CGT and Property Transactions Lesson Plan and Teaching Materials

Executive summary

This lesson equips learners to integrate Capital Gains Tax (CGT) compliance into real-world property conveyancing, with particular attention to how tax systems “hook into” title transfer, settlement, and registration. In common‑law jurisdictions, the legal transfer of property often occurs at registration (or at least at completion/settlement), while the CGT “tax moment” may occur earlier (e.g., at contract/exchange). The practical challenge is to align (i) CGT timing rules, (ii) withholding/clearance mechanisms, and (iii) conveyancing workflow constraints so that transactions settle and register without creating post‑closing tax risk or unplanned cash retentions.

Because you did not specify a jurisdiction, the lesson is structured around a comparative framework and then grounded in three common‑law examples that directly illustrate “CGT clearance” or “conveyancing‑embedded CGT collection”:

• Zimbabwe (ZIMRA): CGT compliance is explicitly tied to registration by statute. Under the Capital Gains Tax Act, where CGT is not withheld under the withholding regime, the Registrar of Deeds must not execute/attest/register the acquisition unless a ZIMRA certificate states the CGT payable has been paid.
• Australia (ATO): “Foreign resident capital gains withholding” (FRCGW) is a purchaser withholding regime in Subdivision 14‑D of Schedule 1 to the Taxation Administration Act 1953, with an explicit Commissioner clearance certificate mechanism. A clearance certificate can prevent the purchaser from having to pay a withholding amount to the Commissioner.
• South Africa (SARS): section 35A of the Income Tax Act imposes withholding on amounts paid by a purchaser to a non‑resident seller of immovable property, with directive (NR03) and purchaser declaration (NR02) procedures and defined roles for conveyancers and estate agents (including written notice duties).

A fourth comparator is used to sharpen the learning: United Kingdom (HMRC) does not require CGT clearance for title registration in the same way; instead it relies on rapid post‑completion reporting and payment (e.g., 60‑day CGT reporting on UK residential property) while still using contract‑timing rules for CGT “time of disposal” in the primary statute.

By the end of the lesson, learners should be able to: (1) map the conveyancing process end‑to‑end; (2) identify CGT “clearance points” and withholding triggers; (3) coordinate document flows among seller, purchaser, conveyancer, registrar, and tax authority; and (4) implement risk‑managed settlement mechanics (escrow/retention, undertakings, and checklist-based workflow).

Learning objectives and session design

Learning objectives (what learners must be able to do):
1. Explain the standard property sale and conveyancing lifecycle (contract → pre‑settlement compliance → settlement → registration) and identify the core actors (seller, buyer, estate agent, conveyancer/attorney/solicitor, lender, registrar/land registry, tax authority).
2. Distinguish CGT timing (when the disposal is treated as occurring for tax) from settlement/registration timing, and explain why this mismatch drives clearance/withholding design.
3. Define “CGT clearance” in conveyancing terms and compare three functional models: - “Registration gate” certificates (Zimbabwe)
- “Purchaser withholding unless clearance” (Australia)
- “Non‑resident seller withholding with directive/return process” (South Africa)
4. Use statutory sources and official guidance to determine: who applies, when, what documents are required, how long it can take, and what happens if the clearance/withholding step is missed.
5. Implement a conveyancer-grade workflow including: checklists, risk point controls, escrow/retention structures, and settlement instructions aligned with the governing rules.

Recommended session length: 150–180 minutes (highly procedural topic; learners benefit from walkthroughs and document drafting).

Suggested pre-reading packet (send 48 hours prior):
- Zimbabwe: Capital Gains Tax Act (updated compilation) sections defining “depositary,” depositary withholding and clearance certificates, and the registration gate rule.
- Australia: Taxation Administration Act 1953 (Schedule 1, Subdivision 14‑D) sections 14‑200 and 14‑220; Treasury explanatory materials on the 15% rate and threshold removal.
- South Africa: SARS external guide “Amounts to be Withheld When a Non‑Resident Sells Immovable Property,” especially the summary, forms (NR02/NR03), processing time, and notice/liability rules for conveyancers/estate agents.
- UK comparator: TCGA 1992 s28 and HMRC guidance on 60‑day reporting and payment on UK residential property.

