Stamp Act Amendment Act 1987 (Qld)

24 ANNO TRICESIMO SEXTO ELIZABETHAE SECUNDAE REGINAE No. 4 T U'27 An Act to amend the StampAct 1894 -1986 in certain particulars [ASSENTED TO 10TH APRIL, 1987]

Stamp Act Amendment Act 1987, No. 4 25 BE IT ENACTED by the Queen's Most Excellent Majesty, by and with the advice and consent of the Legislative Assembly of Queensland in Parliament assembled, and by the authority of the same, as follows:- 1. Short title. This Act may be cited as the Stamp Act Amendment Act 1987. 2. Principal Act and amended citation. (1) In this Act the StampAct 1894-1986 is referred to as the Principal Act. (2) The Principal Act as amended by this Act may be cited as the Stamp Act 1894-1987. 3. Commencement . (1) This Act, other than sections 4, 6, 9, 11, 15 (a) and 15 (c), shall commence on the day on which it is assented to for and on behalf of Her Majesty. (2) Sections 4, 6 and 9 shall be deemed to have commenced on 1 February 1987 and shall be given retrospective effect accordingly. (3) Section 15 (a) shall be deemed to have commenced on 17 November 1986 and shall be given retrospective effect accordingly. (4) Sections 11 and 15 (c) shall be deemed to have commenced on 30 October 1986 and shall be given retrospective effect accordingly. 4. Amendment of s. 31A. T ransfers of marketable securities and share rights. Section 31A of the Principal Act is amended in subsection (2) by- (a) omitting the words "on behalf of the" and substituting the words "either on his own behalf or on behalf of another"; (b) omitting the word "such" occurring before the word "purchaser" and substituting the word "the". 5. Amendment of s. 31B. Interpretation . Section 31B of the Principal Act is amended in subsection (1) by- (a) inserting after the word "In" the words "this section and in"; (b) omitting from the definition "Corresponding Act" the words "sections 31 c, 31 D, 31 E and 31 F of this Act" and substituting the words "this section"; (c) omitting from the definition "Dealer" the word "Act" where it firstly occurs and substituting the word "section". 6. Amendment of s. 31D. Returns to be lodged and duty paid. Section 31D of the Principal Act is amended in subsection (1) by- (a) omitting the words "not later than Thursday of each week"; (b) in paragraph (a)- (i) inserting after the expression "(a)" the words "not later than Thursday of each week"; 2

26 Stamp Act Amendment Act 1987, No. 4 (ii) inserting after the word "which" the words "subsection (1) of'; (iii) omitting the words "the said" and substituting the words "subsection (1) of'; (c) inserting the following paragraph after paragraph (a):- "(aa) where he is a broker, not later than the fourteenth da of each month, lodge in the prescribed form, or until a form is prescribed, in a form acceptable to the Commissioner, with the Commissioner a return in duplicate of the sales and purchases made by him on his own account during the last preceding month and to which subsection (1) of section 31c applies containing- (i) a certificate that the record required by subsection (1) of section 31c has been duly made; and (ii) such other particulars as are prescribed; and"; (d) in paragraph (b)- (i) inserting after the expression "(b)" the words "upon the lodgement of a return required to be lodged by this section,"; (ii) omitting the words "a broker" and "the broker" and substituting the words "that dealer, where he is a broker," and "him" respectively; (iii) omitting the word "two" where it twice occurs and substituting the word "ten" in each case; (e) inserting the following subsection after subsection (1):- "(1 A) Paragraph (a) of subsection (1) does not apply to sales and purchases made by a Queensland dealer, where he is a broker, on his own account.". 7. Amendment of s. 31H. Duty on transactions on branch registers. Section 31H of the Principal Act is amended by- (a) omitting the note appearing in and at the beginning of the section and substituting the note "Duty on transactions on registers of Queensland incorporated companies."; (b) in subsection (1), inserting after the words "In this section-" the following definition:- " "company" means a company within the meaning of the Companies (Queensland) Code,"; (c) omitting from subsection (2) the words "and section 311"; (d) in subsection (3), omitting all words from and including the word "prescribed" to the end of the subsection and substituting the following words and paragraphs: "prescribed in respect of- (a) all entries (other than exempt entries) in a branch register of the company- (i) which relate to transfers of shares; and (ii) copies of which have been received, pursuant to

