Corporate reconstruction - interposing company (Form D10.1)

Interposing a new holding company usually means the new company acquires shares in the existing company, which can be a relevant acquisition attracting landholder duty. Section 409 of the Duties Act 2001 (Qld) exempts it where the new parent is a limited liability company dormant from registration until its resolution to become the parent, acquires at least 90% of the issued shares and voting control of the existing company, at least 90% of the consideration is shares in the new parent, each shareholder receives consideration equal in value to their shares, and immediately afterwards at least 90% of the new parent's shares are those issued as consideration. A company may apply for a ruling on a proposed acquisition (s 410) or the parties may apply for the exemption (s 411), each in the approved form. Form D10.1 (version 5, effective August 2026) is that form.

When you need it

• You plan to insert a new holding company above an existing company that holds Queensland land and want a ruling before you proceed (application for ruling).
• The interposition has happened and you are claiming the landholder duty exemption on the relevant acquisition (application for exemption).
• For transfers of property between group companies use Form D10.2 instead.

1. 1

   Parts A to D - applicant, address, contact and application type

   Give the applicant's name, ABN and client number, correspondence address and email, and a contact person and phone number. Tick whether this is an application for ruling or for exemption.

2. 2

   Part E - corporate group

   Give the corporate group's name (if any), the name and ABN of the existing company (attach a sheet if there is more than one), the name and ABN of the new parent company and its registration date.

3. 3

   Part F - shares

   State the number of issued shares the new parent has acquired or will acquire, and attach the shareholding details listed at question 10: shares on issue and holders in the existing company (including indirect holders), voting rights, and shares on issue, holders and voting rights in the new parent.

4. 4

   Part G - declaration

   An authorised person signs, declaring that the conditions in s 409 are met, that the transactions are solely for a corporate reconstruction, and that QRO will be notified on Form D10.3 within 28 days if the companies cease to be in the same group within 3 years.

• With a ruling application, include a draft Landholder duty statement (Form D3.3) and enough information for the Commissioner to rule. With an exemption application, include the executed Form D3.3 and enough information to assess (form guide; ss 410, 411).
• QRO also asks for information on the purpose of the transaction, how consideration was provided, a diagram of the corporate structure, an ASIC company extract (or equivalent) and, if applicable, certified foreign share registers, certificates of incorporation or constitutions.
• Send executed documents to GPO Box 2593, Brisbane Qld 4001. A ruling application for a proposed transaction can be emailed to duties@treasury.qld.gov.au.
• QRO says it processes these within 30 business days and has no urgent service.

• A ruling does not bind if the final documents differ materially from the drafts, the circumstances change materially, the information was false or misleading, or the law changes before the exemption is decided (s 411(4)).
• If within 3 years the transferor or transferee leaves the corporate group, lodge Form D10.3 within 28 days (ss 412, 413).
• Check the new parent really has been dormant since registration, as defined in the guide.