Northern Territory act

Stamp Duty Act 1978

In ForceNT

Jurisdiction

Northern Territory

Collection

act

Plain English Summary

9/10 complexity

This law imposes territorial stamp duty on specified instruments and transactions (property transfers, leases, motor vehicle registrations, insurance premiums, certain corporate and trust restructures), sets valuation rules for taxable bases, and requires timely lodgement and payment. Buyers, lessees, insureds, insurers, acquirers of land‑holding corporations, trustees and beneficiaries face direct liabilities and reporting obligations.

It matters because it shifts cash‑flow timing, changes commercial structuring incentives, raises compliance costs, and gives the revenue office broad reassessment and anti‑avoidance powers.

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Current sections

Direct links to the current provisions in Stamp Duty Act 1978.

141

Div 8A

Relevant acquisitions in certain corporations

Division 8A Relevant acquisitions in certain corporations and unit trust schemes entitled to land 56C Interpretation ................................................................................. 48 56CA Arrangement relating to certain entitlement ................................... 56 56CAA Acquisition of interest by share transfer ......................................... 57 56D Lodgement of statements by trustees............................................ 58 56K When statement to be lodged ........................................................ 59 56M Statement chargeable with duty .................................................... 61 56N Corporation to which Division applies ............................................ 64 56NA Linked entity .................................................................................. 64 56NB Unencumbered value of land of corporation .................................. 64 56P Meaning of relevant acquisition ..................................................... 65 56Q Interest and significant interest in corporation ............................... 66 56R How dutiable value determined ..................................................... 66 56S Liability for duty.............................................................................. 67 56T Unit trust schemes ......................................................................... 67 Division 8B Imposition of duty on statutory vesting and merger vesting of dutiable property 56W Duty on a statutory and merger vesting of dutiable property ......... 68 57 Owner to pay duty ......................................................................... 68 58 Registrar not to register unless duty paid ...................................... 69 59 Assessment of duty payable on motor vehicle certificate of registration ..................................................................................... 69 59A Refund of duty if sale of motor vehicle cancelled........................... 71

Stamp Duty Act 1978 iv 60 How duty denoted.......................................................................... 71 61 Exemption to be claimed in declaration ......................................... 71 Division 15 Transactions otherwise than by dutiable instruments 83B Payment of duty on statement in absence of dutiable instrument ...................................................................................... 71 83C Stamping of other instruments related to same transaction ........... 72 83E Aiding and abetting ........................................................................ 73 84 Assessment of duty on instruments ............................................... 73 85 Retaining and impounding of instruments ..................................... 73 86 Creation of memorandum for the purpose of assessment ............. 74 87 Exemption from duty on conveyance of family farming property to family members, family companies or family trusts ..... 75 88 Interpretation ................................................................................. 77 88A Application of Division ................................................................... 81 89 First home owner concession ........................................................ 82 89AA First home owner discount............................................................. 85 89AAB Territory home owner discount ...................................................... 88 89AAC Entitlement if eligible for first home owner grant and Territory home owner discount .................................................................... 93 89A Senior, pensioner and carer concession ....................................... 93 90 Principal place of residence rebate................................................ 96 90AA Meaning of qualifying home on and after 13 May 2014 ................. 99 90A Reassessments in relation to first home owner grant and senior, pensioner and carer concession or principal place of residence rebate .......................................................................... 100 90AB Reassessments in relation to first home owner grant and Territory home owner discount .................................................... 101 90B No multiple concessions .............................................................. 102 90C Interpretation ............................................................................... 102 90D Exemption for conveyance of residential land ............................. 103

Stamp Duty Act 1978 v Division 3 Property settlements on breakdown of relationship 91 Exemption from duty.................................................................... 106 91A Vesting of dutiable property in statutory trust for sale or partition ........................................................................................ 106 91B Conveyance of property from statutory trust for sale to beneficial owner........................................................................... 107 92 Managed investment scheme conveyance .................................. 107 Division 5 Electric motor vehicle 92A Concession for duty on registration of electric motor vehicle ....... 109 93 Authorised stamps ....................................................................... 109 94 Forgery etc. of authorised stamp ................................................. 110 95 Regulatory offences..................................................................... 110 96 Admissibility of unstamped instruments....................................... 110 97 Former transitional provisions...................................................... 111 97A Transitional provision (rates of duty)............................................ 111 97B Transitional provision (dutiable property) ..................................... 112 98 Regulations.................................................................................. 112 Part 7 Transitional matters for Revenue Legislation Amendment Act 2009 99 Application ................................................................................... 112 Part 8 Transitional matters for Revenue and Other Legislation Amendment Act 2010 100 Definition...................................................................................... 113 101 Arrangement for provision of finance ........................................... 113 102 Increase in first home owner concession and principal place of residence rebate and new senior, pensioner and carer concession................................................................................... 114

103

Extension of period for occupancy for entitlement to first home

103 Extension of period for occupancy for entitlement to first home owner concession and principal place of residence rebate ......... 114 104 Acquisition of interest by transfer of shares ................................. 115

Stamp Duty Act 1978 vi Part 9 Transitional matters for Revenue Legislation Amendment Act 2011 105 Occupancy requirements – Commissioner may reassess earlier conveyance ...................................................................... 115 Part 10 Transitional matters for Revenue and Other Legislation Amendment Act 2012 106 Changes to home incentive schemes under Part 5, Division 2 .... 116 Part 11 Transitional matters for Revenue and Other Legislation Amendment Act 2015 107 Definition...................................................................................... 117 108 Application of section 4A ............................................................. 117 109 Changes to the definition of senior, pensioner and carer concession in section 88.............................................................. 118 110 Changes to life insurance provisions ........................................... 118 Part 12 Transitional matters for Stamp Duty Amendment (First Home Owner Discount) Act 2016 111 First home owner discount........................................................... 119 Part 13 Transitional matters for Stamp Duty Amendment Act 2016 112 Change to first home owner discount .......................................... 119 113 No multiple concessions .............................................................. 120 Part 14 Transitional matters for Revenue Legislation Amendment Act 2018 114 Changes to resource interest provisions ..................................... 120 Part 15 Transitional matters for Revenue Legislation Amendment Act 2019 115 Transitional matters for Revenue Legislation Amendment Act 2019 ...................................................................................... 121 Part 16 Transitional matters for Stamp Duty Amendment Act 2023 116 Changes to dutiable property....................................................... 121

Stamp Duty Act 1978 vii

Part 17

Transitional matters for Revenue

Part 17 Transitional matters for Revenue Legislation Amendment Act 2025 117 Application of amendments ......................................................... 122

As in force at 1 July 2025

STAMP DUTY ACT 1978 An Act relating to stamp duty 1 Short title This Act may be cited as the Stamp Duty Act 1978. 2 Commencement This Act shall come into operation on 1 July 1978. 4 Interpretation (1) In this Act: accident insurance, see section 37A. agreement, in relation to a conveyance, includes: (a) a memorandum of agreement; and (b) an arrangement or understanding, whether wholly or partly in writing or otherwise and whether or not between all the parties to the agreement, constituting or forming part of the approved means approved for the purposes of this Act by the associate, see subsection (2). authorised stamp means a stamp approved by the Commissioner for use under this Act to denote the payment of duty (or that no duty is payable). beneficiary includes an object of a discretionary trust. brother/sister – a person is the brother or sister of another if they have one or both parents in common.

Stamp Duty Act 1978 2 building contractor, for Part 5, Division 2A, see section 90C(1). business undertaking includes all business undertakings whether or not carried on with a view to profit. change in control, of a corporation – a change in control of a corporation occurs when a person, or a group of associates, becomes able to exercise, or to control (directly or indirectly) the exercise of, a majority of the votes exercisable at meetings of the directors or shareholders of the corporation. change in control, of a trust includes the following: (a) if a person has a power to appoint and revoke the appointment of the trustee: (i) a change of, or a change in control of, the person who has the power; or (ii) a variation in, or the transfer or some other disposition of, the power; (b) a change of trustee, a change in control of a corporate trustee, or the appointment of an additional trustee; (c) a change of, or a change in control of, a person in a position to make or influence (directly or indirectly) a decision to vest, or to refrain from vesting, an interest in the trust property in a beneficiary. company includes a body, society, association, authority or institution, whether corporate or unincorporate, but does not include a partnership. consideration, in relation to a conveyance, means the consideration for the conveyance without any deduction or discount for the amount of GST (if any) payable in relation to the supply of the property conveyed. convertible Crown lease means a lease granted by or in the name of the Territory under the terms of which the lessee has the right to surrender the lease in exchange for the grant of an estate in fee simple in the land or part of the land held under the lease. conveyance includes the following: (a) the grant of property, but not the grant of a lease other than a convertible Crown lease; (b) the transfer or assignment of property;

Stamp Duty Act 1978 3 (c) the vesting of property in, or the accrual of property to, a person; (d) the foreclosure of a mortgagor's equity of redemption in mortgaged property; (e) a transaction that is taken to be, or treated as, a conveyance under this Act; (f) an agreement to make a conveyance; (g) an instrument effecting or evidencing a conveyance (including a decree, judgment or order of a court); (h) an instrument, agreement, transaction or arrangement that would operate as a conveyance but for a statutory condition requiring Ministerial approval or registration. conveyee means a person to whom property is granted, transferred or assigned, in whom property is vested, or to whom property accrues under a conveyance. declaration of trust means a declaration (other than a declaration by will or testamentary instrument) that property vested, or to be vested, in the declarant is, or is to be, held in trust and includes such a declaration whether made unilaterally or by agreement and whether made with or without the knowledge of the beneficiaries. developed, for Part 5, Division 2A, see section 90C(2). discretionary trust means a trust under which: (a) the identity of a beneficiary, or the quantum of the interest in trust property to be taken by a beneficiary, is to be determined by the trustee or some other person; or (b) an interest in trust property vests if a discretion conferred under the terms of the trust is not exercised; or (c) an interest in trust property has vested but is liable, under the terms of the trust, to be divested on the exercise of a discretion by the trustee or some other person; and includes a trust classified by regulation as a discretionary trust but does not include a trust solely for charitable purposes or a trust of a class excluded by regulation from the ambit of this definition. dutiable instrument means an instrument: (a) that is classified as a dutiable instrument in Schedule 1; or

Stamp Duty Act 1978 4 (b) that is liable to duty under any other provision of this Act. dutiable property means: (a) land; and (h) an option to purchase dutiable property or an interest in dutiable property; and (j) chattels, if part of a transaction in which other dutiable property is conveyed, acquired or created or the beneficial ownership is changed, other than: (i) goods, wares or merchandise that are stock-in-trade; or (ii) materials held for use in manufacture; or (iii) goods under manufacture; or (iv) livestock; or (v) any motor vehicle in respect of which a motor vehicle certificate of registration is or will, in the opinion of the Commissioner, be issued to the conveyee; or (vi) cash or money in an account at call; or (vii) negotiable instruments, and money on deposit with any person, and includes an estate or interest (which may be a partnership interest) in dutiable property. dutiable transaction – a transaction is a dutiable transaction if: (a) a liability to ad valorem duty is imposed under this Act in respect of the transaction; or (b) an instrument effecting, or evidencing, the transaction is liable to ad valorem duty under this Act; or (c) the transaction was not effected by an instrument but, if it had been, the instrument would have been liable to ad valorem duty under this Act; or (d) a statement or return is required under this Act in relation to the transaction and the statement or return is liable to ad valorem duty. dutiable value, see section 4AB.

Stamp Duty Act 1978 5 duty means stamp duty. entity A, for a merger vesting of property, see section 4E(2). entity B, for a merger vesting of property, see section 4E(4). execute, in relation to an instrument, means sign the instrument and, if the instrument is under seal, sign and seal the instrument, and, for the purposes of this Act, an instrument is first executed the first time that it is signed or, as the case may require, signed and sealed, by any party to it, but an agreement made by acceptance of an offer contained in an instrument is first executed when the offer is accepted in writing. exempt entity, see section 4F. exempt instrument or transaction means an instrument or transaction that: (a) is exempt from duty under Schedule 2 or any other provision of this Act; or (b) is exempted from duty under the regulations. family means 2 or more persons connected with each other by family relationships. family company means a company of which all shareholders are members of the same family. family relationship means any of the following relationships: (a) the relationship between a person and the person's spouse; (b) the relationship between a person and the person's child or remoter lineal descendant; (c) the relationship between a person and the child or remoter lineal descendant of the person's spouse; (d) the relationship between a person and the person's brother or sister; (e) the relationship between a person and the child or remoter lineal descendant of a brother or sister; (f) the relationship between a person and the spouse of a person with whom a relationship exists under paragraph (b), (c), (d) or (e).

Stamp Duty Act 1978 6 family trust means a trust whose beneficiaries are, and may only be, any of the following in relation to a particular family: (a) members of the family; (b) family companies of the family. farm-in agreement means a written agreement under which a person is entitled to acquire an interest in (but not full ownership of) a resource interest by carrying out exploration work, or contributing a proportionate part of the cost of exploration work to be carried out, on the area of that resource interest after the date of the farming land means land, or an estate or interest in land, that is farming property. farming property means property used solely or principally for farming purposes and includes an estate or interest in such farming purposes means: (a) the business of primary production; or (b) a purpose classified by regulation as a farming purpose. financial market has the same meaning as in section 767A of the Corporations Act 2001. goods includes all chattels personal other than money or things in action. Government Business Division has the same meaning as in the Financial Management Act 1995. GST has the same meaning as in the A New Tax System (Goods and Services Tax) Act 1999 of the Commonwealth. instrument includes any document. insurance means an undertaking of liability to make good, or indemnify against, loss or damage (including liability to pay damages or compensation), or insuring the payment of money, contingent upon the happening of a specified event, and includes: (a) the accepting of a premium in consideration of the granting, issuing or renewal of a policy of insurance; and

Stamp Duty Act 1978 7 (b) the granting of a cover note or receiving of a letter or declaration of interest attaching to a policy of insurance; and (c) the carrying out, by means of insurance effected outside the Territory, of a contract or undertaking in the Territory to effect that insurance; and (ca) a life insurance rider; but does not include: (d) re-insurance effected with another insurer; or (e) the insurance of the hull of a floating vessel that is being used primarily for commercial purposes; or (f) the insurance of goods or merchandise or the freight of goods or merchandise, carried by sea, land or air. insurer means a person that grants, issues or renews, or intends to grant, issue or renew, a policy of insurance in respect of which duty is imposed. interest in property includes the potential beneficial interest of an object of a discretionary trust. interposed trust, for Part 3, Division 8A, see section 56C(1). land means land in the Territory and includes: (a) an estate or interest in land; and (b) a lease of land or an interest in a lease of land; and (ba) a resource interest or an interest in a resource interest; and (c) a fixture to land (including a tenant's fixture or a fixture associated with operations conducted, or formerly conducted, on the land in relation to a resource interest). land-holding corporation means a land-holding corporation as defined for Part 3, Division 8A and includes a unit trust scheme that is treated as a land-holding corporation for the purposes of that Division. lease includes: (a) a lease granted under an Act; and (b) a sublease; and

Stamp Duty Act 1978 8 (c) an agreement for a lease or sublease. legislation includes subordinate legislation and an instrument made under principal or subordinate legislation. life insurance, see section 37A. life insurance rider, see section 37A. life insurer means a company carrying on the business of, or in relation to, the issuing of, or the undertaking of liability under, life policies and includes a person who receives or takes credit for a premium or consideration for any life insurance. life policy means a policy effecting life insurance. listed corporation, for Part 3, Division 8A, see section 56C(1). listed unit trust scheme, for Part 3, Division 8A, see section 56C(1). majority shareholder, of a corporation, means a person who has a substantial holding (as defined in section 9 of the Corporations Act 2001) related to voting shares carrying 50% or more of the votes attached to voting shares in the corporation. marketable security means a marketable security not quoted on a recognised financial market and includes: (a) a share in the capital of a company that is not quoted on a recognised financial market; and (b) a right (whether existing or future and whether contingent or not) of a person to have issued or transferred to the person a share of a kind referred to in paragraph (a), whether on payment of money or other consideration or not; and (c) any right or interest (whether described as a unit, sub-unit or otherwise) of a beneficiary under a unit trust scheme that is not quoted on a recognised financial market. merger vesting, of property, see section 4E. merging entities, for a merger vesting of property, see section 4E(2) or (3). merging entity or entities, for a merger vesting of property, see section 4E(4).

