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Declaration

Duties Form 52: Corporate Consolidation Exemption Application

Fields marked with * are required

Collection statement

This information is collected by the SRO to establish whether you are eligible for the corporate consolidation duty exemption under the Duties Act 2000. If you do not provide the information required we may not be able to process your application for the 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 consolidation exemption is granted, it may be revoked pursuant to section 250DF;

The corporate consolidation exemption may be granted subject to conditions, in which case the conditions are binding on the head company and the parent corporation.

In making this application, the applicant undertakes:

to advise the Commissioner of State Revenue forthwith if the head company or the parent corporation ceases to be a member of the corporate group within 3 years from the date of the eligible transaction and to provide an explanation, with reference to section 250DF, why the corporate consolidation 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 250DF);

if the choice is not provided with this application form — to provide to the Commissioner of State Revenue a copy of the choice made to the Commissioner of Taxation of the Commonwealth in respect of the consolidated group or consolidatable group under section 703-50 of the Income Tax Assessment Act 1997, within 28 days of the day on which the choice is made;

if the confirmation is not provided with this application form — to provide to the Commissioner of State Revenue a copy of any confirmation by the Commissioner of Taxation of the Commonwealth of the status of the consolidated group or consolidatable group, within 28 days of the day on which the confirmation is received.

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 Consolidation Exemption may 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. If the exemption is granted, the completed instruments must be lodged for stamping within two 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.

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.

Applicant

Duties Form 52: Corporate Consolidation Exemption Application

Fields marked with * are required

Applicant details

The application may be made by a parent corporation or a head company which is a member of a consolidated group or a consolidatable group.

Applicant name

Address

Country

Australian address

What is the type of address?

Street

PO Box

Lot number

DX 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

DX number

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

Consolidated or consolidatable group

Duties Form 52: Corporate Consolidation Exemption Application

Fields marked with * are required

Corporate consolidation exemption: sections 250DA-250DGThe corporate consolidation exemption applies to eligible transactions occurring on or after 31 March 2005 solely for the purposes of a corporate consolidation. 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 consolidation 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 consolidation 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 the head company and the corporation that was the parent corporation immediately before the corporate consolidation.

Corporate consolidation: section 250DBA corporate consolidation is the formation of a consolidated group or consolidatable group by the interposition of a head company between a corporation that is a member of a corporate group and the shareholders or unitholders of that corporation.

Consolidated group, consolidatable group and head company: section 250DAThese terms have the same meaning as in sections 703-5, 703-10 and 703-15(2)(a) respectively of the Income Tax Assessment Act1997.

Corporations, parent corporations and corporate groups: section 250DAA corporation includes:(a) a unit trust scheme (as defined in section 3(1));
(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% 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% 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 250DA-250DG 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.

Consolidated or consolidatable group

Does this application involve the formation of a consolidated group or consolidatable group by the interposition of a head company between a corporation that is a member of a corporate group and the shareholders or unitholders of that corporation?

Yes

No

What is the chosen date of consolidation in the choice made to the Commissioner of Taxation of the Commonwealth? (DD/MM/YYYY)

The name of the head company for the purposes of this application is:

Name of company

ABN (if applicable)

ACN (if applicable)

The corporation the shares or units in which were acquired by the head company under the corporate consolidation is:

Name of the company or trustee of unit trust scheme

Name of company

ABN (if applicable)

ACN (if applicable)

Name of unit trust scheme (if applicable)

The name of the parent corporation immediately before the corporate consolidation was:

Name of the company or trustee of unit trust scheme

Name of company

ABN (if applicable)

ACN (if applicable)

Name of unit trust scheme (if applicable)

Other member details

List all other members of the consolidated group or consolidatable group. This information is required for the purposes of section 250DD(5)(a). Attach a diagram setting out the structure of the consolidated group or consolidatable group before and after the corporate consolidation, showing the ownership structure and percentage holding of entities within the group.

