Petroleum (Registration Fees) Act 1967

The Act defines only one term: “title” means a permit, drilling reservation, lease, licence or access authority (s 4(1)). These are the interests created under the principal Act. The term “title” is the object of the transfer or dealing that triggers the fee. The Act does not define “transfer”, “dealing”, “consideration”, “value”, “prescribed amount”, “memorandum of transfer”, “approval of a dealing”, “interest”, or “exploration works”. These terms derive their meaning from the principal Act (by incorporation under s 3) and from general legal usage. The “prescribed amount” is not fixed in the Act; it is left to be prescribed by regulations made under s 5. The term “value” is central to the calculation but is not defined; it falls to the Minister to determine value in some contexts (s 4(5)(b), s 4(8)), but for transfers under s 4(2) the value is evidently the objective market value or the amount stated in the transfer. “Consideration” is the price paid or other value given for the transfer or dealing. A “dealing” under s 75 of the principal Act includes assignments, subleases, surrenders, mortgages, charges, and other instruments affecting title. “Related bodies corporate” takes its meaning from the Corporations Act 2001 (Cth) - essentially parent, subsidiary, or sibling corporations. “Exploration works” refers to physical work obligations under the title that are required or permitted by the principal Act or regulations. A key distinction between the two fee bases is that for transfers the fee is on the whole title value, while for dealings it may be on an interest in a title, and the consideration may be apportioned across multiple titles (s 4(5)(a)). The Act does not provide a mechanism for appealing the Minister’s determination of value, beyond the ordinary judicial review avenues. The “Register” is the register of titles kept under the principal Act; its entry of the memorandum of transfer or approval of dealing is the trigger for the fee liability.

The Act directly affects any person or entity that is a party to a transfer of a petroleum or geothermal title or a dealing in such a title that requires registration under the principal Act. This includes natural persons, corporations, joint venturers, trusts, and government entities. Practical parties include oil and gas exploration and production companies, geothermal energy developers, financiers taking security over titles, and farminees or farmors in farm in arrangements. The fee is payable by the party lodging the instrument for registration or approval; the Act does not allocate liability between transferor and transferee, so the obligation typically falls on the applicant for registration. The Minister is the recipient of the fee and the decision maker for value determinations, related body corporate concessions, and exploration works deductions. The Minister’s delegate would handle day to day assessments. The regulatory body administering the principal Act (currently the Department of Mines, Industry Regulation and Safety) processes the fee payment alongside registration. The Act also indirectly affects shareholders and creditors of titleholders, because the fee represents a transaction cost that reduces the net value of a deal. The market for petroleum title transfers will price in the 1.5 per cent levy, which may discourage marginal transactions or encourage structuring to fall within the related body corporate exemption or the prescribed‑amount floor. The uncommenced amendments in the 2024 Act are not yet in force, so the current class of affected parties remains unchanged. If the 2024 amendments are proclaimed, additional classes may be added (the 2024 Act is not before us for analysis, but its existence creates uncertainty for long term planning). Independent operators and smaller explorers are particularly affected because the 1.5 per cent fee is a larger proportion of their capital than for major companies, and the floor fee (which is unknown without the regulations) may be proportionally high for low value transfers.

The sole duty imposed by the Act is the obligation to pay a fee upon the occurrence of a fee trigger: an entry in the Register of a memorandum of transfer (s 4(2)) or an entry of approval of a dealing (s 4(5)). There is no duty to register or seek approval; those duties arise under the principal Act. The fee must be paid before or at the time of registration; if not paid, the Minister presumably would not register the instrument, but the Act does not expressly say so. The Act confers several rights on parties. First, parties may apply to the Minister to have the fee reduced to the prescribed amount if they satisfy the conditions for the related body corporate concession (s 4(4) for transfers, s 4(7) for dealings). This requires providing evidence that the parties are related bodies corporate, that the transfer or dealing is solely for reorganisation or better administration, and that it is not substantially for fee avoidance. Second, applicants for approval of a dealing may request the Minister to deduct the value of exploration works from the consideration before calculating the fee (s 4(8)). The Minister determines that value. Third, if a fee has already been paid on an earlier instrument or dealing that leads to a transfer, the party to the later transfer is entitled to have the fee capped at the prescribed amount (s 4(3)). This prevents double taxation on the same economic transaction. Fourth, the Act does not confer a right to a refund if the fee is overpaid. The regulations made under s 5 may prescribe administrative matters, but no refund mechanism appears on the face of the Act. The Minister has the right to determine value where the Act requires it (e.g., s 4(5)(b)), and this determination is not subject to an internal merits review under this Act. The parties have no statutory right to an independent valuation or to challenge the Minister’s valuation except by judicial review. The Act does not create a right to an exemption for transfers of bare legal title or transfers by operation of law. The fee is imposed on each entry, not on the underlying transaction; if a transaction involves multiple titles, separate fees may be payable.