Stamp Act Amendment Act 1987, No. 4 27 section 262 (5) of the Companies (Queensland) Code, by the company during the preceding calendar month; (b) where the principal register of the company, required to be kept pursuant to section 256 of the Companies (Queensland) Code, is kept outside of Queensland- (i) in a place other than a State, Territory or country proclaimed under subsection (2), all entries made in the principal register of the company during the preceding calendar month; (ii) in a State, Territory or country proclaimed under subsection (2), all entries made in the principal register of the company, during the preceding calendar month relating to transfers of shares- (A) which are not duly stamped in accordance with this Act; and (B) which are not chargeable with duty under an Act corresponding with this Act in any State, Territory or country proclaimed under subsection (2); and (c) all exempt entries made during the preceding calendar month relating to transfers of shares- (i) which are not duly stamped in accordance with this Act; and (ii) which are not chargeable with duty under an Act corresponding with this Act in any State, Territory, or country proclaimed under subsection (2)."; (e) inserting after subsection (3) the following subsections:- "(3A) For the purposes of subsections (3) and (3c), a transfer of shares is not chargeable with duty where the transfer is not subject to the charge or imposition of duty. (3B) For the purposes of subsections (3) and (3c), where a transfer of shares is subject to the charge or imposition of duty and is specifically exempted, the transfer is chargeable with duty unless such exemption is a prescribed exemption or one of a prescribed class of exemption. (3c) Paragraphs (b) (ii) and (c) of subsection (3), shall not apply to an entry in respect of- (a) a transfer of shares which is not chargeable with duty where it is a transfer to which provisions corresponding with sections 31c, 31D, 31E and 31F of this Act apply under an Act corresponding with this Act in any State, Territory, or country proclaimed under subsection (2); (b) a transfer of shares which is not chargeable with duty in prescribed circumstances.";

28 Stamp Act Amendment Act 1987, No. 4 (f) omitting from subsection (5) the words "such return shall be liable to" and substituting the words "return lodged under this section shall be chargeable with"; (g) omitting subsection (6) and substituting the following subsection:- "(6) Where duty has previously been paid under this Act or an Act corresponding with this Act on a transfer of shares to which an entry on a register with respect to which a return has been lodged under this section relates, an amount of duty, equal to the amount of duty previously paid on the transfer but not exceeding the amount for which the transfer would be liable under this Act, shall not be chargeable on the return.". 8. Amendment of s. 311. Duties . paid in and outside Queensland. Section 311 of the Principal Act is amended by omitting the words "in a State, Territory or country proclaimed under section 31H" and substituting the words ", other than a register in Queensland". 9. Amendment of s. 31j . Duty on certain transactions on the Stock Exchange of the United Kingdom. Section 311 of the Principal Act is amended by omitting from paragraphs (d) and (e) of subsection (6) and paragraphs (c) and (d) of subsection (7) the word "two" wherever it occurs and substituting the word "ten" in each case. 10. Amendment of s. 35. Credit and Rental Business . Section 35 of the Principal Act is amended in subsection (4) by- (a) renumbering the first paragraph as subsection (3) and numbering the remaining paragraph as subsection (4); (b) in paragraph (a) of the subsection numbered by this section as subsection (4)- (i) omitting the words "or promissory note"; (ii) omitting from subparagraph (i) the words "made,"; (iii) omitting from subparagraphs (ii) and (iii) the words "or made" in each case; (c) inserting after paragraph (a) of the subsection numbered by this section as subsection (4) the following paragraph:- "(aa) a discount transaction the parties to which are incorporated persons and which consists of the purchase, acquisition, discounting or factoring of a promissory note that is made by a corporation for a term not exceeding 180 days for an amount or value not less than $50,000 where the only security provided to the person who discounts the promissory

