23Reassessment 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.

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