Checklist · Mergers & Acquisitions / Private Equity
Foreign resident capital gains withholding checklist for a share or asset acquisition
A checklist for the purchaser: clearance certificates for taxable Australian real property, and residency or non-IARPI declarations for other assets, including shares that may be indirect Australian real property interests.
- Kind
- Checklist. Steps or checks to work through and tick off.
- Where it applies
- Australia
- AI use
- Yellow You and the tool draft together, with you directing. You check every statement you rely on.
- Law stated as at
- 22 October 2026
- Status
- Maintained. Checked on 22 October 2026 against the 3 authorities it cites, for Australia.
- Version
- 1
- Source
- Written for this library
When to use it
Use before exchange and again before completion of a share sale or business and asset sale, and on any purchase of Australian land. The purchaser withholds if the vendor does not produce the right clearance or declaration in time.
Used for these tasks
Each task page says how far AI may help with the task and what the lawyer must review.
How AI may be used
AI may list the vendors, the asset type and the document each one must produce, from the contract and the title or share register; the lawyer decides whether withholding applies and the amount.
AI may
- List each vendor and whether the asset is taxable Australian real property or another CGT asset
- Check the expiry date on a clearance certificate or declaration against the settlement date
- Flag a transaction at or above $50 million where a non-IARPI declaration needs an ATO notification
AI must not
- Must not decide that shares are, or are not, indirect Australian real property interests
- Must not treat a residency declaration as a substitute for a clearance certificate on taxable Australian real property
- Must not calculate or remit the withheld amount
The lawyer checks
- The contract date is used for the rate: 15% of market value for contracts signed on or after 1 January 2025
- Each Australian-resident vendor of taxable Australian real property has their own clearance certificate, valid at settlement
- Any residency or non-IARPI declaration is in writing, names the legal owner, covers the settlement date, and was signed no more than 6 months before it is used
- The purchaser has no information that a declaration is false, and any $50 million non-IARPI notification was made
Method: how the Green, Yellow and Red levels are decided. This is guidance for planning, not legal advice.
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