Corporate reconstruction - Intra group transfer (Form D10.2)

Under s 406 of the Duties Act 2001 (Qld), transfer duty (and vehicle registration duty) is not imposed on a transfer of dutiable property carried out for a corporate reconstruction where neither party holds the property as trustee, the transferor and transferee are group companies, the consideration is not provided by or to outsiders except as the section allows, and the property is group property under s 407. Section 408 extends this to some transfers by trustees of fixed trusts, and s 409 to some landholder acquisitions. A company may apply for a ruling on a proposed transaction (s 410) or the parties may apply for the exemption (s 411), in the approved form. Form D10.2 (version 6, effective August 2026) is that form.

When you need it

• A parent company proposes to transfer land, a business or other dutiable property to a subsidiary, or between subsidiaries, as an internal restructure, and wants a ruling first.
• The transfer has happened and you are claiming the exemption.
• A relevant acquisition in a landholder occurs within the group; QRO says to lodge Form D10.2 with the Landholder duty statement (Form D3.3).
• For interposing a new parent company between a company and its shareholders, use Form D10.1.

1. 1

   Parts A to E - applicant and corporate group

   Give applicant details, contact person and application type (ruling or exemption). Attach a schedule for each group company (name, ACN or ABN, registration date, date it joined the group and shares held in other group companies) and, if any company that dealt with the property left or rejoined the group, the dates and the property held.

2. 2

   Part F - parties and relationship

   Name the transferor and transferee and confirm both are group companies (if not, no exemption applies). Tick each relationship that applies, such as being group companies before the property was first owned in the group, being group companies for 3 years, or a new parent and subsidiary relationship under s 409(1), and attach the extra shareholding details the guide lists for that case.

3. 3

   Part G - the transaction

   Describe the property and transaction (with the date if claiming an exemption), the history of earlier transfers within the group back to acquisition from outside it, and any previous ruling or exemption.

4. 4

   Trust and consideration questions

   Answer whether the transferor holds the property as trustee (with the fixed trust conditions) and whether the transferee will hold it as trustee (if yes, no exemption). Then answer the three consideration questions; a 'yes' to any means the exemption does not apply.

5. 5

   Part H - declaration

   An authorised person declares the transaction is for internal restructuring only and undertakes to notify QRO on Form D10.3 within 28 days if, within 3 years, the companies leave the group or consideration is provided other than as s 406 permits.

• For a ruling, attach drafts of the documents (or a Form D2.3 if there will be none). For an exemption, attach the executed documents and a Dutiable transaction statement (Form D2.2), plus Form D2.3 if there are no documents (form guide).
• Include the purpose of the transaction, how consideration is funded, a group structure diagram and ASIC extracts, as QRO lists.
• Send executed documents to GPO Box 2593, Brisbane Qld 4001; a ruling application can be emailed to duties@treasury.qld.gov.au. QRO aims to process within 30 business days, with no urgent service.

• Funding by a financial institution loan on ordinary commercial terms, or by another group company, does not break the consideration condition (s 406(3)).
• For lots on a plan, the group property rules have extra provisions in s 407(3) and (4), as the form notes.
• The reassessment obligation runs for 3 years even if you hold a ruling (s 412(3)).