Stamp Duty Act 1978 9 mining tenement means a statutory licence, lease or authorisation to explore for, recover or exploit a resource, other than petroleum, found in or under the surface of the earth and includes a mineral title under the Mineral Titles Act 2010. Note for definition mining tenement A resource found under the surface of the earth includes a mineral or a geothermal resource. motor vehicle certificate of registration means a certificate of registration issued on the registration or the transfer of the registration of a motor vehicle under the Motor Vehicles Act 1949. new home, for Part 5, Division 2A, see section 90C(1). object, of a discretionary trust, means a person in whom an interest in the trust property might vest, or might be vested, under the terms of the trust. partnership acquisition, see section 27(2). partnership interest means a partnership interest as defined in Part 3, Division 3. petroleum interest means a lease, licence, permit, interest or other authority issued or granted in the Territory under any of the (a) the Petroleum Act 1984; (b) the Energy Pipelines Act 1981; (c) the Petroleum (Submerged Lands) Act 1981; (d) any other Act respecting: (i) the conveyance of petroleum by pipeline or the construction or operation of a pipeline to convey petroleum; or (ii) the exploration for, or the recovery or exploitation of, petroleum.

Stamp Duty Act 1978 10 premium, in relation to insurance, means the gross amount charged or payable in respect of the insurance (which amount does not include any stamp duty paid or payable under this Act): (a) without deduction for an amount paid or payable or allowed or allowable by way of discount or commission to an agent or other person for securing or arranging that insurance for or on behalf of the insurer; and (b) without any deduction or discount for the amount of GST (if any) payable in relation to the supply of the insurance, and includes an instalment of a premium. primary production means: (a) the growing or cultivation of trees, crops or other vegetation (including fungi) for sale or for sale of their produce; or (b) the breeding, rearing or maintenance of living creatures for sale as food or for the production of skins, shells or bodily produce for sale. property includes an estate or interest in property. recognised financial market means a financial market that is a member of the World Federation of Exchanges or is declared by regulation to be a recognised financial market. Registrar means the Registrar within the meaning of the Motor Vehicles Act 1949. related – a corporation is related to another corporation if they are related corporations under section 50 of the Corporations Act 2001. relevant acquisition has the meaning in section 56P. relevant entity, for a merger vesting of property, see section 4E(5). rent includes any amount of GST payable in relation to the supply of the property for which rent is paid or payable. resource interest means a mining tenement or a petroleum responsible party, to a dutiable instrument or dutiable transaction, means the party responsible for the payment of duty on the instrument or transaction and includes, where a dutiable transaction is not effected by a dutiable instrument, a person who would have been liable to pay duty on a dutiable instrument if such an

Stamp Duty Act 1978 11 instrument had existed. spouse includes de facto partner. stamp duty means duty imposed under this Act or the former Stamp Duty Act 1978. statutory vesting means the vesting of property by or under legislation of the Commonwealth, a State or Territory of the Commonwealth or a jurisdiction outside Australia. supply has the same meaning as in the A New Tax System (Goods and Services Tax) Act 1999 of the Commonwealth. tax avoidance scheme has the meaning in section 4B. trust property includes both capital and income of a trust. trustee includes the following: (a) a person constituted a trustee under an implied or constructive trust; (b) an executor of the will, or an administrator of the estate, of a deceased person; (c) a receiver, guardian, committee or manager of the property of a person under a legal or other disability; (d) a receiver or manager of the property of a company or a liquidator of a company for the purpose of its winding-up. unencumbered value of property, see section 4A. unit trust scheme means any arrangements made for the purpose, or having the effect, of providing, for persons having funds available for investment, facilities for the participation by them, as beneficiaries under a trust, in any profits or income arising from the acquisition, holding, management or disposal of any property whatsoever pursuant to that trust. unlisted unit trust scheme, for Part 3, Division 8A, see section 56C(1). The Interpretation Act 1978 contains definitions and other provisions that may be relevant to this Act. (2) A person is an associate of another if: (a) they are members of the same family; or

Stamp Duty Act 1978 12 (b) they are related corporations; or (c) one is a corporation and the other is a director of, or a shareholder in, the corporation; or (d) they are both trustees of the same trust, or of different trusts with a common beneficiary, or one is a trustee and the other is a beneficiary of the same trust; or (e) a chain of relationships can be traced between them under one or more of the above paragraphs. (3) Legislation is taken to provide for the statutory vesting of property if it makes a person or body the successor in title to property of another person or body. (4) An instrument is duly stamped if the payment of duty on the instrument or the non-liability of the instrument to duty is indicated by: (a) an authorised stamp on the instrument; or (b) an endorsement made on the instrument in a manner and form approved by the Commissioner. (5) Despite subsection (4), a policy of insurance is duly stamped when: (a) the duty imposed in relation to the policy has been paid; or (b) the policy is exempt from, or otherwise not liable for duty, under this Act or another law in force in the Territory.

Unencumbered value

4A Unencumbered value (1) The unencumbered value of property is the full value of the property free from encumbrances (including any GST payable on the supply of the property). (2) The unencumbered value of land is to be determined with regard to: (a) the use of the land that would best enhance its commercial value; and (b) commercial advantages (such as goodwill) that: (i) attach to the location or other aspects of the land; and (ii) would affect the price that a reasonable purchaser would be willing to pay for the land; and

Stamp Duty Act 1978 13 (c) information about the land that would, if known to a reasonable purchaser, affect the price the purchaser would be willing to pay for the land. Examples

The value that accrues to premises because they have been licensed or

1 The value that accrues to premises because they have been licensed or approved for a particular commercial purpose would be taken into account under paragraph (b) in valuing the premises.

Information about the results achieved from exploratory or other operations in

2 Information about the results achieved from exploratory or other operations in the area of a resource interest would be taken into account under paragraph (c) in valuing the resource interest. (3) Information relevant to the value of property will, for the purposes of valuation, be regarded as an attribute of the property and not as a separate form of property to which an independent value can be attributed. (4) An encumbrance includes: (a) a mortgage or charge; or (b) a debt or liability that might give rise to a right of recourse against the property; or (c) any agreement or arrangement (including a lease) that has the effect of reducing the value of the property unless the Commissioner is satisfied that the agreement or arrangement was not created or entered into for a purpose (collateral or otherwise) of reducing the value of the property; but does not include an easement or restrictive covenant unless the Commissioner is of the opinion that it was created or entered into for a purpose (collateral or otherwise) of reducing the value of the (4A) For the purpose of determining whether an agreement or arrangement was created or entered into for a purpose (collateral or otherwise) of reducing the value of the property, the Commissioner may have regard to the following: (a) the length of time between the agreement or arrangement being made and the conveyance; (b) whether the parties to the agreement or arrangement are or have been associates; (c) whether the parties to the agreement or arrangement are or have been dealing with each other at arm's length;

Stamp Duty Act 1978 14 (d) whether there is any commercial efficacy to the making of the agreement or arrangement other than to reduce the value of the property; (e) whether the agreement or arrangement is in favour of the conveyee or an associate of the conveyee; (f) any other matters the Commissioner considers relevant. (5) For the purpose of assessing duty on a particular conveyance the Commissioner may, if satisfied that improvements on land subject to the conveyance have been built by, or at the expense of, the conveyee, reduce the unencumbered value of the land by an amount that reflects, in the Commissioner's opinion, the value of the improvements at the date of the conveyance. 4AB Dutiable value (1) The dutiable value of dutiable property is: (a) if consideration is, or is to be, given for the property – the amount or value of the consideration or the unencumbered value of the property (whichever is the greater); or (b) if no consideration is given for the property – the unencumbered value of the property. (2) If the amount of consideration is dependent on future contingencies, the dutiable value of the property will be assessed on the assumption that the contingencies will operate so as to maximise the consideration to be given for the property. (3) However, if it is later shown, on an application for reassessment of duty, that the consideration actually given is less than the assumed consideration, and there is no further scope for contingent increase, the Commissioner may reassess the dutiable value of the property taking into account the amount or value of the consideration actually given. (4) If: (a) dutiable property consists of an interest in an exploration mineral title or a petroleum interest relating to exploration; and (b) the conveyance of the interest arises out of the operation of a farm-in agreement; and

Stamp Duty Act 1978 15 (c) the exploration work, or the contribution to the cost of exploration work, in respect of which the right to the interest arises under the farm-in agreement has actually been carried out or made; then, for the purpose of assessing the dutiable value of the interest, its unencumbered value will be determined as at the date of the farm-in agreement and the consideration will be taken to be the amount by which the consideration given for the interest exceeds the reasonable cost of the exploration work or (where the consideration consists of a contribution to the cost of exploration work) the relevant proportion of that reasonable cost. exploration mineral title means one of the following mineral titles under the Mineral Titles Act 2010: (a) a mineral exploration licence; (b) a mineral exploration licence in retention; (c) an extractive mineral exploration licence. 4AC Valuing certain interests in property (1) If property is held in common by 2 or more persons, the value of the interest of an owner in the property is assessed by multiplying the total value of the property by a fraction representing the owner's proportionate share of ownership. (2) The interest of a joint owner of property is valued as if both or all joint owners were tenants in common in equal shares. (3) This section is applicable both to unencumbered and dutiable value.

Tax avoidance schemes

4B Tax avoidance schemes (1) In this section: scheme includes: (a) an agreement, arrangement or undertaking: (i) in whatever form; and (ii) wherever entered into, made or given; and (iii) whether unilateral, bilateral or multilateral; and

Stamp Duty Act 1978 16 (iv) whether enforceable or not; and (b) an act done or omitted to be done, or a course of conduct carried out or not or engaged in or not, by any person whomever in any place wherever. (2) A tax avoidance scheme is a scheme of which a purpose (collateral or otherwise) is, in the Commissioner's opinion: (a) to avoid or reduce the duty that would be payable, apart from the scheme, under this Act; or (b) to obtain the benefit of an exemption or concession from duty that would not be available apart from the scheme. (3) In considering whether a scheme is a tax avoidance scheme, the Commissioner may have regard to any matter whatever that the Commissioner thinks is relevant.

Surrender of property amounts to conveyance in certain

4D Surrender of property amounts to conveyance in certain circumstances (1) A person surrenders property: (a) if the person relinquishes, renounces or abandons the (b) if the person owns the property and it is cancelled, abrogated, forfeited or extinguished. (2) A surrender of property is a conveyance of the property if: (a) the surrender results in an accretion to the interest of someone (the conveyee) in property to which the surrender relates; or The surrender of a reversionary interest, or an interest in remainder. (b) the surrender removes a restriction on the right that someone (the conveyee) has to use the property to which the surrender relates; or The surrender of a lease over property.

Stamp Duty Act 1978 17 ( c) the surrender enables someone (the conveyee) to convey the property or substantially similar property to a third person. The surrender of an easement.

Merger vesting of property

4E Merger vesting of property (1) This section prescribes circumstances in which there is a merger vesting of property. (2) A merger of 2 or more relevant entities (the merging entities) in circumstances where another relevant entity (entity A) results as a consequence of the merger is taken to be a merger vesting of all of the property of the merging entities in entity A. (3) A merger of 2 or more relevant entities (the merging entities) with and into each other in circumstances where each of the merging entities continues in existence is taken to be a merger vesting in the merging entities, jointly, of 50% (in value) of all of the property of the merging entities. (4) The merger of 1 or more relevant entities (the merging entity or entities) with and into another entity (entity B) in any other circumstances is taken to be a merger vesting of all of the property of the merging entity or entities in entity B. relevant entity means a company or unit trust scheme.

Exempt entities

4F Exempt entities An exempt entity is: (a) a public hospital; or (b) a public benevolent institution; or (c) a religious institution; or (d) a public education institution; or (e) a council, society, organisation or other body established or carried on exclusively or principally for the promotion of the interests of a school (other than a school carried on for profit); or

Stamp Duty Act 1978 18 (f) a non-profit organisation having as its sole or dominant purpose a charitable, benevolent, philanthropic or patriotic purpose.

Part 2

Stamp duty

Part 2 Stamp duty

Imposition of duty

5 Imposition of duty (1) Stamp duty is imposed, in accordance with this Act: (a) on dutiable instruments; and (b) in respect of dutiable transactions. (2) However, duty is not imposed on, or in respect of, an exempt instrument or transaction.

Rate of duty

6 Rate of duty The rate of duty is the rate specified in Schedule 1 for an instrument or transaction of the relevant class.

Time for lodgement of instrument etc.

9 Time for lodgement of instrument etc. (1) Subject to this Act, a dutiable instrument must be lodged with the Commissioner for the assessment of duty: (a) within 60 days after it is first executed; or (b) if it becomes legally effective without execution – within 60 days after it becomes legally effective. (2) The obligation imposed by subsection (1) applies: (a) whether the instrument is first executed within or outside the Territory; and (b) whether the instrument is within or outside the Territory. (3) However, the obligation to lodge a dutiable instrument for the assessment of duty does not extend to: (a) a motor vehicle certificate of registration; or

Stamp Duty Act 1978 19 (b) a policy of insurance; or (c) an instrument that is exempt from duty under any of the following provisions of Schedule 2: (i) items 9 to 13; (ii) item 15. (3A) In addition, the obligation to lodge and pay duty on a dutiable instrument does not apply to a conveyance (other than a conveyance to which Division 8AB applies) or grant of a lease that does not proceed unless a subsequent sale or other disposition of the dutiable property the subject of the transaction (the relevant transaction): (a) is a sub-sale or transaction having the effect of a sub-sale, even if the subsequent conveyance is executed by the person who was the vendor in the relevant transaction; or (b) is the result of a conveyance by direction, whether in writing or not, initiated by the conveyee in the relevant transaction. (4) If the instrument is a statement or return it must be lodged on or before the last day allowed for its lodgement. (5) Duty on an instrument, or to be assessed by reference to an instrument, must be paid on or before the last day allowed for lodgement of the instrument unless a later date is fixed in a notice of assessment of duty. (6) A person who is liable to duty on an instrument, or to be assessed by reference to an instrument, must ensure that: (a) the instrument is lodged with the Commissioner for the assessment of duty on or before the last day allowed for its lodgement; and (b) the duty is paid on or before the last day allowed for payment. (7) If this Act does not make a particular party to a dutiable transaction liable for payment of duty on the transaction, or an instrument related to the transaction, then all parties are jointly and severally liable for the payment of duty.

