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Declaration

Duties: Corporate Reconstruction Exemption Application

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Collection statement

This information is collected by the SRO to establish whether you are eligible for the corporate reconstruction exemption under the Duties Act 2000. If you do not provide the information required, we may not be able to process your application for this exemption. The information collected may be used for the purposes of other SRO legislation. Where authorised by law to do so, we may also disclose this information to other government agencies including the ATO, State and Territory revenue offices and law enforcement agencies. You can find out more about how we use and protect your information in our Privacy Policy, available at www.sro.vic.gov.au.

Declaration

I declare that I am authorised to make this declaration.

The information provided on this form and in any attached documents is complete and correct. I understand that penalties apply for giving false or misleading information or omitting information.

I acknowledge that:

If the corporate reconstruction exemption is granted, it may be revoked if section 250D applies;

The corporate reconstruction exemption may be granted subject to conditions, in which case the conditions are binding on each member of the corporate group.

In making this application, the applicant undertakes:

To advise the Commissioner of State Revenue forthwith if any member of the relevant corporate group ceases to be a member of the corporate group within 3 years from the date of eligible transaction and to provide an explanation, with reference to section 250D, why the corporate reconstruction exemption should not be revoked;

To advise the Commissioner of State Revenue forthwith of any other circumstances relevant to the revocation of the exemption (see section 250D).

Signature

Date (DD/MM/YYYY)

First name

Middle name(s)

Family name

Position (if applicable)

Organisation (if applicable)

Mobile number

Phone number

Email

Eligible transaction

Was the eligible transaction completed before 1 July 2019 or does the eligible transaction arise from an agreement or arrangement entered into before 1 July 2019?

Yes

No

This form can only be used where the eligible transaction was completed before 1 July 2019 or where the eligible transaction arises from an agreement or arrangement entered into before 1 July 2019.

Nature of application

An application for the corporate reconstruction exemption can be made at any time before an eligible transaction occurs or within three years after the eligible transaction occurs.

Please indicate as applicable:

The eligible transaction to which this application relates has not occurred.
This application will be treated as a request for a private ruling. Please provide drafts of the instruments required to effect the eligible transaction described on the 'Eligible transactions' screen. If the exemption is granted, the completed instruments must be lodged for stamping within 2 months of the approval date, or else a fresh application must be made.

The eligible transaction to which this application relates has already occurred and duty has not been paid.
This application will be treated as an application for an exemption. Please provide the original completed instruments effecting the eligible transaction described on 'Eligible transactions' screen.

The eligible transaction to which this application relates has already occurred and duty has been paid.
In addition to this form, please submit SRO General Form 1 (Application for Refund) and provide copies of the completed instruments effecting the eligible transaction described on 'Eligible transactions' screen.

Previous application

Has any member of the corporate group previously applied for the corporate reconstruction exemption?

Yes

No

Please state the name of the applicant, the date of the application and the SRO reference.

Company name

Date of previous application (DD/MM/YYYY)

SRO reference number

Applicant

Duties: Corporate Reconstruction Exemption Application

Fields marked with * are required

Applicant details

Applicant name

Address

Country

Australian address

What is the type of address?

Street

PO Box

Lot number

Floor/Level type

Floor number

Flat/Unit type

Unit number

PO Box number

Post office name

Lot number

Street number

Street name

Street type

Suburb/Town

State

Postcode

International address

Street address/Postal address

Suburb/Town

State

Postcode/Zipcode

Overseas Address

Contact name

First name

Middle name(s)

Family name

Mobile number

Phone number

Email

Applicant's representative details

Contact name

First name

Middle name(s)

Family name

Address

Country

Australian address

What is the type of address?

Street

PO Box

Lot number

Floor/Level type

Floor number

Flat/Unit type

Unit number

PO Box number

Post office name

Lot number

Street number

Street name

Street type

Suburb/Town

State

Postcode

International address

Street address/Postal address

Suburb/Town

State

Postcode/Zipcode

Overseas Address

Mobile number

Phone number

Email

Corporate group

Duties: Corporate Reconstruction Exemption Application

Fields marked with * are required

Corporate group

The name of the parent corporation of the corporate group is:

Name of company

ABN (if applicable)

ACN (if applicable)

Name of unit trust scheme (if applicable)

List all other members of the corporate group. This information is required for the purposes of section 250B(4)(a). Attach a diagram of the structure of the corporate group before and after the eligible transaction showing the ownership structure and percentage holding of entities within the group.

