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This is a Bill, not an Act. For current law, see the Acts databases.
2013-2014-2015
The Parliament of the
Commonwealth of Australia
HOUSE OF REPRESENTATIVES
Presented and read a first time
Foreign Acquisitions and Takeovers Fees
Imposition Bill 2015
No. , 2015
(Treasury)
A Bill for an Act to impose, as taxes, fees under the
Foreign Acquisitions and Takeovers Act 1975, and
for related purposes
No. , 2015
Foreign Acquisitions and Takeovers Fees Imposition Bill 2015
i
Contents
Part 1--Preliminary
1
1
Short title ........................................................................................... 1
2
Commencement ................................................................................. 2
3
Extension to external Territories ........................................................ 2
4
Definitions ......................................................................................... 2
Part 2--Imposition and amounts of fees
4
5
Imposition of fees .............................................................................. 4
6
Fees for applications relating to exemption certificates ..................... 4
7
Fees for giving notice of notifiable actions ........................................ 6
8
Other fees ........................................................................................... 7
9
Fees where more than one action taken ............................................. 9
10
Fees for internal reorganisations ...................................................... 10
11
Regulations may lower fees specified in this Part ........................... 10
12
Indexation of fees ............................................................................ 10
Part 3--Regulations
14
13
Regulations ...................................................................................... 14
No. , 2015
Foreign Acquisitions and Takeovers Fees Imposition Bill 2015
1
A Bill for an Act to impose, as taxes, fees under the
1
Foreign Acquisitions and Takeovers Act 1975, and
2
for related purposes
3
The Parliament of Australia enacts:
4
Part 1--Preliminary
5
6
1 Short title
7
This Act may be cited as the Foreign Acquisitions and Takeovers
8
Fees Imposition Act 2015.
9
Part 1 Preliminary
Section 2
2
Foreign Acquisitions and Takeovers Fees Imposition Bill 2015
No. , 2015
2 Commencement
1
(1) Each provision of this Act specified in column 1 of the table
2
commences, or is taken to have commenced, in accordance with
3
column 2 of the table. Any other statement in column 2 has effect
4
according to its terms.
5
6
Commencement information
Column 1
Column 2
Column 3
Provisions
Commencement
Date/Details
1. Sections 1 to 4
and anything in
this Act not
elsewhere covered
by this table
The day this Act receives the Royal Assent.
2. Sections 5 to
13
The later of:
(a) the start of the day after this Act receives
the Royal Assent; and
(b) the commencement of Schedule 1 to the
Foreign Acquisitions and Takeovers
Legislation Amendment Act 2015.
However, the provisions do not commence
at all if the event mentioned in paragraph (b)
does not occur.
Note:
This table relates only to the provisions of this Act as originally
7
enacted. It will not be amended to deal with any later amendments of
8
this Act.
9
(2) Any information in column 3 of the table is not part of this Act.
10
Information may be inserted in this column, or information in it
11
may be edited, in any published version of this Act.
12
3 Extension to external Territories
13
This Act extends to every external Territory.
14
4 Definitions
15
(1) In this Act:
16
Preliminary Part 1
Section 4
No. , 2015
Foreign Acquisitions and Takeovers Fees Imposition Bill 2015
3
base amount has the meaning given by subsection 12(8).
1
base financial year has the meaning given by subsection 12(8).
2
Foreign Acquisitions Act means the Foreign Acquisitions and
3
Takeovers Act 1975.
4
indexed amount has the meaning given by subsection 12(1).
5
index number has the meaning given by subsection 12(8).
6
internal reorganisation means an acquisition by an entity (the first
7
entity) of:
8
(a) an interest in securities in another entity if:
9
(i) both entities are subsidiaries of the same holding entity;
10
or
11
(ii) the other entity is a subsidiary of the first entity; or
12
(b) an interest in an asset or Australian land from another entity
13
if:
14
(i) both entities are subsidiaries of the same holding entity;
15
or
16
(ii) the other entity is the holding entity of the first entity; or
17
(iii) the other entity is a subsidiary of the first entity.
