Duty on Documents and Transfers Act (Cap. 364), article 42C

42C. (1) A duty of two euro for every one hundred euro or part thereof of the amount or value of the consideration or the real value, whichever is the higher, of an interest in a partnership shall be charged: (a) on every document whereby an interest in a partnership, other than in a foreign partnership, is transferred to or by a ny person in Malta; (b) on a deemed transfer of an interest in a partnership referred to in sub-article (3), other than in a foreign partnership; (c) on every notice of the transfer causa mortis o f a n interest in a partnership made in accordance with article 45. For the purpose of this article a transfer of an interest in a partnership shall include a tran sfer of a full or partial inter est and any alienation of any such full or partial interest in a partne rship and the term "foreign partnershi p" shall mean a partnership, wh ich satisfies all of the following conditions: (i) it is not a "prop erty partnership"; Cap. 123. (ii) it does not hold marketable securities in a company registered in Ma lta as defined in article 2 of the Income Tax Act ; Cap. 386. Cap. 168. (iii) it is not constituted, incorporated or registered under the Companies Act or under the Commercial Partnership s Ordinance or under any other law in force in Malta. DUTY ON DOCUMENTS AND TRANSFERS [CAP. 364. 41 Cap. 123. For the purpose of this paragraph "property partnership" shall have the same meaning assigned to it in article 2(1) of t he Income Tax Act but the provisos to the said definition shall not apply: Provided that upon any restructuring of holdings through mergers, de-mergers, amalgama tions and reorganisations, no duty shall be chargeable on: (a) the transfer by an individual of a partnership interest, held in his own name, where had such partnership been a company, it would have been considered as forming part of a group of companies, in exchange of shares in a company or companies or interests in another partnership or partnerships, that would have been considered to form part of the same group had the partnership or partnerships referred to above been a company or companies; (b) the exchange of a partnership interest for shares from one company to another where the company receiving the shares and the company whose shares are being exchanged are companies forming part of the same group of companies; (c) the transfer of a partnership interest for consideration from a company or partnership to another company or partnership, where the transferor and the transferee form part of the same group of companies or where any or both of them are partnerships, would have been considered to form part of the same group if they had been a company or companies: Provided further that where any partnership referred to in the immediately preceding proviso is a "property partnership ", the immediately preceding proviso s hall only apply where the indivi dual, direct or indirect, beneficial owners of the companies referred to in the said proviso are the same a nd each such individual holds, d irectly or indirectly, substantially the s ame percentage interest in th e nominal share capital and voting rights in each of the said com panies both before and after the transfer or exchange, as the case may be. The provisions of article 32(6)(b) shall apply mutatis mutandis f o r the purpose of making such determination. For the purpose of this proviso "property partnership" shall have the same meaning assigned to it in article 2(1) of the Income Tax Act but the provisos to the sai d definition shall not apply: Provided also that the immediatel y preceding proviso shall not apply, where the said companies are, directly or indirectly, ow ned as to eighty percent (80%) or more by a company whose securities are listed on a stock exchange recognised b y the Commissioner for the purp ose of this provision. (2) The provisions of article 42(2) shall apply mutatis mutandis 42 CAP. 364.] DUTY ON DOCUMENTS AND TRANSFERS to this article and references to the term "company", where applicable, shall be deemed to be references to a "partnership" and references to "sub-article (1)" shall be deemed to be reference s to "sub-article (1) of article 42C". (3) Where a person acquires or increases a partnership share, there shall be a deemed transfer of an interest in the partners hip (to that partner and from the other p artners). "Partnership share" means the share to which a person is entitled in the income of the partnership and to the assets available for distribution on the winding up of the partnership: Provided that this sub-article shall only apply where the partnership in question is a commercial partnership en nom collectif or commercial partnership en commandite the capital of which is not divided into shares. (4) Notwithstanding the provisions contained in this Act, the Minister may make rules determining the method of calculation o f the amount or value chargeable to duty in relation to a transfe r or deemed transfer of an interest in a partnership and to prescrib e any matter that may be pr escribed in relation to such transfer. Transfer of marketable securities and of interests in partnerships executed in Malta or abroad. Amended by: L.N. 274 of 2010. Substituted by: IV . 2011.38.