Northern Territory Consolidated Acts Northern Territory Consolidated Acts4. Interpretation
(1) In this Act:
agreement , in relation to a conveyance, includes:
(a) a memorandum of agreement;
(b) an arrangement or understanding, whether wholly or partly in writing or otherwise and whether or not between all the parties to the agreement, constituting or forming part of the agreement; and
(c) an application to transfer a licence under the Fisheries Act or to transfer a share, unit or other right or interest attaching to such a licence.
approved means approved for the purposes of this Act by the Commissioner.
associate , see subsection (2).
authorised stamp means a stamp approved by the Commissioner for use under this Act to denote the payment of duty (or that no duty is payable).
beneficiary includes an object of a discretionary trust.
brother / sister - a person is the brother or sister of another if they have one or both parents in common.
business undertaking includes all business undertakings whether or not carried on with a view to profit including a business carried on under or in pursuance of a franchise arrangement.
change in control , of a corporation - a change in control of a corporation occurs when a person, or a group of associates, becomes able to exercise, or to control (directly or indirectly) the exercise of, a majority of the votes exercisable at meetings of the directors or shareholders of the corporation.
change in control , of a trust includes the following:
(a) if a person has a power to appoint and revoke the appointment of the trustee:
(i) a change of, or a change in control of, the person who has the power; or
(ii) a variation in, or the transfer or some other disposition of, the power;
(b) a change of trustee, a change in control of a corporate trustee, or the appointment of an additional trustee;
(c) a change of, or a change in control of, a person in a position to make or influence (directly or indirectly) a decision to vest, or to refrain from vesting, an interest in the trust property in a beneficiary.
company includes a body, society, association, authority or institution, whether corporate or unincorporate, but does not include a partnership.
consideration , in relation to a conveyance, means the consideration for the conveyance without any deduction or discount for the amount of GST (if any) payable in relation to the supply of the property conveyed.
convertible Crown lease means a lease granted by or in the name of the Territory under the terms of which the lessee has the right to surrender the lease in exchange for the grant of an estate in fee simple in the land or part of the land held under the lease.
conveyance includes the following:
(a) the grant of property but not:
(i) the grant of a lease other than a convertible Crown lease; or
(ii) the grant of a patent;
(b) the transfer or assignment of property;
(c) the vesting of property in, or the accrual of property to, a person;
(d) the foreclosure of a mortgagor's equity of redemption in mortgaged property;
(e) a transaction that is taken to be, or treated as, a conveyance under this Act;
(f) an agreement to make a conveyance;
(g) an instrument effecting or evidencing a conveyance (including a decree, judgment or order of a court);
(h) an instrument, agreement, transaction or arrangement that would operate as a conveyance but for a statutory condition requiring Ministerial approval or registration.
conveyee means a person to whom property is granted, transferred or assigned, in whom property is vested, or to whom property accrues under a conveyance.
declaration of trust means a declaration (other than a declaration by will or testamentary instrument) that property vested, or to be vested, in the declarant is, or is to be, held in trust and includes such a declaration whether made unilaterally or by agreement and whether made with or without the knowledge of the beneficiaries.
discretionary trust means a trust under which:
(a) the identity of a beneficiary, or the quantum of the interest in trust property to be taken by a beneficiary, is to be determined by the trustee or some other person; or
(b) an interest in trust property vests if a discretion conferred under the terms of the trust is not exercised; or
(c) an interest in trust property has vested but is liable, under the terms of the trust, to be divested on the exercise of a discretion by the trustee or some other person;
and includes a trust classified by regulation as a discretionary trust but does not include a trust solely for charitable purposes or a trust of a class excluded by regulation from the ambit of this definition.
dutiable instrument means an instrument:
(a) that is classified as a dutiable instrument in Schedule 1; or
(b) that is liable to duty under any other provision of this Act.