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Unstamped instruments not to be registered

9A Unstamped instruments not to be registered A person must not register, enrol or enter a dutiable instrument in an official register or record unless it is duly stamped.

Liability to duty in respect of instruments outside Territory

9B Liability to duty in respect of instruments outside Territory Where an instrument that relates to property in the Territory or to a matter or thing done or to be done in the Territory is executed and held outside the Territory, this Act shall extend and apply to and in relation to the instrument, notwithstanding that the instrument is not in the Territory, in all respects as if the instrument were executed in the Territory.

Copies of instruments

9C Copies of instruments (1) In this section copy, in relation to an original instrument, includes: (a) a duplicate, facsimile, photocopy or counterpart of the original instrument; and (b) an instrument that acknowledges, evidences or records the existence or terms of the original instrument; and (c) an instrument that acknowledges, evidences or records the transaction or a part of the transaction to which the original instrument relates or related. (2) Where an original instrument has not been duly stamped or has been destroyed without being duly stamped, or otherwise cannot be produced for stamping, a copy of the original instrument shall, for the purposes of this Act, be chargeable with duty (including any applicable interest and penalty tax), as if it were the original instrument and be deemed to have been executed by the person or persons who executed the original instrument at the same time as the original instrument was executed. (3) Where a copy of an original instrument is duly stamped under this Act, the Commissioner shall, on application and production of the copy, stamp any further copy of the original instrument with a particular stamp denoting that it is duly stamped.

Instruments not fully executed may be lodged for assessment

9D Instruments not fully executed may be lodged for assessment Subject to this Act, where an instrument is required by this Act to be lodged with the Commissioner for assessment, the instrument may be lodged and the duty assessed notwithstanding that the instrument is not executed by all necessary parties to it and, if it is

Stamp Duty Act 1978 21 lodged, the date of execution shall be taken to be, for all purposes, the date of first execution of the instrument.

Duty on statutory corporations and Government Business

10 Duty on statutory corporations and Government Business Divisions An instrument to which a statutory corporation or a Government Business Division is a party is not exempt from stamp duty unless the instrument is of a class exempted by or under this Act from duty.

Denotation of payment of duty

11 Denotation of payment of duty (1) The payment of duty is denoted by authorised stamp or in some other way approved by the Commissioner. (2) If the tax officer responsible for stamping a document indicates the amount of duty paid in handwriting placed on or near an authorised stamp, the handwriting is taken to form part of the authorised stamp.

Single instrument relating to multiple transactions

15 Single instrument relating to multiple transactions If a single instrument relates to 2 or more distinct transactions in respect of which duty is payable, the instrument is separately liable to duty in respect of each of those transactions.

Multiple instruments relating to a single transaction

16 Multiple instruments relating to a single transaction (1) If 2 or more instruments together relate to the same transaction, and both or all instruments are required to give effect to the transaction, the instruments must be treated as a single instrument executed at the time when the instruments became legally effective. If a conveyance consists of a written offer followed by a written acceptance, both instruments would be treated as a single instrument of conveyance taking effect on the date of the acceptance. (2) If one such instrument is duly stamped with the duty applicable to the transaction as a whole, another instrument relating to the same transaction and referring to the duly stamped instrument, will also be regarded as duly stamped.

Stamping of counterparts or copies

17 Stamping of counterparts or copies The Commissioner must, if satisfied that an instrument is a counterpart or copy of an instrument that has been duly stamped, stamp the counterpart or copy with a stamp indicating that the original has been duly stamped.

Stamp Duty Act 1978 22

17A

Stamp duty on related instruments

17A Stamp duty on related instruments (1) A conveyance to give effect to an agreement to convey dutiable property is to be stamped without payment (or further payment) of ad valorem duty if: (a) the agreement is duly stamped as a conveyance; and (b) the conveyance is subsequent to, and in conformity with, the agreement; and (c) no further dutiable transaction affecting the dutiable property has occurred between the date of the agreement and the date of the conveyance. (2) However: (a) the conveyee must be the person, identified in the agreement, to whom the dutiable property was agreed to be conveyed; or (b) the Commissioner must be satisfied that the person so identified entered into the agreement as agent for the conveyee; or (c) the Commissioner must be satisfied that the person so identified entered into the agreement on behalf of: (i) a corporation that was, as at the date of the agreement, yet to be incorporated or acquired by the person so identified; or (ii) a trust that was, at the date of the agreement, yet to be established by the person so identified; and that the conveyee is the corporation or the trustee of the trust. (2A) In addition, a transfer of dutiable property is to be stamped without payment (or further payment) of ad valorem duty if: (a) an agreement for the conveyance of the property is duly stamped; and (b) the purchaser under the agreement and transferee under the transfer: (i) are related under subsection (2B) when the agreement is made and when it is completed or settled; and

Stamp Duty Act 1978 23 (ii) except for the trustee of a family trust mentioned in subsection (2B)(c), will not hold the property as trustee; and (c) no valuable consideration is given by the transferee to the purchaser; and (d) the transfer occurs at the same time as, or proximately with, the completion or settlement of the agreement. (2B) The purchaser and transferee are related if: (a) they are in a family relationship; or (b) one of them is an individual who is a shareholder of a family company and the other is the family company; or (c) one of them is a beneficiary in a family trust and the other is a trustee of the family trust; or (d) they are related corporations. (3) In this section, a reference to a conveyance extends to a lease that is liable to ad valorem duty.

Interpretation

18 Interpretation corporate group means a group of corporations that are related because each corporation in the group is the parent corporation or a subsidiary of another corporation in the group. dormant, in relation to a corporation, means the corporation has not, during a specified period: (a) had any assets or liabilities other than share capital for subscriber shares or shares issued to replace subscriber shares of the same value on their redemption; or (b) been party to an agreement or a beneficiary or trustee of a trust; or (c) issued or sold any shares or rights relating to shares other than subscriber shares, rights relating to subscriber shares or shares issued to replace subscriber shares of the same value on their redemption.

Stamp Duty Act 1978 24 group corporation means a corporation that is a member of a corporate group (whether because it is the parent corporation or subsidiary of another member of the group). parent corporation means a corporation that owns at least 90% of the shares issued in, and has the voting control over, one or more other corporations, other than in the capacity of a trustee. subsidiary means a corporation under the control of another corporation because at least 90% of its shares are owned, and voting control over it is held, by: (a) another corporation; or (b) another corporation and one or more of its subsidiaries; or (c) one or more corporations that are subsidiaries of the same corporation, other than in the capacity of a trustee. (2) For the purposes of this Division, a corporation has voting control over another corporation when it is in a position to cast, or control the casting of, 90% or more of the maximum votes that can be cast at a general meeting of the other corporation other than under a debenture or trust deed securing the issue of a debenture.

Exemption: interposing new corporation between existing

19 Exemption: interposing new corporation between existing corporation and its shareholders (1) A conveyance of shares in a corporation (the target corporation) is not dutiable as the acquisition of a relevant interest in a land- holding corporation if: (a) the target corporation becomes, as a result of the conveyance, the subsidiary of another corporation (the interposed corporation); and (b) this section applies to the conveyance. (2) Subject to subsection (3), this section applies to a conveyance of shares if, and only if: (a) the interposed corporation is a corporation with limited liability; and (b) the interposed corporation was dormant from its registration until the resolution to acquire the shares in the target corporation; and

Stamp Duty Act 1978 25 (c) the interposed corporation acquires at least 90% of the issued shares in, and the voting control over, the target corporation as a result of the conveyance; and (d) at least 90% of the consideration for the conveyance of the shares in the target corporation consists of shares in the interposed corporation that are issued to the shareholders of the target corporation; and (e) the value of the consideration for the acquisition of the shares conveyed from each shareholder in the target corporation is equal to the value of the shares held by the shareholder immediately before the shares were conveyed; and (f) immediately after the conveyance of the shares in the target corporation at least 90% of the shares in the interposed corporation consisted of the shares issued to the shareholders of the target corporation as consideration for the acquisition of their shares; and (g) if, because of the conveyance of shares, the interposed corporation becomes the parent corporation of more than one subsidiary – the same shareholders owned at least 90% of the issued shares in, and had voting control over, each of the target corporations before the conveyance took effect. (3) However, this section does not apply to a conveyance of shares if: (a) the conveyance is a tax avoidance scheme, or part of a tax avoidance scheme; or (b) the Commissioner is of the opinion that the conveyance is a scheme, or part of a scheme, of which a purpose (collateral or otherwise) is to frustrate the recovery of duty, tax or royalty that is payable to the Territory.

Exemption: conveyances and transfers between group

20 Exemption: conveyances and transfers between group corporations (1) Subject to subsections (2) and (4): (a) duty is not payable on a conveyance of dutiable property, or a transfer of a motor vehicle certificate of registration, from one group corporation to another group corporation; and (b) duty mentioned in Division 8A is not payable in respect of a relevant acquisition if, and to the extent that, the relevant acquisition is the result of a conveyance of marketable securities from one group corporation to another group corporation.

Stamp Duty Act 1978 26 (2) Subsection (1) does not apply unless: (a) the conveyor or transferor did not hold, and the conveyee or transferee will not hold, the property as trustee; and (b) the conveyor and conveyee, or the transferor and transferee, of the property are group corporations in the same corporate group; and (c) the conveyance or transfer has not been made pursuant to an arrangement under which: (i) part or all of the consideration for the conveyance or transfer has or is to be provided or received, directly or indirectly, by a person who is not a group corporation in the same corporate group; or (ii) a group corporation in the same corporate group may provide any of the consideration for the conveyance or transfer other than in a manner specified in subsection (3); or (iii) a group corporation is required to dispose of any of the consideration through a payment or other disposition to: (A) a person other than a group corporation in the same corporate group; or (B) a person other than by way of loan on ordinary commercial terms; and (d) the property conveyed or transferred is, at the time of the conveyance or transfer, group property within the meaning of section 21. (3) For the purposes of subsection (2)(c)(ii), consideration for the conveyance or transfer may be provided: (a) by a financial institution by way of loan on ordinary commercial terms; or (b) by a group corporation in the same corporate group; or (c) under an offer and sale of shares to the public in the circumstances specified in section 23(4)(b). (4) Subsection (1) does not apply if: (a) the conveyance or transfer is a tax avoidance scheme, or part of a tax avoidance scheme; or

Stamp Duty Act 1978 27 (b) the Commissioner is of the opinion that the conveyance or transfer is a scheme, or part of a scheme, of which a purpose (collateral or otherwise) is to frustrate the recovery of duty, tax or royalty that is payable to the Territory.

Meaning of group property in section 20

21 Meaning of group property in section 20 For the purposes of section 20, property that is conveyed or transferred is group property if: (a) the conveyor and conveyee, or the transferor and transferee, were group corporations in the same corporate group before, and at all times since, the property was first wholly owned by a group corporation in the same corporate group (which may have been the conveyor or transferor or another group corporation); or (b) the conveyor and conveyee or the transferor and transferee: (i) were group corporations in the same corporate group before the property came into the ownership of the conveyor or transferor or another group corporation in the same corporate group by way of a transaction for which duty, or an equivalent duty under a law of a State or another Territory of the Commonwealth that corresponds with this Act, has been paid; and (ii) have been group corporations in the same corporate group at all times since the property has been continuously owned by the conveyor or transferor or the other group corporation; or (c) the conveyor and conveyee or transferor and transferee are interposed corporation and target corporation (within the meaning of section 19); or (d) the conveyee or transferee is the parent corporation of the conveyor or transferor and duty under Division 8A has been paid for by the conveyee or transferee acquiring its shares in the conveyor or transferor; or (e) the conveyor and conveyee, or the transferor and transferee, have been group corporations in the same corporate group for at least 3 years; or

Stamp Duty Act 1978 28 (f) the conveyance or transfer is between 2 corporations of which one is the parent corporation and the other its subsidiary and both of the following conditions apply: (i) that the corporation that is the parent corporation became the parent corporation of the subsidiary either: (A) on the subsidiary's registration; or (B) after the subsidiary's registration and, if so, the subsidiary has been dormant since that registration; (ii) that the parent corporation has remained the parent corporation of the subsidiary since the subsidiary's registration or becoming the parent corporation of the subsidiary until the conveyance or transfer of the

Reassessment of duty

23 Reassessment of duty (a) duty has been assessed on a conveyance, transfer or relevant acquisition on the basis that it is exempt from duty under section 19 or 20; and (b) within 3 years after the conveyance, transfer or relevant acquisition: (i) the conveyor or conveyee, or the transferor or transferee, ceases to be in the same corporate group; or (ii) part or all of the consideration for the property conveyed or transferred, or for the relevant acquisition, is provided or received other than in accordance with section 20, the Commissioner must make a reassessment of the duty payable on the conveyance, transfer or relevant acquisition as if the exemption from duty under section 19 or 20 had never applied to the conveyance, transfer or relevant acquisition. (2) The Commissioner must make a reassessment under subsection (1) even if: (a) the limitation period for making reassessments of tax under the Taxation Administration Act 2007 has expired; or

Stamp Duty Act 1978 29 (b) he or she has made a ruling under section 25 that the exemption from duty under section 19 or 20 applies to the conveyance, transfer or relevant acquisition. (3) If the Commissioner makes a reassessment under subsection (1), all corporations that belonged to the relevant corporate group at the time the property was conveyed or transferred, or the relevant acquisition was made, are jointly and severally liable to pay the reassessed duty (including interest and penalty tax). (4) This section does not apply: (a) if the conveyor or conveyee, or transferor or transferee, ceases to exist (other than under an arrangement, a significant purpose of which is to avoid the requirement that the conveyor or conveyee, or the transferor or transferee, belong to the same corporate group for the 3 year period referred to in subsection (1)(b)); (b) if: (i) the conveyor or conveyee, or transferor or transferee, ceases to be a group corporation in the same corporate group because its shares, or the shares of another corporation (which becomes a parent corporation) interposed between the conveyor and conveyee, or the transferor and transferee, are offered and sold to the public; and (ii) the shares are quoted on a recognised financial market within 12 months after the offer to the public; or (c) if the conveyor or transferor ceases to be a group corporation in the same corporate group as the conveyee or transferee, or the conveyee or transferee ceases to be a group corporation in the same corporate group as the conveyor or transferor, in circumstances where the corporation ceasing to be in the corporate group has, immediately before doing so, no assets or no assets other than cash, money in an account at call or on deposit with any person or a negotiable instrument. (5) For the purposes of subsection (4)(a), a corporation that is registered under the Corporations Act 2001 ceases to exist if it is deregistered under that Act.

Stamp Duty Act 1978 30

Time for parties to give notice that reassessment required

24 Time for parties to give notice that reassessment required (1) If an event specified in section 23(1)(b) occurs in relation to a conveyance, transfer or relevant acquisition referred to in section 23(1)(a), a party to the conveyance, transfer or relevant acquisition must, within 30 days of the event occurring: (a) give notice to the Commissioner that the event has occurred; and (b) lodge with the Commissioner all documents necessary for the reassessment of duty. (2) If subsection (1) is not complied with, each party to the conveyance, transfer or relevant acquisition is guilty of an offence. Maximum penalty: 500 penalty units.

