compilation table shows that the Act has been reprinted several times, most recently as at 19 September 2003. There are uncommenced provisions in the Petroleum Legislation Amendment Act 2024 (No. 17 of 2024) that, if proclaimed, will amend the Act further. The content of those amendments is not available from the source text, but they are listed in the uncommenced provisions table. This suggests that the Act remains a live piece of legislation with potential changes pending.

The source text does not reference any litigation under this Act. Given its narrow scope and the administrative nature of the fee, it is likely that disputes have been rare. Possible grounds for litigation include: (1) a challenge to the Minister’s determination of the value of a title or interest under section 4, (2) a dispute over whether parties are related bodies corporate and whether the reorganisation purpose is satisfied, (3) questions about what constitutes a “dealing” under the principal Act that triggers the fee, or (4) arguments about whether a particular transfer falls within the exemption for prior fee payments (section 4(3)). Without case citations in the source, we cannot confirm any decided cases. However, the potential for disputes is real given the discretionary elements (Minister’s satisfaction) and the lack of a prescribed valuation methodology. The absence of reported cases may indicate that issues are resolved administratively or that the sums involved do not justify litigation. It could also mean that the Act is relatively stable and well-understood by industry participants.

The “prescribed amount” is not set in the Act and must be found in the regulations. Practitioners should check the current regulations to know the minimum fee. This amount can be changed without amendment to the Act, creating regulatory risk.

The related bodies corporate exemption is not automatic. The parties must “satisfy the Minister” of the reorganisation purpose and that the transaction was not substantially for fee avoidance. This is a subjective test. The Minister may demand significant evidence. If the exemption is incorrectly assumed and the fee is underpaid, the registration may be delayed or refused, and the Department may demand the full fee plus any prescribed amount.

The value of the title or interest is determined by the Minister. There is no statutory formula. If parties undervalue the title in their lodgement, the Minister may reassess and demand additional fee. The Act does not provide a right of independent valuation or arbitration. This gives the Minister effective control over the fee base, which could be used to extract higher fees if the Department views the consideration as not reflecting market value.

Section 4(8) allows deduction of exploration works only for works “required or permitted to be carried out by or under the relevant title” at the time the application was lodged. This means that newly committed works (agreed as part of the dealing) cannot be deducted. The deduction is limited to pre-existing obligations or permitted activities. Parties cannot reduce the fee by promising future exploration.

The fee on a dealing may apply to the “value of the interest” if the Minister is satisfied that this is greater than the consideration and the dealing has an effect of transferring, creating, or varying interests in the title (section 4(5)(b)). This means a dealing with nominal consideration (e.g., an assignment for $1) could still attract a fee based on the market value of the interest transferred.

Where approval of a dealing relates to more than one title, the consideration is divided by the number of titles (section 4(5)(a)). This reduces the effective fee per title but may still result in multiple fees across different titles for the same dealing.

First, identify whether the transaction involves a transfer of a title (under section 72 of the principal Act) or a dealing (under section 75). If it is a standard sale of a permit, lease, etc., it is a transfer. If it involves an assignment of a partial interest, a change of operatorship, a creation or variation of a charge, or any other transaction that affects the title without full transfer, it is likely a dealing. Second, calculate the fee: work out the consideration (if any) and the value of the title or interest. The value should be the market value or an amount agreed between the parties and acceptable to the Minister. The fee is 1.5% of the higher of those two amounts. If the calculated fee is less than the prescribed amount, pay the prescribed amount (check the regulations). If the fee exceeds the prescribed amount, pay the 1.5% amount.

Third, consider whether any reduction or cap applies. If a fee was previously paid on an approval of a dealing that led to this transfer (e.g., an option to purchase was approved and fees paid, and now the transfer gives effect to that option), the transfer fee is capped at the prescribed amount (section 4(3)). Maintain records of prior approvals and fee payments. If the parties are related bodies corporate, assess whether the transfer or dealing is solely for reorganisation or better administration and not substantially for fee avoidance. Prepare a submission to the Minister with corporate structure evidence, board resolutions, and a statement of purpose. The fee will be the prescribed amount only. For dealings, if the dealing includes exploration works that were already required or permitted under the title at the time of application, request the Minister to deduct the value of those works from the fee base. Provide supporting evidence of the works (e.g., work program, approved environmental plan, previous commitments). The deduction is not available for new commitments.

Fourth, lodge the transfer or dealing for approval under the principal Act, together with the fee payment and any supporting evidence for reductions. The Department will process the application and, if correct, register the transfer or approve the dealing. Keep copies of all documents and fee calculations. If the Minister disputes the value or refuses the exemption, seek to negotiate or provide further evidence. Judicial review is a last resort. Given the lack of statutory review rights, early engagement with the Department is advisable. Companies should establish internal procedures for valuing titles and tracking prior fee payments to ensure compliance and minimise costs.