dutiable property means:
(a) land;
(b) the goodwill of a business undertaking carried on or to be carried on in the Territory, or in the Territory and elsewhere, including any restraint of trade arrangement which, in the opinion of the Commissioner, enhances or is likely to enhance the value of the business;
(c) a right to use in the Territory a business name, trading name or trade mark that is used in connection with such a business undertaking;
(d) a right to use in the Territory a thing, system or process that is used in connection with such a business undertaking and is the subject of a patent, a registered design or copyright, or a right to use an adaption or modification of such a thing, system or process;
(e) a right to use in the Territory information or technical knowledge connected with such a business undertaking;
(f) a patent, a registered design or a copyright;
(g) a statutory licence or permission given, granted or issued under a law of the Commonwealth and used in connection with such a business undertaking, including a licence or permission for which an application for renewal is not made and the licence or permission, or a similar licence or permission, is given, granted or issued to another person where, in the opinion of the Commissioner, the giving, grant or issue amounts to or has the same effect as a transfer of the licence or permission;
(ga) a statutory licence or permission given, granted or issued under a law of the Territory and used in connection with a business undertaking wherever the undertaking is carried on or to be carried on, including a licence or permission for which an application for renewal is not made and the licence or permission, or a similar licence or permission, is given, granted or issued to another person where, in the opinion of the Commissioner, the giving, grant or issue amounts to or has the same effect as a transfer of the licence or permission;
(h) an option to purchase dutiable property or an interest in dutiable property; and
(j) chattels, if part of a transaction in which other dutiable property is conveyed, acquired or created or the beneficial ownership is changed, other than:
(i) goods, wares or merchandise that are stock-in-trade;
(ii) materials held for use in manufacture;
(iii) goods under manufacture;
(iv) livestock;
(v) any motor vehicle in respect of which a motor vehicle certificate of registration is or will, in the opinion of the Commissioner, be issued to the conveyee;
(vi) cash or money in an account at call; or
(vii) negotiable instruments, and money on deposit with any person,
and includes an estate or interest (which may be a partnership interest) in dutiable property.
dutiable transaction - a transaction is a dutiable transaction if:
(a) a liability to ad valorem duty is imposed under this Act in respect of the transaction; or
(b) an instrument effecting, or evidencing, the transaction is liable to ad valorem duty under this Act; or
(c) the transaction was not effected by an instrument but, if it had been, the instrument would have been liable to ad valorem duty under this Act; or
(d) a statement or return is required under this Act in relation to the transaction and the statement or return is liable to ad valorem duty.
dutiable value , see section 4AB.
duty means stamp duty.
entity A , for a merger vesting of property, see section 4E(2).
entity B , for a merger vesting of property, see section 4E(4).
execute , in relation to an instrument, means sign the instrument and, if the instrument is under seal, sign and seal the instrument, and, for the purposes of this Act, an instrument is first executed the first time that it is signed or, as the case may require, signed and sealed, by any party to it, but an agreement made by acceptance of an offer contained in an instrument is first executed when the offer is accepted in writing.
exempt entity , see section 4F(1).
exempt instrument or transaction means an instrument or transaction that:
(a) is exempt from duty under Schedule 2 or any other provision of this Act; or
(b) is exempted from duty under the regulations.
exempt use , see section 4F(2) and (3).
family means 2 or more persons connected with each other by family relationships.
family company means a company of which all shareholders are members of the same family.
family relationship means any of the following relationships:
(a) the relationship between a person and the person's spouse;
(b) the relationship between a person and the person's child or remoter lineal descendant;
(c) the relationship between a person and the child or remoter lineal descendant of the person's spouse;
(d) the relationship between a person and the person's brother or sister;
(e) the relationship between a person and the child or remoter lineal descendant of a brother or sister;
(f) the relationship between a person and the spouse of a person with whom a relationship exists under paragraph (b), (c), (d) or (e).
family trust means a trust established to benefit the members of a particular family and in which only members of the relevant family may be beneficiaries.
farm-in agreement means a written agreement under which a person is entitled to acquire an interest in (but not full ownership of) a mining tenement by carrying out exploration work, or contributing a proportionate part of the cost of exploration work to be carried out, on the area of that mining tenement after the date of the agreement.
farming land means land, or an estate or interest in land, that is farming property.
farming property means property used solely or principally for farming purposes and includes an estate or interest in such property.
farming purposes means:
(a) the business of primary production; or
(b) a purpose classified by regulation as a farming purpose.
financial market has the same meaning as in section 767A of the Corporations Act 2001.
franchise arrangement means an agreement or an arrangement by which a person authorises another person to use certain rights belonging to the first-mentioned person to engage in a business in a specified place for a specified period:
(a) in accordance with a specified system or marketing plan; or
(b) in a manner that will be substantially or materially associated with a trade mark, advertising or a commercial symbol that is:
(i) owned, used or licensed by the first-mentioned person; or
(ii) specified by the first-mentioned person.
franchisee means the person who is authorised under a franchise arrangement to use rights that belong to another person in accordance with the conditions specified in the franchise arrangement.
goods includes all chattels personal other than money or things in action.