The Act itself contains no penalty provisions. There are no fines, imprisonment terms, or infringement notices for non payment, late payment, or underpayment of the fee. The only enforcement mechanism is implied: the Minister will not register the memorandum of transfer or approve the dealing until the fee is paid, because the principal Act likely requires payment as a condition of registration. However, that is a matter of administrative practice rather than a statutory penalty. The Act does not create an offence for making a false statement in an application for the related body corporate concession or the exploration works deduction. If a party provides false information to the Minister, the general law remedies (e.g., fraud, misleading or deceptive conduct) may apply, but the Act does not provide for an additional penalty or for the recovery of an underpaid fee. The absence of penalty provisions means that the only real sanction is the refusal to register, which may have severe commercial consequences (e.g., the transferee does not acquire legal title, or the dealing is ineffective). The Act does not empower the Minister to impose interest on late payments or to recover unpaid fees as a debt. It does not refer to the Criminal Code or to any enforcement agency. The regulations made under s 5 could potentially prescribe penalties for offences under the regulations (by virtue of the Interpretation Act 1984 (WA) s 65, which allows regulations to impose fines not exceeding $5,000), but s 5 does not expressly authorise penalty provisions. As a practical matter, the registration fee is usually paid at lodgement, so enforcement is rarely an issue. However, if a party lodges a transfer without paying the correct fee, the Registrar would likely return the document. This creates a compliance burden on the lodging party to self assess the fee correctly. There is no statutory protection for good faith errors; an underpayment could delay registration and expose the parties to risk of intervening claims or other dealings. The 2024 amendment act may introduce penalty provisions, but it has not commenced.

The Act is expressly incorporated with and must be read as one with the Petroleum and Geothermal Energy Resources Act 1967 (s 3). This means that definitions, machinery provisions, and enforcement mechanisms of the principal Act apply to this Act. For example, the meaning of “transfer”, “dealing”, “Register”, “permit”, “lease”, “licence”, “access authority”, and “drilling reservation” are found in the principal Act. The registration process and the requirements for approval of transfers and dealings are set out in ss 72 and 75 of the principal Act. The fee imposed by this Act is additional to any other fees payable under the principal Act (e.g., application fees, annual rentals, or royalties). The Act also incorporates by reference the Corporations Act 2001 (Cth) for the definition of “related bodies corporate” (s 4(4) and (7)). This means that the meaning of related bodies corporate may change over time if the Commonwealth amends the Corporations Act. The Act does not interact with common law or equitable principles directly, but the determination of “value” may involve principles of valuation law. The Act does not conflict with or override the Stamp Act 1921 (WA); stamp duty on transfers of petrolrum titles is payable separately. The fee is not a duty of transfer for stamp duty purposes; it is a registration fee imposed under a different head of power. The Act does not interact with the Commonwealth Petroleum (Submerged Lands) Act or state Acts of other jurisdictions. It only applies to titles under the WA principal Act. The Act does not purport to limit or exclude the operation of the Competition and Consumer Act 2010 (Cth) or the Australian Consumer Law. The interaction with the Petroleum Legislation Amendment Act 2024 is pending; that Act purports to amend this Act by inserting new provisions, but until proclaimed, the current Act stands alone. Practitioners must monitor the proclamation date because it may change fee rates, introduce new triggers, or alter the related body corporate exemption. The Act does not interact with the Freedom of Information Act 1992 (WA) or the Public Sector Management Act, but the Minister’s decisions may be reviewable under the Judicial Review Act 2004 (WA) for legal error.