18
quarter has the meaning given by subsection 12(8).
19
this Act includes the regulations.
20
(2) Subject to subsection (1), an expression used in this Act that is
21
defined in the Foreign Acquisitions Act or regulations made for the
22
purposes of that Act has the same meaning in this Act as it has in
23
that Act or those regulations.
24
Part 2 Imposition and amounts of fees
Section 5
4
Foreign Acquisitions and Takeovers Fees Imposition Bill 2015
No. , 2015
Part 2--Imposition and amounts of fees
1
2
5 Imposition of fees
3
A fee payable under Part 6 of the Foreign Acquisitions Act is
4
imposed as a tax by this section.
5
6 Fees for applications relating to exemption certificates
6
Fees generally
7
(1) The amount of the fee for an application for an exemption
8
certificate, or an application for a variation of an exemption
9
certificate, is worked out in accordance with the following table.
10
11
Fees for certificates
Item
The amount of the fee for
an application for ...
is ...
1
an exemption certificate
under section 57 of the
Foreign Acquisitions Act
$25,000.
2
an exemption certificate
under section 58 of the
Foreign Acquisitions Act
(a) if the application specifies that the
consideration for the acquisitions will be
$1 billion or less--$25,000; and
(b) otherwise--$100,000.
3
an exemption certificate
under section 59 of the
Foreign Acquisitions Act
(a) if the application specifies that the
consideration for the acquisition will be
$1,000,000 or less--$5,000; and
(b) otherwise--the amount worked out
under subsection (2).
4
an exemption certificate
given under regulations
made for the purposes of
section 63 of the Foreign
Acquisitions Act
the amount not exceeding $25,000, that is
prescribed by regulations, or worked out
using the method prescribed by regulations,
made for the purposes of this item.
5
a variation of an exemption
$5,000.
Imposition and amounts of fees Part 2
Section 6
No. , 2015
Foreign Acquisitions and Takeovers Fees Imposition Bill 2015
5
Fees for certificates
Item
The amount of the fee for
an application for ...
is ...
certificate under section 62
of the Foreign Acquisitions
Act
Note 1:
For table item 1, see also subsection (3).
1
Note 2:
Consideration is defined by regulations made for the purposes of the
2
Foreign Acquisitions Act (see section 4 of that Act).
3
Note 3:
See also sections 10 (fees for internal reorganisations), 11 (regulations
4
may lower fees) and 12 (indexation of fees) of this Act.
5
Fees for applications for certain exemption certificates--
6
consideration more than $1,000,000
7
(2) For the purposes of paragraph (b) of item 3 of the table, the amount
8
of the fee is:
9
Purchase price number
$10,000
10
where:
11
purchase price number is the amount worked out using the
12
following formula, rounded down to the nearest whole number:
13
Amount of consideration specified in the application
1,000,000
14
Fees for exemption certificates given under section 57 of the
15
Foreign Acquisitions Act--6 monthly fees for developers
16
(3) The amount of a fee that is payable by a developer mentioned in
17
subsection 113(2) of the Foreign Acquisitions Act at the end of a 6
18
month period is the total of the amounts that are payable under
19
subsection (4) of this section for each new dwelling acquisition that
20
occurs during the period.
21
Note:
Subsections 113(3) and (4) of the Foreign Acquisitions Act define 6
22
month period and new dwelling acquisition.
23
Part 2 Imposition and amounts of fees
Section 7
6
Foreign Acquisitions and Takeovers Fees Imposition Bill 2015
No. , 2015
(4) The amount that is payable for a new dwelling acquisition is the
1
amount that, at the time of the acquisition, would have been
2
payable for the acquisition under item 2 of the table in
3
subsection 7(1) of this Act assuming the acquisition had been a
4
notifiable action.
5
7 Fees for giving notice of notifiable actions
6
(1) The amount of the fee for giving a notice of a notifiable action
7
under section 81 of the Foreign Acquisitions Act is worked out in
8
accordance with the following table.