Other member

Name of company

ABN (if applicable)

ACN (if applicable)

Name of unit trust scheme (if applicable)

If there is insufficient space please attach a document schedule and additional supporting documents

Eligible transactions

Duties: Corporate Reconstruction Exemption Application

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Eligible transactions

Is the eligible transaction a relevant acquisition under Part 2 of Chapter 3 of the Duties Act 2000?

Yes

No

Relevant acquisition
For an acquisition from 1 July 2012 in a landholder, complete SRO Duties Form 58 as though the eligible transaction was completed. Attach a filled copy of this form along with all relevant share/unit sale agreements, uncompleted agreements for sale of real estate, etc. with the Duties Form 58 online submission.

Other eligible transactions
Give full details of the property which is the subject of the eligible transaction. You must include at least the following information:
(a) For transactions concerning dutiable property — the street address of the land, identifying details of the land (volume and folio, conveyance and book, details of land use entitlement, etc.) and details of any dutiable goods
(b) For transfers of motor vehicles — the registration number, make and model and a separate value for each motor vehicle

The paragraph(s) of section 250A which apply to the eligible transaction are:

Give full details of the eligible transactions. You must include at least the following information:
(a) all parties to the transaction, including ACN or ABN for each corporation
(b) a description of the transaction

Attach all relevant contracts, transfers, court orders, declarations of trust, etc.

When did the eligible transaction occur or when is it due to occur? (DD/MM/YYYY)

State fully and in detail why the eligible transaction occurred. Give full details of all dealings and circumstances giving rise to the eligible transaction.

Give an estimate of the duty that would be payable if the corporate reconstruction exemption did not apply. For eligible transactions which are relevant acquisitions, give an estimate of the value of the Victorian land holdings, state the percentage of the relevant acquisition and set out the calculation of how duty would be assessed. For other eligible transactions, give an estimate of the unencumbered value of the property and set out the calculation of how duty would be assessed. These estimates are required for the purposes of section 250B(4)(b).

Revocation

Duties: Corporate Reconstruction Exemption Application

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Revocation

State any circumstances relevant to the revocation of the corporate reconstruction exemption. See Explanatory note 4 and section 250D.

Anti-avoidance

Duties: Corporate Reconstruction Exemption Application

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Anti-avoidance

State fully and in detail why the eligible transaction does not arise from arrangements or a scheme devised for the principal purpose of taking advantage of the benefit of the corporate reconstruction exemption.

Document checklist

Duties: Corporate Reconstruction Exemption Application

Fields marked with * are required

Document checklist

All the following documents must be produced with this application form:

For eligible transactions which are relevant acquisitions - all relevant share/unit sale agreements, uncompleted agreements for sale of real estate, etc; Note - for such cases, all these documents along with Duties Form 45 are to be uploaded in your Duties Form 58 online submission to complete the lodgement.

For other eligible transactions — all contracts, transfers, court orders, declarations of trust, etc. relevant to the eligible transaction;

ASIC extracts (or the foreign equivalent if the corporation is registered overseas) for all companies in the relevant corporate group;

Constitutions for all companies in the relevant corporate group;

Trust deeds (with all amendments) and the unit register for all unit trust schemes in the relevant corporate group;

A diagram of the structure of the corporate group before and after the eligible transaction, showing the ownership structure and percentage holding of entities within the group.

