GST and registration of an administrator of a deed of company arrangement for two companies

Is the entity, an administrator of a deed of company arrangement (the Deed) over two companies, required to be registered twice for GST under section 58-20 of the A New Tax System (Goods and Services Tax) Act 1999 (GST Act), once for each company subject to the Deed?

Yes, the entity is required to be registered twice for GST under section 58-20 of the GST Act, once for each company subject to the Deed.

The entity is an administrator of the Deed. The Deed is for two separate companies, company A and company B. Company A and company B are incapacitated entities.

The Deed is executed by both companies and each company is separately subject to the Deed. However, contributions received under the Deed will not be separately identified for each company.

Company A and company B are registered for GST. The companies are not grouped.

Under section 58-20 of the GST Act, a representative of an incapacitated entity is required to be registered if the incapacitated entity is registered or required to be registered.

The term 'representative' is defined in section 195-1 of the GST Act. The definition of a representative includes an administrator of a deed of company arrangement executed by the incapacitated entity.

The entity is the administrator of a deed of company arrangement executed by company A and company B. Therefore, the entity meets the definition of a representative under section 195-1 of the GST Act. In addition, although the Deed is common to both companies, each company is separately subject to the Deed. Therefore, for the purposes of the GST Act, the entity is a representative of company A and a representative of company B.

Subsection 184-1(3) of the GST Act provides that a legal person can have a number of different capacities in which the person does things. In each of these capacities, the person is taken to be a different entity. Therefore, in accordance with subsection 184-1(3) of the GST Act, the representative of an incapacitated entity is, in that particular representative capacity, a separate entity for the purposes of the GST Act. If an entity is also the representative of other incapacitated entities, separate registration is required in respect of each representative capacity in which the entity acts.

As such, the entity is required to register separately for GST under section 58-20 of the GST Act for each company; once in its capacity as the administrator for company A and once in its capacity as administrator for company B. Note: Section 58-20 of the GST Act came into effect on 4 December 2009. Prior to 4 December 2009, section 147-5 of the GST Act required representatives of incapacitated entities to be registered in that capacity if the incapacitated entity was registered or required to be registered.