New South Wales Consolidated Acts

DUTIES ACT 1997 - SECT 273D

273D Corporate consolidation transaction

(1) For the purposes of this Part, a
"corporate consolidation transaction" means a transfer, or an acquisition of an interest in a landholder (within the meaning of Chapter 4), that--

(a) is made to interpose a corporation (
"the head corporation" ) between another corporation (
"the affected corporation" ) and the holders of the affected corporation's securities, and

(b) is any of the following--

(i) a transfer of securities of the affected corporation to, or an acquisition of those securities by, the head corporation for which the only consideration given by the head corporation is the issue or transfer of its securities to the person from whom the affected corporation's securities were transferred or acquired,

(ii) a transfer of securities of the head corporation to, or an acquisition of those securities by, a holder of securities of the affected corporation.

(2) A transfer, or an acquisition of an interest in a landholder, is not a corporate consolidation transaction if, immediately before the transfer or acquisition occurred, the head corporation held dutiable property or a vehicle or an interest in a corporation.

(3) A transfer, or an acquisition of an interest in a landholder, is not a corporate consolidation transaction unless, immediately after the issue or transfer of the head corporation's securities--

(a) each person who holds those securities (
"a security holder" ) is a person who held securities of the affected corporation immediately before the securities of the affected corporation were transferred to or acquired by the head corporation, and

(b) the proportion of those securities held by each security holder is the same as proportion of the securities of the affected corporation held by each security holder before the issue or transfer.