Explanatory notes

Duties: Corporate Reconstruction Exemption Application

Fields marked with * are required

Explanatory notes

1. Corporate reconstruction exemption: sections 250-250D
The corporate reconstruction exemption applies to eligible transactions occurring on or after 1 January 2004. An application for the exemption may be made at any time before the eligible transaction occurs or within 3 years after the eligible transaction occurs.
The Commissioner of State Revenue must grant the corporate reconstruction exemption on an instrument or transfer of dutiable property if the Commissioner is satisfied that:
(a) the instrument or transfer is, or arises out of, an eligible transaction; and
(b) the eligible transaction does not arise from arrangements or a scheme devised for the principal purpose of taking advantage of the benefit of the corporate reconstruction exemption; and
(c) the conditions of the exemption, if any, will be met by the applicant.
As foreshadowed in (c), the exemption may be granted subject to conditions, which are binding on each member of the corporate group.

2. Corporations, parent corporations and corporate groups: section 250
A corporation includes:
(a) a unit trust scheme;
(b) a public offer superannuation fund within the meaning of section 18 of the Superannuation Industry (Supervision) Act 1993 that has at least 300 public subscribers;
A parent corporation is a corporation that directly or indirectly:
(a) holds at least 90 percent of the beneficial ownership of another corporation ("the subsidiary"); and
(b) has the ability to cast, or to control the casting of, at least 90 percent of the maximum number of votes that may be cast at a general meeting of the subsidiary.
A corporate group is a parent corporation and the subsidiaries of that parent corporation. Further if stapled securities are quoted on the ASX or a recognised stock exchange, the corporations in which the shares or units are issued, and the subsidiaries of each of those corporations, constitute a corporate group. However, nothing in sections 250-250D applies to a corporation to the extent that it is a trustee of a discretionary trust. In addition, if Corporation A holds dutiable property on trust (other than as trustee of a unit trust scheme) for Corporation B, then Corporation A and Corporation B are taken not to be members of the same corporate group.
A relevant corporate group means the members of a corporate group that are parties to an eligible transaction and those members of the corporate group necessary to establish the connection between the parties as a parent corporation and subsidiary or as subsidiaries of the same parent corporation.

3. Eligible transactions: section 250A
An eligible transaction is any of the following that occurs on or after 1 January 2004:
(a) a transfer of dutiable property (as defined in section 10(1)) from one member of a corporate group to another member of the group; or
(b) a vesting of dutiable property by, or as a consequence of, a court order where the property was held by one member of a corporate group and vested in another member of the group; or
(c) an application to register a motor vehicle as a result of a transfer of the vehicle from one member of a corporate group to another member of the corporate group; or
(d) a dutiable transaction to which section 14 applies between members of a corporate group; or
(e) a relevant acquisition under Part 2 of Chapter 3 of the Act by a member of a corporate group from another member of the group; or
(f) a declaration of trust relating to dutiable property the specification of which forms part of the declaration of trust or part of the transaction constituted by the declaration of trust by one member of a corporate group under which the dutiable property is held on trust for another member of the group; or
(g) any other transaction that results in the beneficial ownership of dutiable property (other than an excluded transaction) moving from one member of a corporate group to another member of the group.

4. Revocation of the corporate reconstruction exemption: section 250D
The Commissioner of State Revenue may revoke the corporate reconstruction exemption in certain circumstances described in section 250D.
Those circumstances include where members of the relevant corporate group do not remain members of the corporate group for at least three years from the date on which the eligible transaction occurred, but not where that cessation is by virtue of:
(a) a public float (as defined in section 250D(3)) that occurred within 12 months after the day on which the transaction occurred; or
(b) the shares or units of the member being unstapled to enable its liquidation, deregistration, dissolution or, in the case of a unit trust scheme, winding up; or
(c) its liquidation, deregistration or, in the case of a unit trust scheme, winding up.

Declaration

Collection statement

Declaration

Eligible transaction

Nature of application

Previous application

Applicant

Applicant details

Australian address

International address

Applicant's representative details

Australian address

International address

Corporate group

Corporate group

Other member

Eligible transactions

Eligible transactions

Revocation

Revocation

Anti-avoidance

Anti-avoidance

Document checklist

Document checklist

Explanatory notes

Explanatory notes

Summary

Nature of application

Previous application

Applicant details

Australian address

International address

Applicant's representative details

Australian address

International address

Corporate group

Other member

Eligible transactions

Revocation

Anti-avoidance