Amendment to corporate reconstructions and consolidations

What are the changes?

The exemption from duty for eligible corporate reconstruction transactions and corporate consolidation transactions will be replaced with a concession of 10% of the duty that would otherwise be payable.

When does the change take effect?

The concession will apply to transactions that occur on or after 1 February 2024.

What are the transitional provisions?

The transitional provisions provide an exception for transactions that arise from an agreement or arrangement entered into before 19th September 2023 when an exemption application is lodged on or before 1 April 2024 and is approved. In these circumstances, the full exemption will continue to be available.

The transitional provisions below apply to these common scenarios but are subject to the ordinary requirements of a corporate reconstruction application being met:

1. Where there is an agreement or arrangement prior to 19 September 2023 and a corporate reconstruction is lodged prior to 1 April 2024 – a 100% exemption will be available.
2. There is no agreement or arrangement prior to 19 September 2023, but a corporate reconstruction is lodged and transaction documents are executed prior to 1 February 2024 – a 100% exemption will be available.
3. There is no, or insufficient evidence of an arrangement prior to 19 September 2023, but a corporate reconstruction is lodged prior to 1 February, but no transaction documents are executed until after 1 February – a 90% exemption will be available.
4. There is no, or insufficient evidence of an arrangement prior to 19 September 2023, but a corporate reconstruction is lodged prior to 1 February, primary transaction documents are executed prior to 1 February but completion documents (e.g. real property or share transfer) documents are not executed until after 1 February. These matters will be looked at on a case by case basis. Where the reason for the extended execution is due to external circumstances (e.g., Foreign Investment Review Board), a 100% exemption may still be available.

What are the evidentiary requirements?

New evidentiary requirements can be found on the evidentiary requirements page under ‘Duties Act - Corporate Reconstructions and Consolidations’.

What forms are required?

There are two existing and four new application forms available.

Chapter 6 - Lodgement and payment of duty, in the Corporate reconstructions and consolidations guide provides details of the correct forms to use for specific transactions.

How are these transactions lodged?

All Corporate Reconstruction and Corporate Consolidation transactions must be lodged via eDuties.

Chapter 6 - Lodgement requirements, in the Corporate reconstructions and consolidations guide provides details of how to lodge these transactions.

Where can I find more information?

• Corporate reconstructions and consolidations guide
• Treasury and Revenue Legislation Amendment Act 2023
• Duties Act 1997: Chapter 11, part 1 Corporate reconstructions and consolidations.