Stamp Act Amendment Act 1987, No. 4 29 note is the note, unless security in addition to the note comprises, in respect of the note- (i) a guarantee by or on behalf of the Parliament or the Government of the Commonwealth or any State or Territory of the Commonwealth; (ii) the guarantee, not otherwise secured, of a company which is deemed for the purposes of section 7 (5) of the Companies (Queensland) Code to be related to the company making the note; (iii) a letter of credit from a bank , as defined in section 5 of the BankingAct 1959 of the Commonwealth as amended from time to time; or (iv) such other security or class of security as may be prescribed;". 11. New s. 48c. The Principal Act is amended by inserting after section 48B the following section:- "48c. Certain insurance policies need not be produced. A policy of insurance that is exempt from duty under this Act and conforms to a standard form of a policy of insurance (including terms and conditions set out therein) approved by the Commissioner in relation to the person who issues that policy, need not be produced to the Commissioner for assessment of duty.". 12. Amendment of s. 49c. Relief from conveyance and transfer duty upon company reconstruction or amalgamation . Section 49c of the Principal Act is amended by- (a) in subsection (1), redesi nating paragraph (e) as paragraph (f) and inserting before paragraph (f) the following paragraph:- "(e) each shareholder in the specified existing company whose shares are acquired under an acquisition referred to in paragraph (c) receives consideration equal in value to the value of those shares; and"; (b) in paragraph (c) of subsection (2), omitting the expression "(e)" and substituting the expression "(f)"; (c) in subsection (4), omitting the word "three" and the expression "6" and substituting the word "five" and the expression "20" respectively; (d) inserting after subsection (4) the following subsections:- "(4A) Where a claim under this section for exemption (total or partial) from payment of stamp duty has been allowed and, within five years after the date on and from which the conveyance, transfer or assignment in question operated, any of the matters set out in paragraph (d) of subsection (2) which the Commissioner was satisfied would not occur in allowing that exemption, does occur, each company which was a party to that instrument shall,

30 Stamp Act Amendment Act 1987, No. 4 within 28 days of the date of that occurrence, notify the Commissioner of the circumstances of that occurrence. (4B) Where a company fails to notify the Commissioner in compliance with subsection (4A) it shall be guilty of an offence, and liable for a penalty equal to the amount of duty remitted or deducted when the claim under this section for exemption (total or partial) was allowed, less any amount of penalty received- (a) under this subsection from any company; or (b) from any person under subsection (4c). (4c) Where a company commits an offence under subsection (4B), each of the chairman of directors, managing director or other governing officer, by whatever name called, of that company and every member of the governing body thereof, by whatever name called, shall be deemed to have committed the offence and shall be liable to be proceeded against and liable for the penalty specified in that subsection. (4D) Subsection (4c) applies so as not to limit the liability of a company to be proceeded against under subsection (4B) and penalized for such an offence committed by it. (4E) Where a company fails to notify the Commissioner in compliance with subsection (4A) and the Commissioner is unable, for any reason, to recover any duty or interest for which that company is liable under subsection (4), each of the chairman of directors, managing director or other governing officer, by whatever name called, of that company and every member of the governing body thereof, by whatever name' called, shall be liable for such duty or interest, or both, as the case may be. (4F) Where a person can prove that the offence under subsection (4B) was committed without his knowledge or connivance he shall not be liable under subsection (4c) or (4E). (4G) Where any evidence or declaration has been produced by a person for the purposes of a claim under this section for exemption (total or partial) and that evidence or declaration is untrue or misleading or omits a material particular, that person shall be guilty of an offence and liable to a penalty of- (a) 100 penalty units; and (b)- (i) where the claim has not been allowed, an amount equal to the amount of duty sought to be remitted or deducted; or (ii) where the claim has been allowed, an amount equal to the amount of duty remitted or deducted and interest thereon pursuant to subsection (4), less any amount of penalty received under this subsection from any other person in respect of that claim. (4H) It shall be a defence to a charge of an offence under subsection (4G) brought against a person to prove that the person

Stamp Act Amendment Act 1987, No. 4 31 did not know and could not have known, if all enquiries that reasonably ought to have been made by him had been made, the evidence or declaration to be untrue or misleading or that it omitted a material particular."; (e) in paragraph (b) of subsection (6)- (i) inserting in subparagraph (i) after the words "other company", the words "and has voting control over that other company"; (ii) inserting in subparagraph (ii) after the words "each company", the words "and has voting control over each company"; (f) inserting after subsection (6) the following subsection:- "(6A) For the purposes of this section, other than subsection (1),- "issued share capital" means issued share capital which carries the right to unlimited participation in the distribution of income and capital of a company; "voting control" means being in a position to cast or control the casting of 90 per centum or more of the maximum number of votes that might be cast at a general meeting of a company (excluding any power to vote by any person by virtue of the provisions of any debentures or a trust deed securing the issue of such debentures).". 13. New s. 54AB. The Principal Act is amended by inserting after section 54A the following section:- "54AB. Duty payable where no dutiable instrument . (1) This section applies to- (a) a transaction, other than an acquisition of a business where the acquirer of the business is obliged to make up a statement under section 54A, which results in a person obtaining an estate or interest in any real property in Queensland or any land in Queensland held under a lease from the Crown or any livestock or moveable chattels acquired in the same transaction whereby he acquired that estate or interest in real property or leasehold estate; (b) a transaction which results in a person obtaining a tenancy or occupancy of land, tenements or hereditaments in Queensland in respect of which there is a written offer. (2) Where a person is a party to a transaction to which this section applies and that transaction is not effected or evidenced by an instrument which is chargeable- (a) in the case of a transaction of the kind specified in paragraph (a) of subsection (1), with duty under paragraph (4) under the heading "CONVEYANCE OR TRANSFER" in the First Schedule;