Application for ruling regarding proposed corporate re-

25 Application for ruling regarding proposed corporate re- construction (1) A corporation that proposes to be a party to a conveyance, transfer or relevant acquisition referred to in section 19 or 20 may apply to the Commissioner for a ruling whether the proposed conveyance, transfer or relevant acquisition would be exempt from duty under that section. (2) The application must be accompanied by all relevant information. (3) The Commissioner must give the applicant notice of the ruling.

Application for exemption regarding corporate re-construction

26 Application for exemption regarding corporate re-construction (1) The parties to a conveyance, transfer or relevant acquisition referred to in section 19 or 20 may apply to the Commissioner for an exemption under that section from the payment of duty. (2) The application must be accompanied by all relevant information. (3) If the Commissioner is satisfied that the applicant is entitled to the exemption sought in the application, the Commissioner must grant the exemption accordingly.

Stamp Duty Act 1978 31 (4) If the Commissioner previously gave a ruling in favour of the applicant in relation to the relevant transaction, the Commissioner is bound by the ruling unless it appears to the Commissioner that: (a) the circumstances of the actual transaction differ in a material respect from the circumstances of the proposed transaction as disclosed in the application for the ruling (or the accompanying information); or (b) the applicant failed to disclose, or misrepresented, a material fact in the application for the ruling.

Interpretation: partnership property and partnership interest

27 Interpretation: partnership property and partnership interest (1) A reference in this Division to a partnership is a reference to the holding of property by the partners of a partnership for the partnership. (2) For the purposes of this Division, a person makes a partnership acquisition if the person acquires a partnership interest, within the meaning of subsection (3), in a partnership that holds dutiable (3) A partner's partnership interest is: (a) if the partner has a partnership entitlement in a partnership under which, in the ordinary course of determining the partner's entitlement to share in the profits of the partnership or obligation to contribute to the capital or losses of the partnership, the entitlement to share in the profits or obligation to contribute to capital or losses varies or may vary from time to time – the percentage that represents the proportion that the value of the partner's entitlement as a partner bears to the value of the entitlements of all the partners in the partnership; or (b) if the partner is entitled only to share in the profits of the partnership and has given or is required to give consideration, or has made or is required to make a contribution to the capital of the partnership, for the entitlement to share in the profits – the percentage that represents the proportion that the partner's entitlement to the profits of the partnership bears to the entitlements to the profits of the partnership of all the partners in the partnership; or

Stamp Duty Act 1978 32 (c) if the percentage referred to in paragraph (a) or (b) does not apply, the greater of: (i) the percentage of the capital of the partnership the partner has contributed or is obliged to contribute; or (ii) the percentage of the losses of the partnership the partner is required to bear.

Acquiring a partnership interest

28 Acquiring a partnership interest (1) A person acquires a partnership interest if: (a) a partnership (of which he or she becomes a partner) is formed; or (b) the person's partnership interest increases. (2) For the purposes of subsection (1): (a) a partnership may be formed by a change in the membership of a partnership or the merger of 2 or more partnerships; and (b) a person's partnership interest may increase: (i) under the terms of a partnership agreement; or (ii) on the retirement of a partner from a partnership; or (iii) on a change in the terms of a partnership agreement effecting a change in the interests of the partners; and (c) a partner's partnership entitlement referred to in section 27(3)(a) does not increase if: (i) the person's entitlement to share in the profits of the partnership or obligation to contribute to the capital or losses increases by reason only of the person's performance as a partner; and (ii) there is no arrangement stating the extent of the future variation to the partner's entitlement to share in the profits of the partnership or obligation to contribute to the capital or losses or the consideration for the variation. (3) The acquisition of a partnership interest (a partnership acquisition) is a conveyance. (4) The partnership interest is taken to be a proportionate interest in dutiable property held by or on behalf of the partnership equivalent to the percentage defining the extent of the partnership interest.

Stamp Duty Act 1978 33

Value of partnership acquisition

29 Value of partnership acquisition (1) Subject to subsections (2) and (3), the unencumbered value of a partner's partnership acquisition is determined by applying the partner's partnership interest to the unencumbered value of all the dutiable property held by the partnership. (2) Subject to sections 29AA and 29A, in determining the unencumbered value of a partner's partnership acquisition on the formation of a partnership, the unencumbered value of any dutiable property the partner contributed to the partnership on its formation is to be disregarded. (3) In determining the unencumbered value of a partner's partnership acquisition that is an increase in the partner's partnership interest (other than an increase in the partner's partnership interest on the formation of a partnership), the acquisition is taken to be the increase in the partner's partnership interest. 29AA Value of partnership acquisition if change in membership of partnership by admission of one or more new partners Where a new partnership is formed by a change in the membership of a partnership by the admission of one or more new partners, the unencumbered value of a partner's partnership acquisition on the formation of the new partnership is determined by: (a) applying the partner's partnership interest to the unencumbered value of all dutiable property held by the new partnership on its formation; and (b) deducting from that: (i) if the partner was not a partner of the former partnership – the value that would be the unencumbered value of the partner's partnership acquisition in the new partnership on its formation if the dutiable property of the partnership comprised only the dutiable property (if any) that the partner contributed to it on its formation; or (ii) if the partner was a partner in the former partnership – the lesser of the following: (A) the value that would be the unencumbered value of the partner's partnership acquisition in the new partnership on its formation if the dutiable property of that partnership comprised only the dutiable property of the former partnership;

Stamp Duty Act 1978 34 (B) the value that represents the unencumbered value of the partner's partnership interest in the former partnership before the formation of the new partnership.

29A

Value of partnership acquisition where merger of 2 or more

29A Value of partnership acquisition where merger of 2 or more partnerships (a) a person first makes a partnership acquisition on the merger of 2 or more partnerships; and (b) immediately before the merger, the person had a partnership interest in one of the former partnerships; and (c) the unencumbered value of that partnership interest included all or part of the unencumbered value of the dutiable property of the former partnership which, on the merger, becomes dutiable property of the merged partnership. (2) The unencumbered value of the person's acquisition on the merger of the partnerships must be reduced by the lesser of: (a) the value that would be the unencumbered value of the person's partnership acquisition in the merged partnership if the dutiable property of the merged partnership comprised only the dutiable property of the former partnership of which the person was a partner; or (b) the value that represents the unencumbered value of the person's partnership interest in the former partnership that becomes the dutiable property of the merged partnership.

29B

Reduction of dutiable value of dutiable property if conveyed to

29B Reduction of dutiable value of dutiable property if conveyed to partner on retirement or dissolution of partnership (1) This section applies if, because a person ceases to be a partner in a partnership because he or she retires from the partnership or the partnership is dissolved, dutiable property of the partnership is conveyed or agreed to be conveyed to the person. (2) The unencumbered value of the dutiable property conveyed to the person is to be reduced by an amount determined by applying the person's partnership interest in the partnership to the unencumbered value of the dutiable property of the partnership immediately before the person's retirement or the partnership's dissolution.

Stamp Duty Act 1978 35 (3) If the unencumbered value of dutiable property is reduced under subsection (2) to a value that is more than the consideration for the dutiable property, the amount of duty payable on the conveyance of the dutiable property is: (a) subject to paragraph (b) – the amount of duty determined to be payable on the reduced unencumbered value of the dutiable property; or (b) if the amount of duty determined to be payable on the reduced unencumbered value of the dutiable property is less than $20 – $20.

Definitions

37 Definitions In this Division: Australian insurer means an insurer that is: (a) a body corporate incorporated, or registered as a company, under a law of the Commonwealth or of a State or Territory of the Commonwealth; or (b) a body corporate that is registered as a foreign body, or as a foreign company, under a law of the Commonwealth or of a State or Territory of the Commonwealth; or (c) the Territory. overseas insurer means an insurer that is not an Australian insurer.

37A

Life insurance and life insurance rider

37A Life insurance and life insurance rider (1) In this Act: accident insurance means insurance insuring the payment of benefits: (a) on the death of a person only from accident or violence or otherwise than from a natural cause; or (b) as compensation for personal injury.

Stamp Duty Act 1978 36 life insurance means insurance insuring the payment of benefits on death (other than accident insurance) or on the happening of a contingency dependent upon the termination or continuance of human life, and includes: (a) insurance under an instrument evidencing a contract that is subject to payment of premiums for a term dependent upon the termination or continuance of human life; and (b) insurance under an instrument securing the grant of an annuity for a term dependent upon the termination or continuance of human life. (2) If a life policy also provides for the payment of benefits on the occurrence of a contingency or event that does not relate to or depend on the termination or continuance of human life (life insurance rider), then the additional insurance provided under or in accordance with the life policy is taken to be a life insurance rider and not life insurance. (3) Subsection (2) applies: (a) whether or not the life insurance and the life insurance rider are separate or distinct matters; and (b) whether or not payment of benefits under the life insurance rider component of the policy: (i) will or may reduce the benefits payable under the life insurance component of the policy; or (ii) will or may terminate the policy. (4) The Commissioner may apportion the amount or proportion of a premium or other amount payable for a life policy that relates to a life insurance rider if: (a) there is no separately identifiable part of the premium or other amount apportioned to the rider; or (b) the Commissioner is not satisfied that the separately identifiable part of the premium or other amount has been correctly apportioned to the rider.

Imposition of duty on policies of insurance

38 Imposition of duty on policies of insurance Stamp duty is payable on a policy of insurance in respect of: (a) property in the Territory; or

Stamp Duty Act 1978 37 (b) a risk, contingency or event concerning an act or omission that, in the normal course of events, may occur within or partly within the Territory; or (c) a life insurance rider in respect of a person whose principal place of residence is in the Territory.

Australian insurers to be registered

39 Australian insurers to be registered (1) An Australian insurer must not grant, issue or renew a policy of insurance in respect of which duty is imposed unless the insurer is registered under this Division. (2) Nothing in subsection (1) affects the liability of an Australian insurer for duty imposed in respect of a policy of insurance granted, issued or renewed in contravention of this section.

Register of Insurers

40 Register of Insurers For the purpose of this Division, the Commissioner shall keep a register to be called "Register of Insurers".

Registration

41 Registration (1) An Australian insurer that intends to grant, issue or renew a policy of insurance on which duty is imposed may apply to the Commissioner for registration in the Register. (2) The Commissioner must, on receiving an application from an insurer under subsection (1), register the insurer by entering the name of the insurer in the Register. (3) The Commissioner must notify the insurer of its registration under this Division. (4) The Commissioner must revoke the registration of an insurer under this Division on receiving notification of the winding-up of the insurer, or on receiving an application from the insurer to revoke the registration.

Returns in respect of insurance business

42 Returns in respect of insurance business An Australian insurer registered, or required to be registered, under this Division must, within 21 days after the end of each month: (a) lodge with the Commissioner a return detailing all premiums received in that month by the insurer in respect of which duty is imposed; and

Stamp Duty Act 1978 38 (b) pay the duty payable in respect of those premiums.

Refund of duty for surrendered or cancelled insurance

43 Refund of duty for surrendered or cancelled insurance If an insurer pays duty in respect of a premium that is later refunded in whole or part to the insured because of cancellation of the policy of insurance, a refund of overpaid duty is to be made under the Taxation Administration Act 2007 if (and only if) the Commissioner is satisfied, on application by the insurer, that the refund would not result in a windfall gain to the insurer.

Insurer may recover duty from the insured person

44 Insurer may recover duty from the insured person Nothing in this Act prevents an insurer from recovering duty paid or payable on a policy of insurance from the person who pays the premiums on the policy.

44A

Insurance granted, issued or renewed by overseas insurer

44A Insurance granted, issued or renewed by overseas insurer (1) A person who effects insurance in respect of: (a) property in the Territory; or (b) a risk, contingency or event concerning an act or omission that, in the normal course of events, may occur within or partly within the Territory; for which a policy of insurance is or is to be granted, issued or renewed (directly or indirectly) by an overseas insurer must, within 30 days after effecting the insurance, lodge with the Commissioner a return containing the approved particulars (including details of the premiums paid for policies of insurance in respect of which duty is imposed) and pay the relevant amount of duty. (2) The person who effects insurance to which this section applies and the overseas insurer who granted, issued or renewed the policy of insurance for that insurance are jointly and severally liable for the duty imposed in respect of the policy of insurance.

44B

Agents and brokers taken to be acting for insurer

44B Agents and brokers taken to be acting for insurer (1) For the purposes of this Division, an insurance agent or insurance broker who arranges for the grant, issue or renewal of a policy of insurance (whether on behalf of the insurer or the person effecting the insurance) is to be taken to have granted, issued or renewed the policy on behalf of the insurer.

Div 7A

Apportionment of premiums etc. between Territory and other jurisdictions

Division 7A Apportionment of premiums etc. between Territory and other jurisdictions Stamp Duty Act 1978 39 (2) Subsection (1) applies in relation to an insurance agent or insurance broker (wherever the agent or broker carries on business) whether or not the agent or broker is acting in pursuance of a binder within the meaning of section 761A of the Corporations Act 2001. Division 7A Apportionment of premiums etc. between Territory and other jurisdictions

49A

Application of Division

49A Application of Division This Division applies to: (a) a policy of insurance in respect of: (i) property in the Territory and property in another place; or (ii) a risk, contingency or event concerning an act or omission that, in the normal course of events, may occur within or partly within the Territory or within or partly within another place or within or partly within the Territory and another place; or (b) a policy of insurance that is a life insurance rider in respect of persons whose principal places of residence are variously in the Territory and another place.

49B

Schedule of Apportionment

49B Schedule of Apportionment (1) The Commissioner may adopt a Schedule of Apportionment for the purpose of apportioning premiums for insurance, or premiums paid for specific classes of insurance, and other amounts in relation to insurance in accordance with this Division. (2) The Schedule of Apportionment may be developed in consultation with any person the Commissioner considers suitable.

49C

Apportionment in practice

49C Apportionment in practice (1) Subject to this section, a premium or an amount is to be apportioned in accordance with the Schedule of Apportionment adopted for the time being. (2) An insurer or an insured person may apply to the Commissioner to apportion a premium or an amount on a basis other than that provided by the Schedule of Apportionment and the Commissioner may apportion the premium or amount on the other basis.

Stamp Duty Act 1978 40 (3) If the Commissioner is not satisfied that a premium paid or another amount in relation to a policy of insurance has been properly apportioned for each risk insured, the Commissioner may determine the apportionment, reassess the liability to duty and charge duty accordingly.

Persons liable to pay duty

50 Persons liable to pay duty Subject to this Act: (a) duty imposed on a conveyance is payable by the conveyee; and (b) duty imposed on a lease is payable by the lessee.

