In brief

This document highlights the key stamp duty changes announced on 18 June 2015 by the Government of South Australia (SA) in the 2015-16 State Budget.

In detail

Share transfer duty

  • Share transfer duty will be wholly abolished from 18 June 2015. Presently, share transfer duty is only applicable on non-quoted marketable securities.
  • There is a transitional rule that seeks to apply share transfer duty where any share transaction was entered into before 18 June 2015 but was completed after this time.

Transfer duty

  • Presently, transfer duty is applicable to property situated in SA, which is broadly defined as all real or personal property and includes intellectual property (except know-how and confidential information).
  • From 18 June 2015, stamp duty on non-real property transfers will be abolished. The effect of these changes is that only property transfers involving ‘land’ (together with certain ‘specified goods’) will remain liable for transfer duty.
  • Notably, the concept of ‘land’ is broader than the general law concepts. It has been expanded to include anything fixed to the land, including anything separately owned, notionally severed or considered to be legally separate from the land. Therefore, transfer duty may still be imposed on certain tangible assets (e.g. plant and equipment ‘fixed’ to the land) notwithstanding they are not fixtures at law or constitute land in the ordinary sense. The concept of land will also include rights in relation to land, a lease or licence granted under a Mining Act, etc.

Phasing out of duty on non-residential, non-primary production real property

  • Stamp duty on non-residential, non-primary production real property transfers will be phased out over a three year period commencing 1 July 2016. The impact of the proposed abolition is largely on transfers of commercial, industrial, public benefit and all other vacant land. Duty rates will be reduced by a third from 1 July 2016, a further third from 1 July 2017, before the duty is abolished from 1 July 2018.
  • While it appears that the intent is to mirror the concession for direct transfers of non-residential, nonprimary production real property in a landholder duty context, the wording of this is unclear in the proposed legislative amendments.
  • The current $1 million landholder ‘value’ threshold will be removed from 1 July 2018.

Corporate Reconstruction Relief

  • The good news is that the eligibility criteria for Corporate Reconstruction Relief will be relaxed (and is substantially the same as New South Wales). There is no longer a requirement for substantially all of the property to be transferred (which was at times difficult to meet) and the 3 year pre and post association periods have been removed. Finally, it appears that the rules will allow relief where the ultimate parent corporation of the corporate group is a corporate trustee of a discretionary trust.
  • Another significant change is that the corporate reconstruction rules will now be included in the legislation (formerly it was by way of an ‘ex gratia’ relief payment made by the Minister of Finance subject to the criteria set out in RevenueSA Circular No 227). This gives greater certainty of outcomes for taxpayers.

Implementation

The legislative amendments to implement these measures are contained in the Statutes Amendment and Repeal (Budget) Bill 2015 which has not come into force as an Act. As an interim measure, stamp duty will be paid by the Government on the taxpayer's behalf by way of ‘ex gratia’ relief on the impacted transactions.