Government Business Division has the same meaning as in the Financial Management Act .
GST has the same meaning as in the A New Tax System (Goods and Services Tax) Act 1999 of the Commonwealth.
instrument includes any document.
insurance means an undertaking of liability to make good, or indemnify against, loss or damage (including liability to pay damages or compensation), or insuring the payment of money, contingent upon the happening of a specified event, and includes:
(a) the accepting of a premium in consideration of the granting, issuing or renewal of a policy of insurance; and
(b) the granting of a cover note or receiving of a letter or declaration of interest attaching to a policy of insurance; and
(c) the carrying out, by means of insurance effected outside the Territory, of a contract or undertaking in the Territory to effect that insurance,
but does not include:
(d) re-insurance effected with another insurer; or
(e) the insurance of the hull of a floating vessel that is being used primarily for commercial purposes; or
(f) the insurance of goods or merchandise or the freight of goods or merchandise, carried by sea, land or air.
insurer means a person that grants, issues or renews, or intends to grant, issue or renew, a policy of insurance in respect of which duty is imposed.
interest in property includes the potential beneficial interest of an object of a discretionary trust.
interposed trust , for Part 3, Division 8A, see section 56C(1).
land means land in the Territory and includes:
(a) an estate or interest in land; and
(b) a lease of land or mining tenement (or an interest in a lease of land or mining tenement); and
(c) a fixture to land (including a tenant's fixture or a fixture associated with mining operations conducted, or formerly conducted, on the land).
land-holding corporation means a land-holding corporation as defined for Part 3, Division 8A and includes a unit trust scheme that is treated as a land-holding corporation for the purposes of that Division.
lease includes:
(a) a lease granted under an Act; and
(b) a sublease; and
(c) an agreement for a lease or sublease; and
(d) a franchise arrangement.
legislation includes subordinate legislation and an instrument made under principal or subordinate legislation.
lessee means:
(a) a person to whom a lease is granted or agreed to be granted; or
(b) a franchisee.
life insurance means insurance insuring the payment of money on death (not being death by accident only or specified sickness only) or on the happening of a contingency dependent upon the termination or continuance of human life (either with or without provision for a benefit under a continuous disability contract referred to in paragraph (c) of this definition), and includes:
(a) insurance under an instrument evidencing a contract that is subject to payment of premiums for a term dependent upon the termination or continuance of human life;
(b) insurance under an instrument securing the grant of an annuity for a term dependent upon the termination or continuance of human life;
(c) insurance under a continuous disability insurance contract (that is by its terms expressed to be of more than one year's duration and is incorporated in a life policy) under which a person is to become entitled to a benefit in the event of the occurrence, within the duration of the contract, of death by accident or by another cause specified in the contract, or injury or disability caused by accident or sickness; and
(d) insurance under a sinking fund policy insuring the payment of a sum, or series of sums, of money on a future date or dates in consideration of one or more premiums.
life insurer means a company carrying on the business of, or in relation to, the issuing of, or the undertaking of liability under, life policies and includes a person who receives or takes credit for a premium or consideration for any life insurance.
life policy means a policy effecting life insurance.
listed corporation , for Part 3, Division 8A, see section 56C(1).
listed unit trust scheme , for Part 3, Division 8A, see section 56C(1).
majority shareholder , of a corporation, means a person who has a substantial holding (as defined in section 9 of the Corporations Act 2001) related to voting shares carrying 50% or more of the votes attached to voting shares in the corporation.
marketable security means a marketable security not quoted on a recognised financial market and includes:
(a) a share in the capital of a company that is not quoted on a recognised financial market;
(b) a right (whether existing or future and whether contingent or not) of a person to have issued or transferred to the person a share of a kind referred to in paragraph (a), whether on payment of money or other consideration or not; and
(c) any right or interest (whether described as a unit, sub-unit or otherwise) of a beneficiary under a unit trust scheme that is not quoted on a recognised financial market.