52A

Computation of duty where 2 or more instruments

52A Computation of duty where 2 or more instruments (1) This section applies to the following instruments: (a) an instrument by which, or evidencing a transaction or part of a transaction by which, dutiable property is conveyed; and (b) a statement under section 83B; and (c) a memorandum created for the purposes of section 86, where the memorandum relates to an instrument under paragraph (a) or the failure to lodge a statement under section 83B. (2) In this section, relevant transaction means a transaction which is or should be evidenced by an instrument referred to in subsection (1)(b) or (c). (3) Where 2 or more instruments to which this section applies together form, or arise from, substantially one transaction or one series of transactions, those instruments shall, unless the Commissioner is satisfied that it would not be just and reasonable in the circumstances, be chargeable with ad valorem duty as a single transaction calculated at the rate appropriate to the dutiable property conveyed on the sum of the amounts by reference to which ad valorem duty on each of those instruments would, but for this subsection, have been calculated, and that duty shall be apportioned to the various instruments as determined by the

Stamp Duty Act 1978 41 (4) Where a person conveys dutiable property to the same person (whether that person takes alone or with the same or different persons) by an instrument to which this section applies: (a) which has been, or appears to have been, executed within 12 months of: (i) another such instrument; or (ii) a relevant transaction; or (b) being a statement under section 83B or a memorandum under section 86 evidencing a relevant transaction which, in the opinion of the Commissioner, was entered into within 12 months of: (i) another relevant transaction evidenced by such a statement or memorandum; or (ii) the execution of an instrument referred to in paragraph (a), it shall be presumed, unless the Commissioner is satisfied to the contrary, that the instruments arose out of one transaction or one series of transactions. (5) Where ad valorem duty has been paid in respect of an instrument referred to in subsection (3), the duty otherwise payable under that subsection shall be reduced by the amount of duty already paid. (6) Except as provided by subsection (5), this section does not operate to reduce the duty payable on any instrument.

56A

Refund or remission of duty if transaction does not proceed

56A Refund or remission of duty if transaction does not proceed etc. (a) duty has been paid, or is payable, on a conveyance (other than a conveyance to which Division 8AB applies) or on the grant of a lease; and (b) the conveyance or grant does not proceed: (i) because of non-execution by an essential party, non-fulfilment of a condition precedent or the operation of some provision of the instrument; or

Stamp Duty Act 1978 42 (ii) because the entitlements purportedly conferred by the conveyance or grant are extinguished by rescission, cancellation or annulment of the conveyance or grant; the Commissioner must refund the duty paid or remit the duty payable (as the case requires). (1A) Subsection (1) does not apply in relation to the grant of a lease if the lessee or an associate of the lessee has occupied the leased property (or property substantially the same as the leased property), except as a result of the sale of the property to the lessee or associate, after the date when the grant did not proceed. (1B) In addition, the Commissioner must remit the duty assessed (but not paid) on a dutiable instrument if, under section 9(3A), there is no obligation to pay duty on the instrument because the transaction does not proceed. (2) A refund or remission of duty may only be made or granted under the Taxation Administration Act 2007 on an application: (a) made within 90 days (or a longer period allowed by the Commissioner) after it first became apparent that the conveyance or grant would not proceed (which, in the case of rescission, cancellation or annulment, will be taken to be the date of the rescission, cancellation or annulment); and (b) supported by all documents relevant to the application and such other evidence as the Commissioner may require. (3) All instruments evidencing a transaction in respect of which duty has, in pursuance of this section, been remitted or refunded shall have a note of that fact endorsed on them by the Commissioner and, on being so endorsed, they shall have no effect in law or in equity to convey dutiable property or grant a lease. (4) This section does not apply to or in relation to a transaction where the Commissioner is of the opinion that a subsequent sale or other disposition of the dutiable property the subject of the transaction: (a) is a sub-sale or a transaction having the effect of a sub-sale, notwithstanding that the subsequent conveyance is executed by the person who was the vendor in that first-mentioned transaction; or (b) is the result of a conveyance by direction, whether in writing or not, initiated by the conveyee in that transaction. (5) If duty has been remitted or refunded under subsection (1) or (1B) for a transaction, and the Commissioner subsequently forms the

Division 8AAA Changes in beneficiaries and trustees of discretionary trusts Stamp Duty Act 1978 43 opinion there has been a subsequent sale or other disposition of the dutiable property the subject of the transaction of a type mentioned in subsection (4)(a) or (b), the instruments evidencing the transaction remain liable to duty. (6) An assessment may be made under subsection (5) even though the period of limitation for making reassessments has expired. Division 8AA Declarations of trust 56BA Declaration of trust (1) A declaration of trust is a conveyance. (2) The declaration is to be assessed for duty as a conveyance to the declarant of all the dutiable property subject to the trust (irrespective of whether the declarant has, or may acquire, a beneficial interest under the trust). Division 8AAA Changes in beneficiaries and trustees of discretionary trusts 56BAB Imposition of duty on addition or change of beneficiary under discretionary trust (1) The following transactions are conveyances for the re-constitution of a trust: (a) the addition of a person or class of persons as a beneficiary or beneficiaries of a discretionary trust; (b) the sale (or other disposition) of a beneficial interest (or potential beneficial interest) by a beneficiary of a discretionary trust; (c) an amendment or variation to the terms of a non-discretionary trust that has the effect of creating a discretionary trust. (2) Such a conveyance is to be assessed for duty as a conveyance of all the dutiable property subject to the trust. (3) All the trustees and any person who becomes a beneficiary as a result of the conveyance are jointly and severally liable for the duty payable on the conveyance. (4) A transaction is not dutiable under this section if: (a) all the existing beneficiaries, and all new beneficiaries, are members of the same family; or

Stamp Duty Act 1978 44 (b) the Commissioner is satisfied the transaction is not a tax 56BAC Imposition of duty where change in beneficiary and trustee under discretionary trust (1) Subject to this section, if: (a) a change in control of a corporate beneficiary under a discretionary trust and a change in control of the discretionary trust occur within a 12-month period; and (b) the changes arise from one transaction or one series of transactions or substantially from one transaction or one series of transactions; the changes in control together constitute a conveyance occurring on the date of the later of the changes. (2) The conveyance is to be regarded as a conveyance for the reconstitution of the trust and is to be assessed for duty as a conveyance of all the dutiable property subject to the trust. (3) The beneficiary subject to the change in control, and all the trustees, are jointly and severally liable for the duty imposed on the (4) However, duty is not payable if the Commissioner is satisfied that the concurrent or consecutive changes in control are not a tax 56BB Definitions In this Division: call option has the meaning in section 56BC(1)(a). option property means the dutiable property that is common to the call option and the put option. put option has the meaning in section 56BC(1)(b). 56BC Duty payable on call and put option (a) there is a conveyance to a person (the first person) of an option (the call option) to require another person (the

Stamp Duty Act 1978 45 second person) to convey to the first person, or to a person with whom the first person has an agreement, arrangement or understanding (a third person), dutiable property; and (b) the second person has an option (the put option) to require the first person or a third person referred to in paragraph (a) to be the conveyee in a conveyance of the dutiable property from the second person. (2) The conveyance of the call option is taken to be a conveyance of the option property from the second person to the first person and duty is payable by the first person accordingly. (3) The conveyance of the option property is taken to have occurred when the later of the conveyance of the call option occurs or the put option comes into existence. (4) Duty is payable by the first person under subsection (2): (a) regardless of when the call option or the put option is exercisable; and (b) even though the call option or the put option is exercisable over dutiable property in addition to the option property. (5) The duty imposed is payable on the greater of: (a) the sum of the consideration for the conveyance of the call option over the option property and the consideration for the exercise of the call option over the option property; or (b) the unencumbered value of the option property. (6) If, as a result of the exercise of the call option or the put option, the option property is conveyed from the second person to the first person, the ad valorem duty payable on the conveyance is reduced by the amount of duty paid or payable by the first person under subsection (2). (7) If the option property is conveyed to a third person, the reduction of ad valorem duty available to the first person under subsection (6) will only extend to the third person if the Commissioner is satisfied: (a) that: (i) the first person was, at the time of the transfer of the call option, acting as agent of the third person; or

Stamp Duty Act 1978 46 (ii) the third person is a corporation or the trustee of a trust that the first person was, at the time of the transfer of the call option, in the process of incorporating, establishing or acquiring; and (b) that there has been no sub-sale or other dutiable dealing with the option property between the time of the transfer of the call option and the conveyance to the third person. 56BD Duty payable if neither option exercised (a) both the call option and the put option expire without being exercised; and (b) the failure to exercise either option is not a tax avoidance scheme or part of a tax avoidance scheme; and (c) the option property has not been conveyed to a third person referred to in section 56BC(1)(a) (whether as a result of the exercise of the call option or the put option or otherwise). (2) Duty is payable on the last conveyance of the call option as an option to purchase the dutiable property the subject of the call option. (3) The duty imposed is payable by the last conveyee of the call option. (4) However, the conveyee liable to pay duty under subsection (3) is entitled to a remission or refund of an amount equal to the difference between: (a) the amount of duty paid or payable on the call option by the conveyee under section 56BC(2); and (b) the amount of duty paid or payable on the call option by the conveyee under subsection (3). (5) A refund or remission of duty may only be made or granted under the Taxation Administration Act 2007 on an application: (a) made within 90 days (or a longer period allowed by the Commissioner) after the expiry of the put or call option (whichever is last to expire); and (b) supported by all documents relevant to the application and such other evidence as the Commissioner may require.

Stamp Duty Act 1978 47 56BE Circumstances in which duty is not payable (1) Duty is not payable on a conveyance under section 56BC if the conveyance of the call option occurred, and the put option came into existence, before 23 June 2004. (2) Duty is not payable under section 56BC(2) if the Commissioner is satisfied that: (a) the call option and the put option are part of a scheme of call options and put options granted by the proprietors of a business, the only purpose of which is to facilitate the continuation of the business by one or some of the proprietors (the continuing proprietors); and (b) the call options and put options forming the scheme are only exercisable on the occurrence of a specified event that would cause the continuing proprietors to seek to acquire the interest in the business of another of the proprietors; and (c) the call option and the put option are not a tax avoidance scheme or part of a tax avoidance scheme. (3) In subsection (2): proprietor, of a business, means a natural person who is: (a) if the business is a partnership – a partner in the business; or (b) if the business is a company – a shareholder in the business; or (c) if the business is a unit trust scheme – a unit holder in the business; or (d) if paragraphs (a), (b) and (c) do not apply – a person determined by the Commissioner to be a proprietor of the business.

Stamp Duty Act 1978 48 Division 8A Relevant acquisitions in certain corporations and unit trust schemes entitled to land

56C

Interpretation

56C Interpretation acquire, in relation to an interest or a shareholding in a land- holding corporation, includes acquire the interest or shareholding in any of the following ways: (a) the allotment or issue of a share, not being the issue of a share to a member on registration of the corporation; (b) the redemption, surrender or cancellation of a share; (c) the variation, abrogation or alteration of a right pertaining to a share; (ca) the payment of an amount owing for a share; (cb) a declaration of trust over shares; (cc) if shares are held subject to a discretionary trust – the addition of a beneficiary or class of beneficiaries to the existing beneficiaries under the trust; (cd) if shares are held subject to a discretionary trust – a change in control of a corporate beneficiary under the trust and a change in control of the trust if both changes: (i) occur within a 12 month period; and (ii) arise from (or substantially from) one transaction or one series of transactions; (ce) a statutory vesting of shares; (cf) a merger vesting of shares; but does not include an acquisition: (d) that occurs solely as the result of: (i) the appointment of a receiver or trustee in bankruptcy; or (ii) the appointment of a liquidator; or

Stamp Duty Act 1978 49 (iii) the making of a compromise or arrangement under

Part 5

1 of the Corporations Act 2001 that:

Part 5.1 of the Corporations Act 2001 that: (A) has been made with the corporation's creditors or a class of them; and (B) has been approved by the court; and (C) is not a tax avoidance scheme or part of a tax avoidance scheme; or (iv) the distribution of the estate of a deceased person, including an acquisition that occurs as the result of: (A) a will, a codicil or an order of a court varying or modifying the provisions of a will or codicil; or (B) an intestacy or an order of a court varying or modifying the application, in relation to the estate of a deceased person, of the provisions of a law relating to the distribution of the assets of persons who die intestate. corporation has the same meaning as in the Corporations Act 2001. director has the same meaning as in the Corporations Act 2001. entitled means beneficially entitled. interest has the meaning in section 56Q, and includes a significant interposed trust, see section 124-1045 of the Income Tax Assessment Act 1997 (Cth). land includes anything fixed to the land (irrespective of whether it would be regarded as a fixture at common law). linked entity, of a corporation, has the meaning in section 56NA(1). listed corporation means a corporation that is on the official list of a recognised financial market if the listing is not a tax avoidance scheme or part of a tax avoidance scheme. listed unit trust scheme means a unit trust scheme that is on the official list of a recognised financial market if the listing is not a tax

Stamp Duty Act 1978 50 relevant period, in relation to a relevant acquisition, means: (a) the period of 3 years ending on the date of the relevant acquisition; or (b) if a person makes a relevant acquisition because the person acquires an interest by exercising a right to acquire the interest – the period commencing 3 years before the day on which the person or a related person acquired the right to acquire the interest and ending on the date of the relevant acquisition. share means a share in the share capital of a corporation and includes stock and an interest in a share or stock, and shareholding has a corresponding meaning. significant interest has the meaning in section 56Q(4). unit means a right or interest, whether described as a unit or sub- unit or otherwise, of a beneficiary under a unit trust scheme, and includes an interest in a unit. unit trustee means a trustee of a unit trust scheme. unlisted unit trust scheme means a unit trust scheme that is not a listed unit trust scheme. (3) For the purposes of this Division, the following persons are related: (a) natural persons who are spouses of each other, or who are related as parent and child; (b) related corporations; (c) trustees of the same trust, or of different trusts if there is a beneficiary common to both trusts; (d) a natural person and a corporation if the natural person is a majority shareholder, director or secretary of the corporation or a related corporation; (e) a natural person and a trustee of a trust of which the natural person is a beneficiary; (f) a corporation and a trustee of a trust of which: (i) the corporation, or a majority shareholder, director or secretary of the corporation, is a beneficiary; or (ii) a related corporation is a beneficiary;

Stamp Duty Act 1978 51 (g) persons who acquire interests in a corporation by virtue of acquisitions that together form or arise from substantially one transaction or one series of transactions; (h) in relation to the acquisition of an interest in a corporation by a declaration of trust over shares – the trustees and beneficiaries of the trust; (i) in relation to an acquisition of an interest in a corporation by virtue of the addition of a beneficiary or class of beneficiaries to the existing beneficiaries under a discretionary trust – the trustees of, and the additional beneficiary or class of beneficiaries under, the trust. (4) But a person will not be regarded as related to another if the Commissioner is satisfied that they are not, and have not been, acting in concert in relation to the acquisition of interests in a corporation. (6) For the purposes of this Division, and subject to section 56CA, the entitlement of a person to participate as a shareholder in the distribution of the property of a corporation on a winding up of the corporation is an entitlement to an amount calculated as if: (a) the winding up were carried out in accordance with the constitution or rules of the corporation and the law relevant to the winding up, as the constitution or rules and law exist at the time of the winding up; or (b) the person (whether acting alone or together with related persons) had, immediately before the winding up, paid up any uncalled amount for the shares in the corporation and exercised all powers and discretions exercisable by the person (whether acting alone or together with related persons) by reason of having acquired an interest in the corporation to: (i) effect or compel an alteration to the constitution or rules; or (ii) vary the rights conferred by shares in the corporation; or (iii) effect or compel the substitution or replacement of shares in the corporation with other shares in the corporation, in such manner as to maximize that amount,