Other member

Name of member company

Name of company

ABN (if applicable)

ACN (if applicable)

Name of unit trust scheme (if applicable)

Shareholder or unit holder details

Provide details of all shareholders and/or unit holders of the corporation in which shares or units were acquired by the head company under the consolidation and the head company as indicated in the table below.
Interest before (%): Percentage shareholding or unit holding in the corporation immediately before corporate consolidation.
Interest after (%): Percentage shareholding in the head company immediately after corporate consolidation.

Shareholder or unit holder

Name of shareholder or unit holder

Name of company

ABN (if applicable)

ACN (if applicable)

Interest before (%)

Interest after (%)

If there is insufficient space please attach a document schedule

Eligible transactions

Duties Form 52: Corporate Consolidation Exemption Application

Fields marked with * are required

Eligible transactions: section 250DCAn eligible transaction is any of the following that occurs on or after 31 March 2005 solely for the purposes of a corporate consolidation:(a) a transfer of dutiable property (as defined in section 10(1)) from a shareholder or unitholder of a corporation to the head company;
(b) a vesting of dutiable property by, or as a consequence of, a court order where the property was held by a shareholder or unitholder of a corporation and is vested in the head company;
(c) an application to register a motor vehicle as a result of a transfer of the vehicle from a shareholder or unitholder of a corporation to the head company;
(d) a dutiable transaction to which section 14 applies between a shareholder or unitholder of a corporation and the head company;
(e) a relevant acquisition under Part 2 of Chapter 3 of the Act:
(i) by the head company from a shareholder or unitholder of a corporation; or
(ii) by a shareholder or unitholder of a corporation from the head company;
(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 the head company under which the dutiable property is held on trust for a shareholder or unitholder of a corporation; or
(g) any other transaction that results in the beneficial ownership of dutiable property (other than an excluded transaction) moving from a shareholder or unitholder of a corporation to the head company.Under section 250DC(2), a transaction is not an eligible transaction unless:(a) (except in the case of a relevant acquisition by a shareholder or unitholder of a corporation from the head company) the only consideration provided by the head company for the transaction consists of the issue of shares in the head company to the shareholders or unitholders of the corporation; and
(b) immediately after the issue of shares in the head company, all the shareholders in the head company are persons who were shareholders or unitholders in the corporation immediately before their shares or units were acquired by the head corporation.

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 and include this form as an attachment to Form 58.

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 and the model and make

The paragraph(s) of section 250DC(1) 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.

What consideration was given by the head company for the eligible transaction? See section 250DC(2)(a).

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

If the eligible transaction(s) occurred for a purpose other than the corporate consolidation, please provide details of the purpose(s) of the eligible transactions(s).

Give an estimate of the duty that would be payable if the corporate consolidation exemption did not apply. For eligible transactions which are relevant acquisitions, give an estimate of the value of the 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 250DD(5)(b).

Revocation

Duties Form 52: Corporate Consolidation Exemption Application

Fields marked with * are required

Revocation of the corporate consolidation exemption: section 250DFThe Commissioner of State Revenue may revoke the corporate consolidation exemption in certain circumstances described in section 250DF.Those circumstances include where the head company and the corporation that was the parent corporation immediately before the corporate consolidation do not remain members of the corporate group for at least 3 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 in respect of which the exemption was granted occurred; or
(b) the shares or units of the head company or parent corporation 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.

Revocation

State any circumstances relevant to the revocation of the corporate consolidation exemption.

Anti avoidance

Duties Form 52: Corporate Consolidation Exemption Application

Fields marked with * are required

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 consolidation exemption.

Declaration

Collection statement

Declaration

Eligible transaction

Nature of application

Applicant

Applicant details

Australian address

International address

Applicant's representative details

Australian address

International address

Australian address

International address

Consolidated or consolidatable group

Consolidated or consolidatable group

Other member

Shareholder or unit holder

Eligible transactions

Eligible transactions

Revocation

Revocation

Anti avoidance

Anti avoidance

Document checklist

Document checklist