The Act was originally enacted as the Petroleum (Registration Fees) Act 1967 (No. 77 of 1967) and commenced on 5 September 1969. The first amendments were in 1981 (Acts Amendment (Mining) Act 1981, Part IV) and 1982 (Companies (Consequential Amendments) Act 1982, s 28), which updated corporate references following the replacement of the Companies Act with the Corporations Act. A major amendment occurred in 1990 (Petroleum (Registration Fees) Amendment Act 1990, No. 14 of 1990), which substituted the current section 4 in its entirety, restructuring the fee from a fixed fee to a percentage of consideration or value with a floor. The 1990 Act also added section 5 (regulation making power) and included a transitional provision (section 6) that continued the application of the old Act to transfers under the Petroleum Act 1967 that were subject to transitional provisions of the 1990 amendments. In 1994, the Acts Amendment (Petroleum) Act 1994 Part 5 made minor amendments. In 2003, the Corporations (Consequential Amendments) Act (No. 2) 2003 Part 17 updated references from the Corporations Law to the Corporations Act 2001 (Cth) (effective 15 July 2001, though the amending Act was passed later). The most recent commenced amendment was in 2007 (Petroleum Amendment Act 2007, s 103), which changed the short title from Petroleum (Registration Fees) Act 1967 to its current name, and amended the long title and s 3 to reflect the inclusion of geothermal energy resources. This brought the Act into line with the renamed principal Act. The uncommenced provisions table reveals that part 5 division 9 of the Petroleum Legislation Amendment Act 2024 (No. 17 of 2024) has not yet been proclaimed. That division would amend this Act, but the text of the proposed amendments is not before us. The compilation history also shows reprints in 1983, 1992, and 2003, consolidating the then current amendments. The Act’s core structure has remained stable since 1990: a 1.5 per cent ad valorem fee with a prescribed floor, related body corporate concessions, and exploration works deductions. The change in 2007 was primarily cosmetic and did not alter the fee rate or the substance of section 4.

The source text does not disclose any litigation involving the Petroleum and Geothermal Energy Resources (Registration Fees) Act 1967. There are no annotated cases, references to court decisions, or notes of disputes in the compilation. This may be because the Act is narrow in scope and the fee is ordinarily paid without contest. However, the absence of recorded cases does not prove that no litigation has occurred; it is possible that disputes have been resolved by alternative means or that the decisions are unreported. Potential areas of dispute could include the Minister’s determination of “value” under s 4(2)(b) or s 4(5)(b), the application of the related body corporate concession (e.g., what constitutes “solely for the purpose of a reorganization” or “better administration”), the deductibility of exploration works, and the meaning of “prescribed amount” as set by regulation. If the regulations have been challenged for exceeding the regulation making power (s 5), that challenge would be in the Supreme Court of Western Australia. The Act incorporates the principal Act; any litigation under the principal Act regarding the validity of transfers or dealings would indirectly affect the fee payable. The 1990 transitional provision (note 1) suggests that the old Act applied to certain transfers after 1990, which could have led to disputes about which version applied. Without specific cases, we can only note that the Act’s clarity has likely minimised litigation, but the subjective elements (reorganisation purpose, avoidance purpose, value of exploration works) create scope for disagreement. The absence of a statutory merits review mechanism means that applicants cannot appeal a valuation to a tribunal; judicial review is the only route, which is costly and rare. This may suppress litigation but also increase the cost of disputes. The 2024 amendments, if proclaimed, may generate litigation if they introduce novel provisions or change existing ones.