Stamp Duty Act 1978 52 whichever of the amounts under paragraph (a) or (b) results in the greater amount, unless the Commissioner determines, where the calculation under paragraph (b) results in the greater amount, that the amount of the entitlement should be calculated under paragraph (a). (7) For the purposes of this Division, and subject to section 56CA, the entitlement of a person on the distribution of a trust shall be determined as the greatest entitlement that the person could derive at any time from the trust whether by the fulfilment of a condition, the outcome of a contingency or the exercise of a power or discretion or otherwise and, in particular, a person that may benefit from, or the trust property of another trust that may comprise or be augmented by a benefit from, a discretionary trust shall be deemed to be entitled to or comprise, or be augmented by: (a) the property subject to the discretionary trust, unless the Commissioner determines otherwise; or (b) such part of that property as the Commissioner determines. (9) Farming land is not to be taken into account as land of a land- holding corporation for the purpose of assessing duty on a relevant acquisition if: (a) the transaction would, assuming it were a conveyance of the farming land between the parties to the relevant acquisition, be exempt from duty under section 87; and (b) the parties acquiring the relevant interest intend that the farming land will continue to be used solely or principally for farming purposes; and (c) the parties from whom the relevant interest is acquired held the relevant interest for at least 5 years before the date of the relevant acquisition or the land-holding corporation acquired the farming land before those parties acquired their interest in it. (10) For this Division, if an interest or a shareholding in a corporation is acquired by virtue of a declaration of trust over shares: (a) the interest or shareholding vested or to be vested in the declarant is taken to be the interest or shareholding acquired; and (b) the declarant is taken to be the person who acquired the

Stamp Duty Act 1978 53 (c) the acquisition is taken to have occurred at the time the declaration is made. (11) For this Division, if an interest or a shareholding in a corporation is acquired by virtue of the addition of a beneficiary or class of beneficiaries to the existing beneficiaries under a discretionary trust: (a) the interest or shareholding over which the trust is declared is taken to be the interest or shareholding acquired; and (b) the trustees are taken to be the persons who acquired the (c) the acquisition is taken to have occurred at the time of the addition. (11A) For this Division, the addition of a beneficiary or class of beneficiaries to the existing beneficiaries under a discretionary trust includes any of the following: (a) the addition of a beneficiary who is a natural person or a body corporate; (b) the addition of a class of beneficiaries the members of which are natural persons, bodies corporate or both; (c) the addition of a person or class of persons in whom the whole or part of the trust property vests if the trustee does not make a determination to vest that whole or part; (d) the transfer or other disposition by a beneficiary of his or her beneficial interest under the trust. (11B) If the effect of an amendment or variation of the terms of a non-discretionary trust is to create a discretionary trust, this Division applies in relation to the discretionary trust as if, at the time the amendment or variation is made: (a) there are beneficiaries or classes of beneficiaries already existing under the discretionary trust; and (b) the beneficiaries or classes of beneficiaries under the discretionary trust are added to the existing beneficiaries or classes of beneficiaries.

Stamp Duty Act 1978 54 (12) For this Division, if an interest or a shareholding in a corporation is acquired by virtue of a change in control of a beneficiary under, and a change of or in control of a trustee of, a discretionary trust mentioned in paragraph (cd) of the definition of acquire: (a) the interest or shareholding over which the trust is declared is taken to be the interest or shareholding acquired; and (b) the trustees are taken to be the persons who acquired the (c) the acquisition is taken to have occurred at the time of the later of the changes. (13) For this Division, if an interest or a shareholding in a corporation is acquired by virtue of a statutory vesting: (a) the interest or shareholding that vests in the person or body concerned is taken to be the interest or shareholding acquired; and (b) the person or body in whom the interest or shareholding vests is taken to be the person or body who acquired the interest or (c) the acquisition is taken to have occurred at the time the law by or under which the vesting occurs determines when the interest or shareholding vests in the person or body. (14) The following provisions apply to a merger vesting of shares in a land-holding corporation: (a) for a merger vesting mentioned in section 4E(2): (i) a 100% shareholding in each of the merging entities is taken to be the shareholding acquired; and (ii) entity A is taken to be the person who acquired the merger is completed; (b) for a merger vesting mentioned in section 4E(3): (i) a 50% shareholding in each of the merging entities is taken to be the shareholding acquired; and (ii) the merging entities are taken together to be the persons who acquired the shareholding; and

Stamp Duty Act 1978 55 merger is completed; (c) for a merger vesting mentioned in section 4E(4): (i) a 100% shareholding in, or in each of, the merging entity or entities is taken to be the shareholding acquired; and (ii) entity B is taken to be the person who acquired the merger is completed. (15) Subsection (16) applies to an acquisition of an interest in a corporation if all of the following conditions are satisfied: (a) the acquisition is made only for one of the following purposes: (i) to enable the person (other than the corporation) from whom the interest is acquired to obtain finance under an arrangement (the finance arrangement), whether by way of renewal of the finance arrangement or otherwise; (ii) to enable the person to obtain an extension of the period for which finance was obtained under the finance arrangement; (i) the acquisition alone does not constitute a significant interest in the corporation; (ii) an amount was deducted from the duty charged on a statement lodged under section 56K in relation to the acquisition under section 56M(2)(c)(ix). (16) For this Division, if the conditions in subsection (15) are satisfied: (a) the person from whom the interest is acquired is taken to be still holding the interest; and (b) the person acquiring the interest is taken not to be holding the (17) Subsection (16) ceases to have effect in relation to the persons mentioned in that subsection at the earlier of the following: (a) the enforcement or termination of the finance arrangement;

Stamp Duty Act 1978 56 (b) the person mentioned in subsection (16)(b) is required under section 56K(7) to relodge a statement. 56CA Arrangement relating to certain entitlement (1) This section applies if the Commissioner is satisfied: (a) any of the following entitlements of a person is reduced (including reduced to nil) as a direct or indirect result of an arrangement: (i) an entitlement in the distribution of the property of a corporation as a shareholder on the winding up of the corporation as described in section 56C(6); (ii) an entitlement on the distribution of a trust as described in section 56C(7); and (b) one of the following (a relevant transaction) occurs: (i) an acquisition of an interest or shareholding by a person in a land-holding corporation; (ii) an event that would be such an acquisition apart from the arrangement. (2) Unless the Commissioner is satisfied the arrangement is not a tax avoidance scheme or part of a tax avoidance scheme: (a) the arrangement must be disregarded for the purposes of this Act in relation to the relevant transaction; and (b) the Commissioner may determine that, in relation to the relevant transaction, on a specified date: (i) the person has made an acquisition of an interest or shareholding in the land-holding corporation that is 100% or a lesser specified percentage; or (ii) the person has an entitlement to receive 100%, or a lesser specified percentage, of the unencumbered value of the property of the corporation or trust mentioned in subsection (1)(a). Example for subsection (2)(a) and (b)(i) An amendment of the constitution of a corporation has the effect of reducing to nil the entitlement of all of its shareholders to the distribution of its property on its winding up. The Commissioner considers the amendment is an arrangement covered by this section.

Stamp Duty Act 1978 57 There has been a transfer of shares in the corporation (which is a relevant transaction in relation to a land-holding corporation mentioned in subsection (1)(b)). The reduction of the shareholders' entitlement must be disregarded for this Act in relation to the transfer under subsection (2)(a). In addition, the Commissioner determines under subsection (2)(b)(i) that, in relation to the transfer, a person has acquired a 90% interest in the corporation on a specified day. As a result, the person is liable to pay stamp duty in relation to the acquisition. (3) To avoid doubt, subsection (2) has effect in relation to the application of section 56C(6) and (7) for the purposes of this Act. (4) Without limiting subsection (1), an arrangement includes: (a) a scheme as defined in section 4B(1); and (b) all or part of the constitution or rules of a corporation, or of the constituent document of a trust; and (c) an amendment to the constitution, rules or constituent document. 56CAA Acquisition of interest by share transfer (1) This section applies to an acquisition of an interest in a corporation that is, or is to be, evidenced by a transfer of shares. (2) For this Act, the acquisition is taken to occur, on the earliest of the following dates: (a) the date on which the documents evidencing the transfer of, or the title to, the shares are delivered to the person acquiring the shares or someone else on that person's behalf; (b) the date on which all or any part of the consideration for the shares is given to the person from whom the shares are acquired or someone else on that person's behalf; (c) the date on which the name of the person acquiring the shares is registered on the register of the members of the corporation. (3) Subsection (4) applies if: (a) the acquisition is taken to occur on the date mentioned in subsection (2)(b); and (b) none of the events mentioned in subsection (2)(a) and (c) has occurred; and (c) the transaction for the transfer of the shares is rescinded, annulled or otherwise terminated.

Stamp Duty Act 1978 58 (4) The Commissioner may: (a) determine the acquisition did not occur; and (b) assess or reassess a person's liability to pay duty accordingly. (5) If an acquisition of an interest in relation to shares in a corporation is taken to have occurred on a day under subsection (2): (a) the person acquiring the interest is taken to have become a shareholder of the corporation in relation to those shares on that day; and (b) the person from whom the interest is acquired is taken to have ceased to be a shareholder of the corporation in relation to those shares on that day. (6) If the Commissioner subsequently determines under subsection (4) that the acquisition did not occur: (a) the person mentioned in subsection (5)(a) is taken never to have been the shareholder of the corporation in relation to those shares as provided under that subsection; and (b) the person mentioned in subsection (5)(b) is taken never to have ceased to be a shareholder of the corporation in relation to those shares as provided under that subsection.

56D

Lodgement of statements by trustees

56D Lodgement of statements by trustees (1) If a person by a relevant acquisition acquires an interest in a land- holding corporation in the capacity of a trustee, the liability to prepare and lodge a statement under section 56K is not affected by the fact that the acquisition is not made by the person beneficially, and this Division applies as if the acquisition had been made beneficially. (2) Where the Commissioner considers that: (a) a beneficiary under a trust is related to another person who has acquired an interest in a corporation; and (b) the beneficiary's interest when combined with that of the related person exceeds the trustee's interest; on payment of the duty payable on the statement required to be lodged under section 56K by the beneficiary any duty paid by the trustee in respect of the acquisition giving rise to the requirement for that statement to be lodged shall be refunded to the trustee.

Stamp Duty Act 1978 59

56K

When statement to be lodged

56K When statement to be lodged (1) Where, by a relevant acquisition, a person acquires an interest in a land-holding corporation, that person shall prepare and lodge with the Commissioner a statement in respect of that acquisition. (2) If a relevant acquisition occurs through the aggregation of the interests of related persons, the requirement imposed by subsection (1) extends to each related person, but compliance by one of them is to be regarded as compliance by all. (3) The statement under subsection (1) must be lodged within 60 days after the occurrence of the relevant acquisition. (4) The statement must include: (a) the name and address of the person who has made the relevant acquisition (including the names and addresses of any related persons to whom subsection (2) applies); and (b) the date of the relevant acquisition; and (c) particulars of the interest acquired and of all interests previously acquired by the person or a related person and the date on which each of those interests was acquired; and (d) the person's estimate of the unencumbered value of all land to which the corporation is entitled as at the date of the relevant acquisition and as at the date of each acquisition of an interest in the corporation by the person or a related person during the relevant period; and (e) details of any duty paid under this Division in respect of any such acquisition within the relevant period. (5) A statement under subsection (1) shall be deemed, for the purposes of this Act, to be an instrument executed on the day on which the relevant acquisition occurred. (5A) Subsection (5B) applies if: (a) an amount is deducted from duty chargeable on a statement prepared and lodged under subsection (1) for a relevant acquisition of an interest by a person in a land-holding corporation because of section 56M(2)(c)(i); and (b) the interposed trust becomes an unlisted unit trust scheme at any time within 3 years after the scheme is completed.

Stamp Duty Act 1978 60 (5B) Despite section 56M(3), the person must, within 60 days after the interposed trust becomes an unlisted unit trust scheme: (a) relodge the statement; and (b) pay duty (including interest and penalty tax) on it as if the deduction had never applied. (6) Subsection (7) applies if: (a) an amount is deducted from the duty chargeable on a statement prepared and lodged under subsection (1) for a relevant acquisition of an interest by a person in a corporation because of section 56M(2)(c)(ix); and (b) it becomes apparent that neither of the following events will occur within 5 years after the relevant acquisition (or a longer period approved by the Commissioner in writing): (i) the person from whom the interest was acquired reacquiring the interest; (ii) if the relevant acquisition was by way of a mortgage – the mortgagee exercising the mortgagee's power of sale in selling the interest to someone other than the person mentioned in subparagraph (i). (7) The person mentioned in subsection (6)(a) must, within 30 days after it becomes apparent that the event mentioned in subsection (6)(b)(i) or (ii) will not occur within the 5 years or longer period mentioned in that subsection: (a) relodge the statement; and (b) pay duty (including interest and penalty tax) on the statement as if the deduction had never applied. (8) The Commissioner may reassess duty on an instrument in relation to an acquisition, even though the time limit for reassessment under the Taxation Administration Act 2007 may have passed, if: (a) the duty was assessed on the basis that an amount is to be deducted under section 56M(2)(c)(ix); but (b) a statement is required to be relodged in relation to the acquisition under subsection (7) (whether or not the statement is in fact relodged).

Stamp Duty Act 1978 61 (9) A person commits an offence if the person fails to comply with subsection (1), (2), (3), (5B) or (7). Maximum penalty: 100 penalty units.