merger vesting , of property, see section 4E.
merging entities , for a merger vesting of property, see section 4E(2) or (3).
merging entity or entities , for a merger vesting of property, see section 4E(4).
mining tenement means a statutory licence, lease or authorisation to explore for, recover or exploit resources (such as minerals or geothermal resources) to be found in or under the surface of the earth and includes an exploration licence or an exploration retention licence under the Mining Act .
motor vehicle certificate of registration means a certificate of registration issued on the registration or the transfer of the registration of a motor vehicle under the Motor Vehicles Act .
object , of a discretionary trust, means a person in whom an interest in the trust property might vest, or might be vested, under the terms of the trust.
partnership acquisition , see section 27(2).
partnership interest means a partnership interest as defined in Part 3, Division 3.
premium , in relation to insurance, means the gross amount charged or payable in respect of the insurance (which amount does not include any stamp duty paid or payable under this Act):
(a) without deduction for an amount paid or payable or allowed or allowable by way of discount or commission to an agent or other person for securing or arranging that insurance for or on behalf of the insurer; and
(b) without any deduction or discount for the amount of GST (if any) payable in relation to the supply of the insurance,
and includes an instalment of a premium.
primary production means:
(a) the growing or cultivation of trees, crops or other vegetation (including fungi) for sale or for sale of their produce; or
(b) the breeding, rearing or maintenance of living creatures for sale as food or for the production of skins, shells or bodily produce for sale.
property includes an estate or interest in property.
recognised financial market means a financial market that is a member of the World Federation of Exchanges or is declared by regulation to be a recognised financial market.
Registrar means the Registrar within the meaning of the Motor Vehicles Act .
related - a corporation is related to another corporation if they are related corporations under section 50 of the Corporations Act 2001.
relevant acquisition has the meaning in section 56P.
relevant entity , for a merger vesting of property, see section 4E(5).
rent includes any amount of GST payable in relation to the supply of the property for which rent is paid or payable.
responsible party , to a dutiable instrument or dutiable transaction, means the party responsible for the payment of duty on the instrument or transaction and includes, where a dutiable transaction is not effected by a dutiable instrument, a person who would have been liable to pay duty on a dutiable instrument if such an instrument had existed.
spouse includes de facto partner.
stamp duty means duty imposed under this Act or the former Stamp Duty Act .
statutory vesting means the vesting of property by or under legislation of the Commonwealth, a State or Territory of the Commonwealth or a jurisdiction outside Australia.
supply has the same meaning as in the A New Tax System (Goods and Services Tax) Act 1999 of the Commonwealth.
tax avoidance scheme has the meaning in section 4B.
trust property includes both capital and income of a trust.
trustee includes the following:
(a) a person constituted a trustee under an implied or constructive trust;
(b) an executor of the will, or an administrator of the estate, of a deceased person;
(c) a receiver, guardian, committee or manager of the property of a person under a legal or other disability;
(d) a receiver or manager of the property of a company or a liquidator of a company for the purpose of its winding-up.
unencumbered value of property, see section 4A.
unit trust scheme means any arrangements made for the purpose, or having the effect, of providing, for persons having funds available for investment, facilities for the participation by them, as beneficiaries under a trust, in any profits or income arising from the acquisition, holding, management or disposal of any property whatsoever pursuant to that trust.
unlisted unit trust scheme , for Part 3, Division 8A, see section 56C(1).
(2) A person is an associate of another if:
(a) they are members of the same family; or
(b) they are related corporations; or
(c) one is a corporation and the other is a director of, or a shareholder in, the corporation; or
(d) they are both trustees of the same trust, or of different trusts with a common beneficiary, or one is a trustee and the other is a beneficiary of the same trust; or
(e) a chain of relationships can be traced between them under one or more of the above paragraphs.
(3) Legislation is taken to provide for the statutory vesting of property if it makes a person or body the successor in title to property of another person or body.
(4) An instrument is duly stamped if the payment of duty on the instrument or the non-liability of the instrument to duty is indicated by:
(a) an authorised stamp on the instrument; or
(b) an endorsement made on the instrument in a manner and form approved by the Commissioner.