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D.C. Municipal Regulations (Last Updated: September 13, 2017) |
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Title 9. TAXATION AND ASSESSMENTS |
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Chapter 9-5. TAX ON RECORDATION OF DEEDS |
Section 9-517. TRANSFERS OF CONTROLLING INTERESTS
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517.1A transfer of an economic interest shall occur upon the conveyance of a controlling interest of any legal, equitable, beneficial or other ownership interest in the following:
(a)The shares of stock in a corporation;
(b)A partnership, association or other unincorporated entity; or
(c)A trust.
517.2For the purposes of this chapter, a controlling interest in the case of a corporation means:
(a)More than fifty percent (50%) of the total combined voting power of all classes of stock of the corporation; or
(b)More than fifty percent (50%) of the total fair market value of all classes of stock of the corporation.
517.3For the purposes of this chapter, a controlling interest in the case of a partnership, association, trust or other entity means more than fifty percent (50%) of the capital, profits or beneficial interests in the partnership, association, trust or other entity.
517.4A controlling interest may be transferred by conveyance, vesting, granting, bargaining, sale, or assignment.
517.5A conveyance may include any of the following:
(a) Surrender;
(b) Mortgage or deed of trust;
(c) The contribution of an interest in an entity to a trust;
(d) Liquidations;
(e) The withdrawal or addition of a member of a partnership, association or other unincorporated entity; or
(f) Any other transaction in which a beneficial interest is transferred.
Example (1): X corporation owns real property located in the District of Columbia, the value of which comprises more than eighty percent (80%) of the value of its entire tangible asset holdings. A, B, and C each own one-third (1/3) interests of X corporation stock. A buys B and C's interests to acquire a one hundred percent (100%) interest in X corporation. As purchase of B and C's interests must be recorded and is subject to the recordation tax.
Example (2): A and B are equal partners in a partnership. Over a twelve (12) month period the partnership adds eight (8) new equal partners. Partners C and D are admitted on January 1st, Partner E is admitted on March 1st and Partners F through J are admitted on May 1st. The addition of the third new partner, E, has the effect in the aggregate of transferring more than fifty percent (50%) of the total ownership interest in the partnership. The admission of partner E is a transfer of a controlling interest. However, a new twelve (12) month period starts whenever the tax is triggered (March 1st in our example) and the percentages of ownership acquired by the first, second and third new partners will not be considered or aggregated with the percentages acquired by the fourth or subsequent new partners.
517.6Transfers of controlling interests may include transfers of interests in entities related to the entity owning the real property located in the District, including the following:
(a) Entities that are partners and shareholders of the entity owning the real property;
(b) Entities that are beneficiaries of the entity owning the real property;
(c) Entities that derive, directly or indirectly, any portion of their receipts from ownership of the entity owning the real property; or
(d) Entities that hold as an asset any legal, equitable, beneficial or other ownership interest, whether directly or indirectly, of the entity owning the real property.
Example: Corporation A is a holding company whose sole asset is one hundred percent (100%) of the stock of Corporation B. Corporation B owns real property located in the District, the value of which comprises more than eighty percent (80%) of its entire tangible asset holdings. The transfer of a controlling interest in Corporation A is subject to the recordation tax.
517.7Ownership of notes or other receivables secured by interests in real property shall not result in the characterization of an entity as an entity with an interest in real property for purposes of this Act.
Example: X corporation holds notes or other receivables secured by real property located in the District. X holds no other interest in real property. The transfer of fifty-one percent (51%) of X corporation stock shall not be subject to tax.