56M

Statement chargeable with duty

56M Statement chargeable with duty (1) A statement lodged under section 56K is chargeable with duty at the ad valorem rate applicable to a conveyance of dutiable property with a dutiable value determined under section 56R. (2) However, there is to be deducted from the duty chargeable on a statement lodged under section 56K: (a) the amount, if any, paid under Schedule 1, item 20 to the Stamp Duty Act 1978 as in force before 1 July 2006 in respect of any instrument effecting or evidencing the acquisition of an interest in the corporation within the relevant period in relation to the relevant acquisition, except duty: (i) previously deducted under this paragraph; or (ii) paid in respect of the acquisition of an interest referred to in paragraph (c); and (b) the amount, if any, paid under this Division (but not refunded) on another statement lodged under section 56K in respect of the portion of the dutiable value of the relevant acquisition specified in that other statement that relates to the dutiable value of the acquisition of an interest in the corporation by the person or any related persons within the relevant period in relation to the relevant acquisition; and (c) the amount payable under this Division in respect of the acquisition of an interest in the corporation by the person or any related persons in any of the following circumstances: (i) if each of the following applies: (A) the acquisition is made for giving effect to a scheme that would qualify as a roll-over under

Subdiv 124

Q of the Income Tax Assessment

Subdivision 124-Q of the Income Tax Assessment Act 1997 (Cth); (B) when the scheme is completed, the interposed trust will not be an unlisted unit trust scheme;

Stamp Duty Act 1978 62 (C) the acquisition is not a tax avoidance scheme or part of a tax avoidance scheme; Note for subparagraph (i) If the interposed trust becomes an unlisted unit trust scheme at any time within 3 years after the scheme is completed, the statement lodged under section 56K(1) is required to be relodged for the Commissioner to reassess and impose duty as if the deduction did not apply, see section 56K(5A) and (5B). (v) if the interest is acquired within the relevant period by virtue of the vesting of marketable securities under a declaration of trust over shares and duty has already been paid under this Division in respect of an acquisition of that interest by virtue of the declaration of trust having been made when the marketable securities were to be vested in the declarant; (vi) if the interest is acquired within the relevant period by virtue of the addition of a beneficiary or class of beneficiaries to the existing beneficiaries under a discretionary trust and either of the following applies: (A) the existing and the additional beneficiaries are members of the same family; (B) the addition is not a tax avoidance scheme or part of a tax avoidance scheme; (vii) the acquisition occurs through a change in control of a corporate beneficiary and a change in control of a discretionary trust and the Commissioner is satisfied that the changes are not a tax avoidance scheme or part of a tax avoidance scheme; (ix) the Commissioner is satisfied the acquisition is made only for any of the following purposes: (A) to enable a person (other than the corporation) from whom the interest is acquired to obtain finance under an arrangement (the finance arrangement), whether by way of renewal of the finance arrangement or otherwise; (B) to enable the person to obtain an extension of the period for which finance was obtained under the finance arrangement;

Stamp Duty Act 1978 63 (C) to enable the person or someone providing finance to the person under the finance arrangement to enforce or terminate the finance arrangement; (x) if the interest is acquired within the relevant period in relation to the relevant acquisition and duty is not payable in respect of the interest by virtue of section 22 as in force before 1 July 2006 or by virtue of section 19 or 20 as in force on or after 1 July 2006; and (d) the amount, if any, paid under Division 8B (but not refunded) for the part of the duty for a merger vesting of land within the relevant period in relation to the relevant acquisition. (2A) Subject to subsection (2B), there is to be deducted from the duty chargeable on a statement lodged under section 56K the amount payable by a person under this Division in respect of the proportion of the dutiable value of the acquisition of an interest in the corporation in respect of land to which the corporation is entitled if the interest is acquired within the relevant period by the person or any related persons and a direct conveyance of the land from the person who held the interest to the person who acquired the interest: (a) would not be liable to ad valorem duty because of a law of the Territory (other than Division 2); or (b) would not be liable to duty because of an order or binding agreement under Part VIII, VIIIA or VIIIAB of the Family Law Act 1975 (Cth) in circumstances where both of the following apply: (i) the order or agreement relates to the marriage (including a void marriage or former marriage) or de facto relationship (including a former de facto relationship) of the person who held the interest and the person who acquired the interest; (ii) the person who acquired the interest is not an agent or trustee of another person. (2B) Subsection (2A) applies only if an amount payable in respect of the acquisition of the interest in the corporation has not been deducted under subsection (2)(c).

Stamp Duty Act 1978 64 (3) Despite section 9, duty on a statement lodged under section 56K is due and payable by the person liable to pay it: (a) on the date specified in the notice of assessment of the duty as the date on which the duty is due and payable; or (b) if no date is specified or no notice is served – within 60 days after the occurrence of the relevant acquisition.

56N

Corporation to which Division applies

56N Corporation to which Division applies (1) This Division applies to a land-holding corporation in which a person acquires a relevant acquisition. (2) A land-holding corporation is a corporation entitled to land that has an unencumbered value of at least $500 000. 56NA Linked entity (1) A linked entity of a corporation is a person who is part of a chain of persons: (a) that includes the corporation; and (b) that is comprised of one or more links; and (c) in which a link exists if a person, whether alone or together with other linked entities, would be entitled to receive at least 20% of the unencumbered value of the property of another person in the chain (the property-holder). (2) For subsection (1)(c), a person's entitlement at a particular time is determined in the following way: (a) if the property-holder is a corporation – as an entitlement to participate as a shareholder in the distribution of the property on a winding-up of the corporation, at that time, calculated in accordance with section 56C(6); (b) if the property-holder is a trustee of a trust – as an entitlement on the distribution of the trust, at that time, determined in accordance with section 56C(7). 56NB Unencumbered value of land of corporation (1) The unencumbered value of land to which a corporation is entitled at a particular time is the aggregate of the following amounts: (a) the unencumbered value, at that time, of land to which the corporation is entitled in its own right;

Stamp Duty Act 1978 65 (b) the portion of the unencumbered value, at that time, of land to which the corporation would be entitled if each linked entity were to be wound up. (2) For subsection (1)(b), the portion of the unencumbered value to which the corporation would be entitled is the value determined without regard to any liabilities of a linked entity. (3) For this section: (a) a person is taken to be entitled to land that is subject to an agreement for the sale or purchase of the land by the person; and (b) a person who is entitled to land as a co-owner of the land is taken to be entitled to the whole of the land unless the Commissioner is satisfied the reason for the person being a co-owner is not to defeat the object of this Division.

56P

Meaning of relevant acquisition

56P Meaning of relevant acquisition (1) An acquisition of an interest in a corporation by a person is a relevant acquisition for this Division: (a) if it is an acquisition that alone constitutes a significant interest in the corporation; or (b) if, when aggregated with other interests in the corporation held by the person, or the person and related persons, it constitutes a significant interest in the corporation; or (c) if, by the acquisition, a person who has a significant interest in the corporation or an interest referred to in paragraph (b) acquires a further interest in the corporation. (2) In addition, the Commissioner may determine a person has made a relevant acquisition on a specified date of an interest in a corporation that is 100% or a lesser specified percentage if the Commissioner considers: (a) the person has acquired the control of the corporation; and (b) the control is acquired otherwise than by a relevant acquisition mentioned in subsection (1). (3) For subsection (2), a person acquires the control of a corporation if the person acquires the capacity to determine or influence the outcome of decisions about any of the corporation's financial and operating policies (whether directly or indirectly), taking into account

Stamp Duty Act 1978 66 all of the following: (a) any enforceable rights the person has over those policies; (b) any practical influence the person can exert over those policies; (c) any other practice or behaviour of the person that might affect those policies (whether or not the practice or behaviour involves a breach of an agreement or of a trust). (4) A reference to a person in subsections (2) and (3) includes a reference to a person acting alone or together with related persons.

56Q

Interest and significant interest in corporation

56Q Interest and significant interest in corporation (1) A person has an interest in a corporation if the person has or would have, on the winding up of the corporation, an entitlement as a shareholder to a distribution of the corporation's property. (3) A person's interest in a corporation is the person's entitlement expressed as a percentage of the value of all of the corporation's property that would be distributed if the corporation were wound up immediately after the person acquires the interest. (4) A person has a significant interest in a corporation if the person's entitlement, as mentioned in subsection (3), is: (a) for a listed corporation or listed unit trust scheme: (i) for a merger vesting of shares – 50% or more of all the property of the corporation or scheme; or (ii) otherwise – 90% or more of all the property of the corporation or scheme; or (b) for another corporation or unit trust scheme – 50% or more of all the property of the corporation or scheme.

56R

How dutiable value determined

56R How dutiable value determined (1) Where section 56M(1) applies, duty is chargeable in accordance with this section on the basis of the unencumbered value (in this section called the dutiable value) of the land to which the corporation is entitled. (2) The dutiable value of an interest in a corporation is the amount calculated by multiplying the interest by the unencumbered value of the land to which the corporation is entitled at the date the interest is acquired.

Stamp Duty Act 1978 67 (3) Where a person acquires an interest in a corporation that is a relevant acquisition, the dutiable value of the acquisition is the aggregate of the amounts, severally calculated as provided by subsection (2), of the value of that interest and of the value of each other interest acquired by the person or a related person within the relevant period in relation to the relevant acquisition.

56S

Liability for duty

56S Liability for duty (1) Where a statement is required to be lodged under section 56K: (a) the person who is required to lodge the statement; and (b) the corporation in which the interest is acquired; and (c) any related person with whose interest the person's interest is aggregated; are jointly and severally liable for the duty chargeable under this Division. (3) If: (a) an agreement to purchase land by a corporation or a linked entity of a corporation is not completed but duty has been assessed and imposed under this Division as if the corporation or linked entity owned the land; or (b) an agreement to sell land by a corporation or a linked entity of a corporation is completed but duty has been assessed and imposed under this Division before the completion of the agreement as if the corporation or linked entity owned the land, the Commissioner must reassess the duty imposed and, in doing so, must disregard the land for the purposes of determining whether the corporation is a land-holding corporation and assessing duty payable. (5) Subsection (3) does not apply if an agreement referred to in that subsection is a tax avoidance scheme or part of a tax avoidance

56T

Unit trust schemes

56T Unit trust schemes Unless the context indicates or requires otherwise, this Division applies to a unit trust scheme as if: (a) the unit trust scheme were a corporation; and

Stamp Duty Act 1978 68 (b) a unit in the unit trust scheme were a share in a corporation; and (c) the acquisition of units in the unit trust scheme were the acquisition of shares in a corporation; and (d) a reference to the constitution or rules of a corporation were a reference to the constituent documents of a unit trust scheme; and (e) a reference to a winding-up of a corporation were a reference to a termination of a unit trust scheme.

Div 8B

Imposition of duty on statutory vesting and merger

Division 8B Imposition of duty on statutory vesting and merger vesting of dutiable property

56W

Duty on a statutory and merger vesting of dutiable property

56W Duty on a statutory and merger vesting of dutiable property (1) The statutory or merger vesting of dutiable property is a conveyance of the property. (2) The relevant entity, body or person in whom the dutiable property vests is liable for duty on the conveyance at the ad valorem conveyance rate. (3) The relevant entity, body or person in whom the dutiable property vests must, within 60 days after the date of the vesting, lodge a statement with the Commissioner: (a) identifying the dutiable property subject to the vesting; and (b) stating the unencumbered value of the dutiable property. (4) Duty is payable on the statement as if it were the instrument of

Owner to pay duty

57 Owner to pay duty (1) If a certificate of registration for a motor vehicle is, on issue, liable to duty, the applicant for registration of the motor vehicle must, before the issue of the certificate, pay to the Registrar an amount equal to the duty payable on the certificate.

Stamp Duty Act 1978 69 (2) If a motor vehicle: (a) has been kept in the Territory for a period of less than 12 months; and (b) has, during that period, been available for hire or lease to the public from a person carrying on the business of hiring or leasing motor vehicles (without provision of a driver) to the public; the Commissioner may, on application, assess the duty payable on the certificate as a proportion of the duty actually paid that the number of months the vehicle was kept in the Territory during the registration period (counting a part of a month as a whole month) bears to the number of months in the registration period.

Registrar not to register unless duty paid

58 Registrar not to register unless duty paid (1) The Registrar notwithstanding anything contained in the Motor Vehicles Act 1949, shall not register a motor vehicle where the motor vehicle certificate of registration in respect of that vehicle is liable to duty unless: (a) there has been paid to the Registrar in respect of the registration the duty payable on the certificate; and (b) the Registrar is satisfied that the duty paid on the certificate was based on the dutiable value of the motor vehicle. (2) The Registrar shall pay to the Commissioner the amount of the duty received by him under this section.

Assessment of duty payable on motor vehicle certificate of

59 Assessment of duty payable on motor vehicle certificate of registration (1) In this section: additional equipment means all equipment which is an integral part of the motor vehicle or added to the motor vehicle before registration and, without limiting the meaning, includes all features actually fitted by the manufacturer or usually fitted by a manufacturer, including air conditioning. application for registration of a motor vehicle includes an application for the transfer of registration. dutiable value means: (a) in the case of the transfer of a motor vehicle by a sale and purchase at arm's length – the sum of the amount for which

Stamp Duty Act 1978 70 the motor vehicle and any additional equipment in or added to the motor vehicle was sold (which is to include any deposit paid and any trade-in allowance) and the amount paid for dealer delivery charges; or (b) in any other case – the market value of the motor vehicle and the additional equipment in or added to the motor vehicle as at the date the transaction that gives rise to the application for registration of the motor vehicle is entered into or at the date the application for registration is made, whichever is the greater. (1A) For the purposes of this section, the dutiable value of a motor vehicle is to be calculated without any deduction or discount for the amount of GST (if any) payable in relation to the supply of the vehicle. (2) Where a motor vehicle certificate of registration is liable to duty, it shall be assessed on the dutiable value of the motor vehicle and the applicant for registration of the motor vehicle shall declare the dutiable value on an approved form. (3) Where an application for registration relates to the transfer of a motor vehicle, within 14 days after the date of the transfer, the transferor shall notify on the form of application or in another approved manner the amount received as consideration for the transfer. (4) The Commissioner or the Registrar may require the applicant or transferor (as the case requires) to provide, within the time specified, the further information that the Commissioner or Registrar considers necessary to determine: (a) whether duty is payable under this Division; or (b) if duty is payable, the amount of duty. (5) A person must not: (a) fail, refuse or neglect to comply with subsection (2) or (3) or a requirement under subsection (4); or (b) in purported compliance with subsection (2) or (3) or a requirement under subsection (4), provide information that is false in a material particular.

Div 15

Transactions otherwise than by dutiable instruments

Division 15 Transactions otherwise than by dutiable instruments Stamp Duty Act 1978 71

59A

Refund of duty if sale of motor vehicle cancelled

59A Refund of duty if sale of motor vehicle cancelled The Commissioner must refund the amount of duty paid on a motor vehicle certificate of registration if the Commissioner is satisfied that: (a) the transaction to which the motor vehicle certificate of registration relates has been cancelled; and (b) the motor vehicle the subject of the transaction has been returned to the person from whom it was purchased; and (c) all money refundable on the cancellation of the transaction (other than the amount of duty paid) has been refunded to the person who purchased the vehicle.

How duty denoted

60 How duty denoted The payment of duty on a motor vehicle certificate of registration shall be denoted by an approved means.

Exemption to be claimed in declaration

61 Exemption to be claimed in declaration A person claiming an exemption from paying duty on a motor vehicle certificate of registration shall, with his application for registration, lodge with the Registrar a declaration stating the grounds on which the exemption is claimed. Division 15 Transactions otherwise than by dutiable instruments

83B

Payment of duty on statement in absence of dutiable

83B Payment of duty on statement in absence of dutiable instrument (a) a dutiable transaction occurs; and (b) the transaction is not effected or evidenced by a dutiable instrument or such an instrument existed but has been lost or destroyed; the responsible party must lodge a statement in respect of the transaction with the Commissioner. (2) The statement: (a) must be in the approved form; and

Division 15 Transactions otherwise than by dutiable instruments Stamp Duty Act 1978 72 (b) must be lodged within 60 days after the date of the dutiable transaction to which it relates. (3) The statement is a dutiable instrument that is liable to duty in the same way, and to the same extent, as if it were an instrument effecting the dutiable transaction executed on the date of that transaction. (4) Duty on the statement must be paid on or before the last day allowed for its lodgement or a later date fixed in a notice of assessment of duty. (5) If a statement is not lodged, or duty is not paid, as required by this section, the responsible party is guilty of an offence. Maximum penalty: 100 penalty units. (6) A statement is not liable to duty under this section if the Commissioner is satisfied that the relevant transaction: (a) is not a tax avoidance scheme or part of a tax avoidance scheme; and (b) the relevant transaction is: (i) the appointment of a receiver or trustee in bankruptcy; or (ii) the appointment of a liquidator under the Corporations Act 2001; or (iii) the making of a compromise or arrangement under Part 5.1 of the Corporations Act 2001; or (iv) the issue or redemption of units in a unit trust scheme; or (v) a transfer of property by way or pledge or security; or (vi) the release or termination of an option to purchase dutiable property.