9
10
Fees for giving notice of notifiable actions
Item
If the notifiable action is ...
the amount of the fee is ...
1
(a) to acquire a direct interest in an
Australian entity or Australian
business that is an agribusiness;
or
(b) to acquire a substantial interest in
an Australian entity
(a) if the consideration for the
acquisition is $1 billion or less--
$25,000; and
(b) otherwise--$100,000.
2
to acquire an interest in residential
land or agricultural land
(a) if the consideration for the
acquisition is $1,000,000 or
less--$5,000; and
(b) otherwise--the amount worked
out under subsections (2) and
(3).
3
to acquire an interest in commercial
land (other than commercial land
that is vacant)
$25,000.
4
to acquire an interest in commercial
land that is vacant
$10,000.
5
to acquire an interest in a mining or
production tenement
$25,000.
6
to take a notifiable action prescribed
by regulations made for the purposes
of section 48 of the Foreign
Acquisitions Act
the amount not exceeding $100,000,
that is prescribed by regulations, or
worked out using the method
prescribed by regulations, made for
the purposes of this item.
Imposition and amounts of fees Part 2
Section 8
No. , 2015
Foreign Acquisitions and Takeovers Fees Imposition Bill 2015
7
Note 1:
Consideration is defined by regulations made for the purposes of the
1
Foreign Acquisitions Act (see section 4 of that Act).
2
Note 2:
See also sections 10 (fees for internal reorganisations), 11 (regulations
3
may lower fees) and 12 (indexation of fees) of this Act.
4
Fees for acquisition of interests in residential land or agricultural
5
land--consideration more than $1,000,000
6
(2) For the purposes of paragraph (b) of item 2 of the table in
7
subsection (1), the amount of the fee is:
8
Purchase price number
$10,000
9
where:
10
purchase price number is the amount worked out using the
11
following formula, rounded down to the nearest whole number:
12
Consideration for the acquisition
1,000,000
13
Cap on fees for acquisition of interests in agricultural land
14
(3) If the amount of the fee under subsection (2) for an acquisition of
15
an interest in agricultural land is more than $100,000, the amount
16
of the fee is $100,000.
17
8 Other fees
18
(1) The amounts of the following fees are worked out in accordance
19
with the following table:
20
(a) a fee for giving a notice of a proposal to take an action that is
21
not a notifiable action (see items 1, 2 and 4);
22
(b) a fee for a person:
23
(i) in relation to whom an order was made under
24
Subdivision A of Division 2 of Part 3 of the Foreign
25
Acquisitions Act; or
26
(ii) to whom a no objection notification was given;
27
Part 2 Imposition and amounts of fees
Section 8
8
Foreign Acquisitions and Takeovers Fees Imposition Bill 2015
No. , 2015
if the person did not give a notice to the Treasurer relating to
1
the action specified in the order or notification (see items 1 to
2
4).
3
4
Other fees
Item
If the action is ...
the amount of the fee is ...
1
(a) to acquire an interest in securities
in an entity that is not a
substantial interest in the entity;
or
(b) to issue securities in an entity; or
(c) to acquire interests in assets of an
Australian business
(a) if the consideration for the issue
or acquisition is $1 billion or
less--$25,000; or
(b) otherwise--$100,000.
2
(a) to enter an agreement mentioned
in paragraph 40(2)(d) of the
Foreign Acquisitions Act; or
(b) to alter a constituent document of
an entity as mentioned in
paragraph 40(2)(e) of the
Foreign Acquisitions Act; or
(c) to enter or terminate a significant
agreement with an Australian
business
$25,000.
3
to take a significant action that is a
notifiable action
the amount that would have been
payable under section 7 or any other
provision of this Act in relation to
the action if a notice relating to the
action had been given.
4
to take a significant action that is:
(a) prescribed by regulations made
for the purposes of section 44 of
the Foreign Acquisitions Act;
and
(b) not a notifiable action
the amount not exceeding $100,000,
that is prescribed by regulations, or
worked out using the method
prescribed by regulations, made for
the purposes of this item.
