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 FDA41 'Foreign Transfer Duty Declaration' or DA46 'Foreign Landholder Duty Declaration'
3. a statutory declaration by the liquidator of the corporation with the following:
   • confirmation the company is being wound up and that they have been appointed as liquidator
   • the date the winding up commenced as taken to begin under the Corporations Act 2001
   • confirmation the property is being transferred as part of the winding up to the shareholders in line with their entitlements
   • complete financial statements of the company:
     • at the date the winding up began
     • at the date of the transaction and
     • at the previous 30 June.
   • details of:
     • the share capital of the company including a list of the shareholders, the date each shareholder acquired their shares and their respective holdings at the date of winding up
     • the rights of each class of share
     • any debts owed to a shareholder that the shareholder released the company from repaying in the period beginning 12 months before the winding up began and ending when the property is transferred
     • any liabilities that a shareholder has assumed or discharged for the company in the period beginning 12 months before the winding up began and ending when the property is transferred
     • any dealing in shares of the company or a related company by a shareholder or a previous owner of the property
   • if the property was previously owned by a related company – confirm if any shareholder held shares in that company
   • date of acquisition of the property by the company or a related company
   • whether there is any commercial benefit to a scheme or arrangement of transactions in relation to the winding up involving:
     • the company
     • the shareholder
     • a related company or
     • a person with a substantial holding, as defined in the Corporations Act 2001, in a person referred to in the three points above.
   • whether the transfer relates to a right from any of the shares of the company to select or receive property.
4. 4. Complete either Form FDA27 ‘Duties Valuation – City, Town and Suburban Property’ or Form FDA28 ‘Duties Valuation – Country Land’. If you lodge your transaction online, complete an electronic valuation request.
   You don’t need to provide a valuation form or make an electronic valuation request if you provide a valuation by a qualified valuer as described in Commissioner’s Practice TAA 30 ‘Valuation of Land for Duties Purposes’.
5. any other information that may assist us to assess the 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.