83C

Stamping of other instruments related to same transaction

83C Stamping of other instruments related to same transaction (1) If a statement relating to a dutiable transaction is duly stamped under this Division, the statement is to be regarded as a duly stamped instrument evidencing the relevant transaction. (2) It follows that, if an instrument effecting the relevant transaction or another instrument evidencing the transaction is later produced for stamping, it may be stamped without further payment of ad valorem duty.

Stamp Duty Act 1978 73

83E

Aiding and abetting

83E Aiding and abetting A person who: (a) directly or indirectly, aids, abets, counsels or procures another person to enter into a transaction to which this Division applies; or (b) is, in any way, by act or omission, directly or indirectly concerned in, or party to, the entry by another person into a transaction to which this Division applies, knowing or believing that the other person does not intend to lodge a statement under section 83B and pay duty in accordance with this Division in respect of the transaction, is guilty of an offence. Maximum penalty: 85 penalty units.

Assessment of duty on instruments

84 Assessment of duty on instruments (1) The Commissioner must assess the duty payable on an instrument lodged for assessment. (2) On payment of the amount of duty assessed (together with any interest and penalty tax), the Commissioner must stamp the instrument with a stamp indicating the payment of duty. (3) An instrument is not to be stamped until the assessed duty (together with any interest and penalty tax) has been paid. (4) If the Commissioner decides, on the assessment, that no duty is payable, the Commissioner may stamp the instrument with a stamp indicating that no duty is payable.

Retaining and impounding of instruments

85 Retaining and impounding of instruments (1) The Commissioner may retain possession of an instrument lodged for assessment of duty until the assessment is completed and any duty payable (including interest and penalty tax) has been paid. (2) The Commissioner may retain possession of a dutiable instrument seized in the course of an authorised investigation until an assessment is completed and any duty payable (including interest and penalty tax) has been paid.

Stamp Duty Act 1978 74 (3) This section does not relieve the Commissioner from the obligation to produce the instrument before a court when required to do so by order or process of a court.

Creation of memorandum for the purpose of assessment

86 Creation of memorandum for the purpose of assessment (1) If the Commissioner has reason to suspect that: (a) a dutiable transaction has occurred; but (i) no instrument has been lodged in relation to the transaction for the assessment of duty; (ii) it is impractical or impossible for the instrument, or a copy of the instrument, to be lodged for assessment or reassessment of duty; the Commissioner may create a memorandum of the transaction. (2) The memorandum is to be assessed for duty as if it were a dutiable instrument relating to the dutiable transaction brought into existence on the date of the dutiable transaction and lodged for the assessment of duty under this Act on the date of its creation by the (3) If: (a) a motor vehicle registered under the Motor Vehicles Act 1949 is sold or disposed of; and (i) the new owner does not apply to the Registrar for transfer of registration of the vehicle within the period required by that Act; (ii) the duty paid by the new owner in relation to the registration of the vehicle is not based on the dutiable value of the vehicle as worked out under section 59; the Commissioner may create a memorandum and assess it for duty as the certificate of registration that might have been issued if an application for transfer of registration had been made as required. (4) If a memorandum is created under subsection (3), the new owner of the vehicle is liable to interest and penalty tax on the basis that a default in the payment of the duty assessed on the memorandum

Stamp Duty Act 1978 75 occurred at the end of the period within which an application for transfer of registration should have been made.

Exemption from duty on conveyance of family farming

87 Exemption from duty on conveyance of family farming property to family members, family companies or family trusts (1) A conveyance of farming property is exempt from stamp duty if the Commissioner is satisfied, on an application for exemption, that: (a) the main purpose of the conveyance is to pass, or facilitate the passing, of a farming property, or the benefit of a farming property, from one generation of a family to a later generation or between members of the same generation; and (b) the conveyance is eligible for exemption from stamp duty under this section. (2) A conveyance of farming property is eligible for exemption from stamp duty if the conveyor is a natural person who does not hold the property as trustee and the property is conveyed to one or more of the following: (a) a member of the conveyor's family who will not hold the property as trustee; (b) a company that will not hold the property as trustee if: (i) all the shareholders are members of the conveyor's family; and (ii) no shareholder holds or will hold any shares in the company as trustee; (c) a person who will hold the property as trustee if: (i) all the beneficiaries of the trust are members of the conveyor's family; and altered, specifying that only members of the conveyor's family may be beneficiaries of the trust and no

Stamp Duty Act 1978 76 (3) A conveyance of farming property is eligible for exemption from stamp duty if the conveyor is a family company that does not hold the property as trustee (the conveyor company) and the property is conveyed to one or more of the following: (a) a member of the same family as the shareholders of the conveyor company who will not hold the property as trustee; (b) a family company that will not hold the property as trustee (the conveyee company) if: (i) the shareholders of the conveyor company and the conveyee company are all members of the same family; and (ii) no shareholder of the conveyee company holds or will hold any shares in that company as trustee; (c) a person who will hold the property as trustee if: (i) the beneficiaries of the trust and the shareholders of the conveyor company are all members of the same family; and altered, specifying that only members of the relevant family may be beneficiaries of the trust and no (4) A conveyance of farming property is eligible for exemption from stamp duty if the conveyor is the trustee of a family trust (the conveyor trust) and the property is conveyed to one or more of the (a) a member of the family for which the conveyor trust is established who will not hold the property as trustee; (b) a family company that will not hold the property as trustee if: (i) the shareholders of the company and the beneficiaries of the conveyor trust are all members of the same family; and (ii) no shareholder holds or will hold any shares in the company as trustee;

Stamp Duty Act 1978 77 (c) a person who will hold the property as trustee of a family trust (the conveyee trust) if: (i) the beneficiaries of the conveyor trust and the conveyee trust are all members of the same family; and altered, specifying that only members of the relevant family may be beneficiaries of the conveyee trust and no (5) However, a conveyance is not eligible for exemption from stamp duty under this section: (a) if the Commissioner is satisfied the conveyance arises from a scheme with the principal purpose of taking advantage of the benefit of the exemption from stamp duty; or (b) if a conveyee does not intend to use the farming property solely or principally for farming purposes; or (c) if the conveyance also conveys property that is not farming (d) if any prescribed condition is not complied with; or (e) if the conveyance occurs within 5 years after the date of an earlier conveyance of the same, or part of the same, farming property for which an exemption was allowed under this section (or a corresponding previous enactment).

Interpretation

88 Interpretation Australian citizen, see section 3 of the First Home Owner Grant built – a home is taken to have been built on land if it is relocated, and affixed, to the land. comprehensive home building contract, see section 3 of the First Home Owner Grant Act 2000. conveyance includes the grant or transfer of a lease or sublease mentioned in section 5(2) of the First Home Owner Grant Act 2000.

Stamp Duty Act 1978 78 conveyee includes a lessee and sublessee under a lease or sublease mentioned in section 5(2) of the First Home Owner Grant established home means a home that is not a qualifying home as defined in section 90AA. first home owner concession means a concession from the payment of duty on a conveyance of land equal to the lesser of: (b) the duty payable on a conveyance of land with a dutiable value of $540 000. first home owner discount means a concession from the payment of duty on a conveyance of land equal to: (a) for a conveyance first executed on or after 24 May 2016 but before 1 September 2016 – the lesser of: (i) 50% of the duty assessed as payable on the (ii) $10 000; or (b) for a conveyance first executed on or after 1 September 2016 but before 7 May 2019, if the dutiable value of the land does not exceed the threshold amount: (i) an amount prescribed by regulation; or (ii) if no amount is prescribed as mentioned in subparagraph (i) – the lesser of: (A) the total amount of duty assessed as payable on the conveyance; or (B) the duty payable on a conveyance of land with a dutiable value of $500 000; or (c) for a conveyance first executed on or after 1 September 2016 but before 1 January 2017, if the dutiable value of the land exceeds the threshold amount – $10 000. first home owner grant, see section 3 of the First Home Owner home, see section 4 of the First Home Owner Grant Act 2000.

Stamp Duty Act 1978 79 off-the-plan contract means a contract for the purchase of a home that has not been previously occupied or sold as a place of residence on a proposed lot on a plan of any of the following kinds, whether or not the plan is registered in the land register under the Land Title Act: (a) a plan of subdivision as defined in section 4 of the Land Title Act 2000; (b) a plan of survey as defined in section 4 of the Land Title Act 2000; (c) a units plan as defined in section 4(1) of the Unit Titles Act 1975; (d) a plan of any other kind (however described) that is defined in another Act and prescribed by regulation as a plan for this definition. owner builder, see section 3 of the First Home Owner Grant period for occupancy, of a home, means: (a) if the home is built on the land at the relevant time – 12 months after the date the conveyees become entitled to possession of the land under the conveyance; or (b) if there is no home built on the land at the relevant time and the conveyees are owner builders of the home or have entered into a comprehensive home building contract for the home – the earlier of the following: (i) 5 years after the date the conveyees become entitled to possession of the land; (ii) 12 months after completion of the building of the home; or (c) if there is no home built on the land at the relevant time and the conveyees have entered into an off-the-plan contract for the home – 12 months after the date the conveyees become entitled to possession of the land under the conveyance; or (d) in any case – the longer period approved by the Commissioner under this Division. permanent resident, see section 3 of the First Home Owner Grant

Stamp Duty Act 1978 80 prescribed period means: (a) a continuous period of 6 months; or (b) a shorter continuous period approved by the Commissioner under this Division. principal place of residence rebate means a concession from the payment of duty on a conveyance of land equal to the lesser of: (b) the following: (i) for a conveyance that was first executed before 4 December 2012 – $3 500; (ii) for a conveyance that is first executed on or after 4 December 2012 – $7 000. relevant interest means: (a) an interest (other than a non-conforming interest) that is a relevant interest under section 5 of the First Home Owner Grant Act 2000; or (b) an interest in residential property in a State or another Territory of the Commonwealth that is a relevant interest (but not a non-conforming interest) under a law of that State or Territory corresponding to the First Home Owner Grant relevant time, in relation to a conveyance of land, means: (a) if one instrument effects or evidences the conveyance – the time when the instrument is executed; or (b) if more than one instrument effects or evidences the conveyance – the time when the first of the instruments is executed. residential property, see section 3 of the First Home Owner Grant

Stamp Duty Act 1978 81 senior, pensioner and carer concession means a concession from the payment of duty on a conveyance of land equal to the lesser of the following: conveyance; (b) the following: (i) for a conveyance that was first executed before 28 April 2015 – $8 500; (ii) for a conveyance that is first executed on or after 28 April 2015 – $10 000. Territory home owner discount means a concession: (a) from the payment of duty on a conveyance of land that is equal to the lesser of: (i) the total amount of duty assessed as payable on the (ii) $18 601; and (b) that applies if the dutiable value of the land does not exceed the threshold amount. threshold amount means: (a) an amount prescribed by regulation; or (b) if no amount is prescribed as mentioned in paragraph (a) – $650 000. (2) If the Commissioner is satisfied that, at the relevant time, a person: (a) is married but not cohabiting with the spouse to whom the person is married (the married spouse); and (b) has no intention of resuming cohabitation; the married spouse is not to be regarded for the purposes of the application as the person's spouse.

88A

Application of Division

88A Application of Division Except if otherwise expressly provided, this Division applies to conveyances first executed on or before 30 June 2021.

Stamp Duty Act 1978 82

More sections below

Source text: opening excerpt

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1 Stamp Duty Act 1978

NORTHERN TERRITORY OF AUSTRALIA STAMP DUTY ACT 1978 As in force at 1 July 2025 Table of provisions Part 1 Preliminary 1 Short title ......................................................................................... 1 2 Commencement .............................................................................. 1 4 Interpretation ................................................................................... 1 4A Unencumbered value .................................................................... 12 4AB Dutiable value ................................................................................ 14 4AC Valuing certain interests in property .............................................. 15 4B Tax avoidance schemes ................................................................ 15 4D Surrender of property amounts to conveyance in certain circumstances................................................................................ 16 4E Merger vesting of property ............................................................. 17 4F Exempt entities .............................................................................. 17 Part 2 Stamp duty 5 Imposition of duty .......................................................................... 18 6 Rate of duty ................................................................................... 18 Part 3 Liability to duty Division 1 General 9 Time for lodgement of instrument etc. ........................................... 18 9A Unstamped instruments not to be registered ................................. 20 9B Liability to duty in respect of instruments outside Territory ............ 20 9C Copies of instruments .................................................................... 20 9D Instruments not fully executed may be lodged for assessment ..... 20 10 Duty on statutory corporations and Government Business Divisions ........................................................................................ 21 11 Denotation of payment of duty ....................................................... 21 15 Single instrument relating to multiple transactions......................... 21 16 Multiple instruments relating to a single transaction ...................... 21 17 Stamping of counterparts or copies ............................................... 21 17A Stamp duty on related instruments ................................................ 22 Division 2 Exemptions for corporate re-constructions 18 Interpretation ................................................................................. 23 19 Exemption: interposing new corporation between existing corporation and its shareholders ................................................... 24

Stamp Duty Act 1978 ii 20 Exemption: conveyances and transfers between group corporations ................................................................................... 25 21 Meaning of group property in section 20 ....................................... 27 23 Reassessment of duty ................................................................... 28 24 Time for parties to give notice that reassessment required ........... 30 25 Application for ruling regarding proposed corporate re- construction ................................................................................... 30 26 Application for exemption regarding corporate re-construction...... 30 Division 3 Partnerships 27 Interpretation: partnership property and partnership interest ........ 31 28 Acquiring a partnership interest ..................................................... 32 29 Value of partnership acquisition..................................................... 33 29AA Value of partnership acquisition if change in membership of partnership by admission of one or more new partners ................. 33 29A Value of partnership acquisition where merger of 2 or more partnerships ................................................................................... 34 29B Reduction of dutiable value of dutiable property if conveyed to partner on retirement or dissolution of partnership ........................ 34 Division 6 Insurance Business 37 Definitions ...................................................................................... 35 37A Life insurance and life insurance rider ........................................... 35 38 Imposition of duty on policies of insurance .................................... 36 39 Australian insurers to be registered ............................................... 37 40 Register of Insurers ....................................................................... 37 41 Registration ................................................................................... 37 42 Returns in respect of insurance business ...................................... 37 43 Refund of duty for surrendered or cancelled insurance ................. 38 44 Insurer may recover duty from the insured person ........................ 38 44A Insurance granted, issued or renewed by overseas insurer .......... 38 44B Agents and brokers taken to be acting for insurer ......................... 38 Division 7A Apportionment of premiums etc. between Territory and other jurisdictions 49A Application of Division ................................................................... 39 49B Schedule of Apportionment ........................................................... 39 49C Apportionment in practice .............................................................. 39 Division 8 Conveyances and Leases 50 Persons liable to pay duty.............................................................. 40 52A Computation of duty where 2 or more instruments ........................ 40 56A Refund or remission of duty if transaction does not proceed etc. ................................................................................................. 41