Note 1:
Consideration is defined by regulations made for the purposes of the
5
Foreign Acquisitions Act (see section 4 of that Act).
6
Note 2:
See also sections 10 (fees for internal reorganisations), 11 (regulations
7
may lower fees) and 12 (indexation of fees) of this Act.
8
Imposition and amounts of fees Part 2
Section 9
No. , 2015
Foreign Acquisitions and Takeovers Fees Imposition Bill 2015
9
(2) The amount of the fee for a person who applies under
1
subsection 76(6) of the Foreign Acquisitions Act for a variation of
2
a no objection notification is:
3
(a) if the action specified in the notification is an acquisition of
4
an interest in Australian land--$5,000; and
5
(b) otherwise--$10,000.
6
9 Fees where more than one action taken
7
(1) If one agreement covers more than one action for which a fee is
8
payable:
9
(a) a separate fee is payable in relation to each acquisition of an
10
interest in residential land covered by the agreement; and
11
(b) if the agreement covers more than one other action
12
(disregarding any acquisitions of interests in residential
13
land)--the amount of the fee payable is the highest of the
14
amounts for those actions.
15
Note:
Subsection (2) may affect how to determine the amount of a fee for a
16
single action that may be characterised in more than one way.
17
(2) If either or both of the following apply:
18
(a) a single action is covered by more than one of the following
19
(because the action is an action of more than one kind):
20
(i) paragraph 40(2)(a), (b), (c), (d) or (e) of the Foreign
21
Acquisitions Act;
22
(ii) paragraph 41(2)(a), (b) or (c) of the Foreign
23
Acquisitions Act;
24
(iii) paragraph 43(a) of the Foreign Acquisitions Act;
25
(iv) a provision of regulations made for the purposes of
26
section 44 of the Foreign Acquisitions Act;
27
(b) a single action relating to land is covered by more than one
28
subsection of section 52 of the Foreign Acquisitions Act
29
(because the land is land of more than one kind);
30
the amount of the fee payable in relation to the single action is the
31
highest amount that applies.
32
Part 2 Imposition and amounts of fees
Section 10
10
Foreign Acquisitions and Takeovers Fees Imposition Bill 2015
No. , 2015
10 Fees for internal reorganisations
1
Despite sections 6 to 9, a fee payable in relation to one or more
2
actions that constitute an internal reorganisation is $10,000.
3
Note 1:
A separate fee may be payable in relation to any other action covered
4
by the same agreement as the internal reorganisation that is not part of
5
the internal reorganisation.
6
Note 2:
See also section 12 (indexation of fees).
7
11 Regulations may lower fees specified in this Part
8
(1) Despite sections 6 to 10, instead of the amount of a fee specified in
9
this Part (or the amount indexed under section 12) being payable in
10
the circumstances specified, a lower amount (including a nil
11
amount) is payable if the regulations prescribe, for those
12
circumstances:
13
(a) the lower amount; or
14
(b) a method of working out the lower amount.
15
(2) Without limiting subsection (1) or subsection 33(3A) of the Acts
16
Interpretation Act 1901, if this Part specifies an amount of a fee
17
that is payable in specified circumstances, the regulations may
18
prescribe an amount or method in relation to only some of those
19
specified circumstances.
20
Note:
For example, the regulations may prescribe a lower amount for the
21
purposes of item 2 of the table in subsection 7(1) only in relation to
22
acquisitions of interests in agricultural land.
23
12 Indexation of fees
24
(1) The amount of a fee specified in this Part or in regulations made
25
for the purposes of this Part is to be indexed each financial year
26
(except the base financial year) in accordance with this section.
27
This section explains how to work out the amount (the indexed
28
amount) of a fee for a financial year.