32 Stamp Act Amendment Act 1987, No. 4 or (b) in the case of a transaction of the kind specified in paragraph (b) of subsection (1), with duty under the heading commencing with the words "LEASE OR AGREEMENT FOR LEASE " in the First Schedule, that person shall, where he would have been liable to pay that duty had the transaction been effected or evidenced by an instrument chargeable with duty and had that instrument been executed, prepare and lodge with the Commissioner, within one month of entering into that transaction a statement in the prescribed form containing the prescribed information. (3) A statement prepared under subsection (2) in respect of a transaction specified in subsection (1) shall be deemed for the purposes of this Act to be an instrument of conveyance or an instrument of lease, as the case may be, of the property comprised therein and every person who is liable to prepare a statement in respect of that transaction shall be deemed to have executed that instrument. (4) Where more than one statement prepared under subsection (2) is lodged in respect of the same transaction the Commissioner may elect which statement shall be stamped. (5) The Governor in Council may by Order in Council exempt from the operation of this section a particular transaction or a particular class of transaction. (6) The Commissioner shall set off against the duty charged upon a statement prepared under subsection (2) any amount of duty which has been or, in the opinion of the Commissioner, will be paid under this Act on any other instrument which effects or evidences the transaction to which that statement relates. (7) A person who- (a) fails to prepare and lodge with the Commissioner a statement as required by subsection (2); or (b) makes or lodges a statement which is misleading or false in a material particular or omits a material particular, shall be guilty of an offence against this Act and liable to a penalty not exceeding 100 penalty units and to a further penalty of not more than twice the duty that would have been chargeable on the statement if it had been prepared as required by this section.". 14. Amendment of s. 68A . Trust deed in respect of debentures. Section 68A of the Principal Act is amended by omitting the expression "(1)" where it secondly occurs at the beginning of subsection (1).

Stamp Act Amendment Act 1987, No. 4 33• 15. Amendment of First Schedule. The First Schedule to the Principal Act is amended by- (a) in the provisions under the heading commencing with the words "AGREEMENT or any MEMORANDUM of an AGREEMENT", adding at the end of the list of exemptions the following exemption:- "(10) Any instrument in the nature of a transport consignment note of a standard form approved by the Commissioner. All instruments to which this list of exemptions applies are not required to be stamped as exempt. "• (b) in subparagraph (a) of paragraph (4) of the provisions under the heading "CONVEYANCE OR TRANSFER"- (i) in the first proviso, inserting after the words "property acquired is" the words "or includes"; (ii) in the second proviso, omitting the words "property acquired" and "duty payable" and substituting the words "prescribed principal place of residence" and "duty payable in respect of the prescribed first principal place of residence" respectively; (iii) adding immediately following the second proviso the following proviso:- "Provided still further that where the property acquired is or includes a prescribed first principal place of residence and the full unencumbered value of that property does not exceed $60,000 the duty payable shall be- (i) in respect of the value of the consideration which, in the Commissioner's opinion, is reasonably attributable to the principal place of residence ......................................... (ii) on the balance of the value of the consideration ................................................ Nil the duty which would have been payable under this paragraph (4) had the balance of the value of the consideration been the total value of the consideration for the sale of the property and had the property been sold for a purpose other than as a principal place of residence. ; (c) in the provisions under the heading commencing with the words

34 Stamp Act Amendment Act 1987, No. 4 "POLICIES OF INSURANCE", adding at the end of the proviso thereto the following exemption:- "Exemption Policies of insurance for- (a) the physical loss or damage to goods or merchandise and the loss of freight on goods or merchandise, carried by- (i) railway; or (ii) road, air or water transport; and (b) the physical loss or damage to hulls of water borne craft which are used primarily for commercial purposes.