Dormant corporation: duty requirements

If the person named as purchaser in an agreement for the transfer of property entered into the agreement with the intention that the property would be transferred to a dormant corporation in which the shares were to be acquired, provide:

1. the agreement to transfer (e.g. contract for sale) or a duty endorsed copy of the agreement to transfer if applying for a reassessment, and the transfer of land
2. two completed Foreign Transfer Duty Declaration Forms – one for the agreement to transfer and one for the transfer
3. confirmation of whether or not the corporation is acting as trustee of a trust
4. a dated copy of the request made by the purchaser to their agent or a shelf company service provider in relation to the acquisition of a dormant corporation
5. a statement confirming the dormant corporation:
   • has not had any assets or liabilities other than share capital for subscriber shares or shares issued to replace subscriber shares of the same value on their redemption
   • has not been party to an agreement or a beneficiary or trustee of a trust
   • has not issued or sold any shares or rights relating to shares other than subscriber shares, rights relating to subscriber shares or shares issued to replace subscriber shares of the same value on their redemption
6. if the named purchaser didn't provide written instructions in the agreement for transfer:
   • a written statement from the Australian company registration service provider, accountant, lawyer or other agent confirming the date the purchaser instructed them to commence actions to acquire a dormant corporation
   • extracts from ASIC records showing the Application for Registration as an Australian Company (form 201) and the Change to Company Details (form 484) confirming acquisition of the shares in the corporation by the purchaser
   • any other evidence supporting the purchaser’s intentions at the time of entering into the agreement.

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

If a transfer of a WA business asset is not prescribed as an excluded transaction for the purposes of section 11(2) of the Duties Act 2008, the person liable to pay tax must lodge a completed transfer duty statement with the Commissioner within two months of the date that the liability to duty arose.