29
Indexation
30
(2) The indexed amount of the fee for the financial year is worked out
31
in accordance with the formula:
32
Imposition and amounts of fees Part 2
Section 12
No. , 2015
Foreign Acquisitions and Takeovers Fees Imposition Bill 2015
11
Base amount of the fee
Indexation factor for the financial year
1
(3) The indexation factor for the financial year is the number worked
2
out by dividing:
3
(a) the sum of the index numbers for the quarters of the 12
4
month period ending on 31 March immediately before the
5
financial year; by
6
(b) the sum of the index numbers for the quarters of the 12
7
month period ending on 31 March in the financial year
8
immediately before the base financial year for the base
9
amount.
10
(4) The indexation factor is to be calculated to 3 decimal places
11
(rounding up if the fourth decimal place is 5 or more).
12
(5) Fees are to be worked out under this section:
13
(a) using only the index numbers published in terms of the most
14
recently published index reference period for the Consumer
15
Price Index; and
16
(b) disregarding index numbers that are published more than 2
17
weeks after the original publication in substitution for
18
previously published index numbers (except where the
19
substituted numbers are published to take account of changes
20
in the index reference period).
21
Rounding
22
(6) If an indexed amount worked out under subsection (2) would not
23
be a multiple of $100, the indexed amount is rounded down to the
24
nearest multiple of $100.
25
Indexation only to increase fees
26
(7) However, if the indexed amount worked out under subsection (2)
27
for a year (the current year) (after any rounding under
28
subsection (6)) is less than the indexed amount for the previous
29
financial year, the indexed amount for the current year is the
30
indexed amount for the previous financial year.
31
Part 2 Imposition and amounts of fees
Section 12
12
Foreign Acquisitions and Takeovers Fees Imposition Bill 2015
No. , 2015
Definitions
1
(8) In this Act:
2
base amount of a fee means the amount of the fee specified in this
3
Part or in regulations made for the purposes of this Part.
4
base financial year for a base amount of a fee means:
5
(a) if the amount is specified in this Part or in regulations made
6
for the purposes of this Part when section 5 commences--the
7
financial year in which that commencement occurs; or
8
(b) if, after that commencement occurs, the amount is specified
9
in this Part or in regulations made for the purposes of this
10
Part--the financial year in which the amount is so specified;
11
or
12
(c) if the amount is specified in regulations made for the
13
purposes of section 11--the financial year in which the
14
amount is so specified; or
15
(d) if the amount was specified in this Part or in regulations
16
made for the purposes of this Part, and is otherwise changed
17
(whether the change is the first change or a later change) by
18
an amending Act or amending regulations, as the case
19
requires--the financial year in which the amount is so
20
changed.
21
index number, for a quarter, means the All Groups Consumer
22
Price Index number from the original series, being the weighted
23
average of the 8 capital cities, published by the Australian
24
Statistician in respect of that quarter.
25
quarter means a period of 3 months beginning on 1 July,
26
1 October, 1 January or 1 April.
27
(9) For the purposes of this section:
28
(a) the following amounts are not fees:
29
(i) the amount specified in the definition of purchase price
30
number in subsections 6(2) and 7(2);
31
(ii) the amount of $1 billion or $1,000,000 specified in an
32
item of the table in subsection 6(1), 7(1) or 8(1);
33
Imposition and amounts of fees Part 2
Section 12
No. , 2015
Foreign Acquisitions and Takeovers Fees Imposition Bill 2015
13
(iii) the amount of $10,000 specified in subsections 6(2) and
1
7(2); and
2
(b) the amounts specified in the following are taken to be fees:
3
(i) item 4 of the table in subsection 6(1);
4
(ii) item 6 of the table in subsection 7(1);
5
(iii) subsection 7(3);
6
(iv) item 4 of the table in subsection 8(1).
7
Note:
Those provisions set out a cap on the amount of a fee.
8
Part 3 Regulations
Section 13
14
Foreign Acquisitions and Takeovers Fees Imposition Bill 2015
No. , 2015
Part 3--Regulations
1
2
13 Regulations
3
The Governor-General may make regulations prescribing matters:
4
(a) required or permitted by this Act to be prescribed by the
5
regulations; or
6
(b) necessary or convenient to be prescribed for carrying out or
7
giving effect to this Act.
8