Several traps exist for the unwary. First, the “prescribed amount” is not set in the Act; it is in regulations that are not reproduced here. Practitioners must always check the current Petroleum and Geothermal Energy Resources (Registration Fees) Regulations or equivalent. If the regulations prescribe a very low floor, the 1.5 per cent rate will apply to most transactions; if the floor is high, many transfers will fall into the fixed fee. Second, the related body corporate concession (s 4(4), (7)) is not automatic. The parties must “satisfy the Minister” of three cumulative conditions: they are related bodies corporate, the transfer or dealing is solely for reorganisation or better administration, and it is not substantially for fee avoidance. The “solely for” test is strict; if the transaction also serves a commercial purpose (e.g., moving assets to a separate subsidiary for a future sale), the concession may be denied. The Minister is not required to give reasons, and there is no internal review. Third, the exploration works deduction (s 4(8)) is available only for dealings, not for transfers. It applies only to works that were “required or permitted” under the title at the time the application for approval of the dealing was lodged. If the works are not yet required (e.g., they are conditional on a future discovery), the deduction may be disallowed. The Minister determines the value of the works, which may be less than the actual cost. Fourth, the fee on transfers (s 4(2)) is calculated on the greater of consideration or value. This means that even if the transfer is for nil consideration (e.g., a gift or a corporate restructure that does not meet the related body corporate exemption), the fee is still 1.5 per cent of the market value of the title. Value is not defined; if the parties undervalue the title, they risk having the Minister substitute a higher value, potentially leading to an underpayment and refusal to register. Fifth, the fee on dealings (s 4(5)) can be calculated on an apportioned basis if the dealing relates to multiple titles, but the formula divides the consideration by the number of titles. This could produce a fee that is less than if each title were charged separately. However, if the dealing creates an interest in only one title, the full consideration is used. Sixth, subsection (3) provides a cap on transfer fees where a prior fee has been paid on an instrument or dealing. But the prior fee must have been “paid under this Act”. If the prior fee was paid under a different act (e.g., stamp duty or a repealed act), the cap does not apply. Seventh, the Act does not specify who is liable to pay the fee - the transferor, the transferee, or the applicant for registration. In practice, the applicant pays, but if the other party agrees to pay, the agreement is private. If the fee is not paid, the registration does not occur, and the defective registration may affect the validity of title. Eighth, the uncommenced 2024 amendments could change any of these provisions; parties should not assume the current law will apply to future transactions scheduled after a potential proclamation date. Ninth, the Act has no transitional provisions for title applications pending at the time of any amendment. Finally, the fee is not tax deductible for some purposes? But that is a tax law question beyond the Act.

Compliance with the Act is a prerequisite for obtaining registration of a transfer or approval of a dealing under the principal Act. The following steps should be taken. Determine whether the transaction falls within the scope of s 4(2) or s 4(5). For a transfer, calculate the consideration (if any) and obtain an estimate of the market value of the title. The fee is 1.5 per cent of the greater of these two amounts, subject to the prescribed floor. Check the current regulations for the prescribed amount. If the calculated fee is less than the prescribed amount, pay the prescribed amount. If the fee has already been paid on a prior instrument or dealing that led to this transfer (s 4(3)), then provide evidence to the Minister and pay only the prescribed amount. For a dealing, identify whether it is of a type listed in s 75 of the principal Act. Calculate the fee as 1.5 per cent of the consideration (or, if the dealing relates to multiple titles, the consideration divided by the number of titles), or 1.5 per cent of the interest value if applicable (s 4(5)(b)). If the dealing only creates, varies, or terminates a charge over assets of a body corporate (s 4(6)(b)), pay only the prescribed amount. If the calculated fee is below the prescribed amount, pay the prescribed amount. If exploration works are involved, apply to the Minister for a deduction of the value of those works (s 4(8)), providing evidence of the works required or permitted by the title. For both transfers and dealings, consider whether the parties are related bodies corporate. If so, prepare a submission to the Minister demonstrating that the parties are related as defined in the Corporations Act 2001 (Cth), that the transaction is solely for reorganisation or better administration, and that it is not substantially for fee avoidance. If the Minister is satisfied, the fee is reduced to the prescribed amount. Lodge the instrument for registration or approval together with the fee payment. Retain evidence of the valuation, consideration, and any correspondence with the Minister regarding concessions or deductions. Monitor the commencement of the Petroleum Legislation Amendment Act 2024 to anticipate any changes. If valuations are disputed, consider obtaining an independent valuation to support the amount declared. If the transaction is complex (involving multiple titles, chains of dealings, or related party arrangements), seek legal advice to ensure the fee is correctly calculated and that any concessions are properly applied. Keep copies of all documents lodged and payments made for audit purposes; the Minister may request verification of the value or consideration after the event. There is no annual compliance obligation under this Act; it applies only on a transaction basis.