Winding up a corporation: duty requirements

For a transfer or an agreement for the transfer of property to the shareholders of a corporation as a consequence of its winding up, provide:

1. the transaction record (such as a transfer or agreement to transfer)
2. a completed Foreign Transfer Duty Declaration Form or Foreign Landholder Duty Declaration Form
3. evidence of ownership such as an endorsed Offer and Acceptance
4. a statutory declaration by the liquidator of the corporation that includes:
   • confirmation the corporation is being wound up and that he/she is the properly appointed liquidator
   • confirmation the property is being transferred to the shareholders of the corporation in the course of the distribution of its assets as a consequence of its winding up
   • complete financial statements of the corporation:
     • as at the date of the winding up
     • immediately following the date of winding up
     • as at the previous 30 June
   • details of the share capital of the corporation and a listing of the shareholders and their respective holdings as at the date of winding up
   • details of the rights of each class of share
   • details of any amounts owed to a shareholder that the shareholder has released the corporation from paying during the period beginning 12 months before the winding up commenced and ending when the property is transferred
   • details of any liabilities that a shareholder has assumed or discharged on behalf of the corporation during the period beginning 12 months before the winding up commenced and ending when the property is transferred
   • the date each shareholder acquired their individual shareholding
   • confirmation that it is intended to distribute the assets of the corporation to the shareholders in accordance with their respective beneficial entitlements and details of how the distribution is to be made
   • where the property was previously owned by a corporation related to the corporation being wound up, confirmation of whether or not any shareholder held shares in that related corporation
   • dates of acquisition of the property by the corporation or a related corporation
   • details of any dealings in shares of the corporation or a related corporation by a shareholder or a previous owner of the property
   • reasons which demonstrate that any scheme or arrangement of transactions in relation to the winding up and involving any one or more of:
     • the corporation
     • the shareholder
     • a related corporation of the corporation or
     • a person with a substantial holding (as defined in section 9 of the Corporations Act 2001) of a person referred to above is for reasons of commercial efficacy and not for the purpose of reducing the duty otherwise payable on the transfer or agreement for transfer
   • whether the transfer or agreement for transfer is pursuant to a right attaching to any of the shares of the corporation to select or receive any particular property of the corporation
5. completed duties valuation forms for all land that is being distributed. Duties valuation forms are not required if a valuation is obtained from a qualified valuer which meets the criteria specified in Commissioner’s Practice TAA 23 ‘Circumstances when a Taxpayer will be Required to Provide a Written Valuation’
6. any other relevant information that may assist in the assessment of duty.

An assessment of duty will not be issued until all required information is provided.

When shares in a corporation or units in a unit trust scheme are transferred to shareholders and result in a relevant acquisition in a landholder, also provide the information set out in Landholder duty.