Conveyancing lifecycle and CGT timing fundamentals

Property sale and conveyancing process

Core actors and what they “control”:
- Seller/Vendor: provides title, disclosure info, residency status/IDs, acquisition cost evidence (for CGT computation), and tax clearance/certification where required.
- Buyer/Purchaser: funds the purchase, signs contractual documents; in withholding jurisdictions may carry statutory payment obligations (e.g., Australia: purchaser must pay an amount to the Commissioner if conditions are met).
- Conveyancer/Solicitor/Attorney: holds and disburses settlement funds, prepares and lodges instruments for registration, and frequently performs tax-facing tasks (Zimbabwe: “depositary” expressly includes conveyancer/legal practitioner/estate agent holding price monies; South Africa: conveyancer/estate agent participates in NR02/NR03 workflow and has notice duties).
- Registrar/Land Registry (e.g., Registrar of Deeds): records title transfer; may be legally prohibited from registering without a tax certificate in some regimes (Zimbabwe).
- Tax authority: issues certificates/directives, receives withholdings, and enforces compliance (ZIMRA issues a CGT clearance certificate once amounts due are paid and the transaction is finalized; SARS administers s35A withholding; Australia’s Commissioner issues clearance certificates under s14‑220).

Lifecycle steps (teach as a standardized pipeline with jurisdictional overlays):
1. Contracting phase (offer/acceptance → exchange/signing).
2. Pre‑settlement phase (conditions precedent, finance, due diligence, drafting transfer instruments, compliance checks).
3. Tax and regulatory “gates” (CGT clearance, withholding directives, other certificates like municipal/rates clearance depending on jurisdiction; Zimbabwe explicitly contemplates a “rates clearance certificate” alongside a CGT certificate in practice).
4. Settlement/Closing (purchase price paid, transfer docs executed/delivered, possession changes as agreed).
5. Registration/Title update (lodgement at registry/Deeds Office; registration completes the record of ownership change; Zimbabwe’s statute can block this step without the ZIMRA certificate).

CGT timing vs settlement timing: the recurring exam trap

Even where conveyancing “completes” at settlement or registration, CGT law can assign the disposal to the contract date. Two high‑value teaching anchors:

• UK (statutory rule): TCGA 1992 s28 provides that where an asset is disposed of and acquired under a contract, the time of disposal/acquisition is the time the contract is made, not the time the asset is conveyed/transferred; conditional contracts shift timing to when the condition is satisfied.
• UK (administrative reporting clock): for UK residential property, HMRC generally requires reporting and paying CGT within 60 days of completion (for completion dates on or after 27 October 2021), even though the CGT “time of disposal” rule may point to contract timing for substantive tax computations.

Teaching point: property conveyancing has at least three potentially relevant dates: - contract/exchange date (can be CGT “time of disposal” in statute),
- settlement/completion date (often cashflow moment and withholding point),
- registration date (legal title record update; sometimes a statutory gate).

Learners must learn to ask: Which date drives (i) CGT measurement, (ii) CGT reporting, (iii) withholding/clearance conditions, and (iv) registry acceptance?

CGT clearance and withholding mechanisms in property transfers

What “CGT clearance” means in conveyancing practice

For this lesson, define CGT clearance as:

A tax authority-issued certificate or directive that either (a) confirms CGT has been paid (or arrangements are acceptable), enabling registration/transfer, or (b) instructs parties that withholding is not required or is reduced, enabling settlement without over-withholding.

This needs to be taught as a transaction control point: it affects whether settlement can proceed, whether purchase monies must be retained, and whether registrars will accept registration documents. Zimbabwe’s CGT page explicitly states the CGT clearance certificate is used “to facilitate the transfer of the property to the new owner” and is issued once amounts due are paid and the transaction is finalized by ZIMRA.

Comparative statutory models

Zimbabwe: clearance as a registration gate plus a withholding system

Zimbabwe combines a withholding-tax collection architecture with an explicit registration gate.

Who counts as a conveyancing “depositary” (and why this matters):
The Capital Gains Tax Act expressly defines “depositary” to include a conveyancer or legal practitioner (and estate agent or other person) who holds settlement monies and must pay them to the seller on completion/transfer, among other listed institutions.
This makes the conveyancer a statutory collection node rather than a passive stakeholder.

Withholding obligation and payment timeline (conveyancing integration):
A depositary who pays an amount held as depositary to or for the seller’s credit as a consequence of the sale/transfer must withhold capital gains withholding tax and pay it to the Commissioner no later than the 3rd working day from the date payment was made, unless the Commissioner allows further time for good cause.

Clearance certificate to avoid withholding:
A depositary need not withhold if, before paying the amount to/for the seller, the depositary or seller applies for a clearance certificate, provides required information, and the Commissioner is satisfied (among other things) that no CGT is likely payable or CGT payable is likely less than the withholding amount and that adequate arrangements exist for paying any CGT due.

Registration gate rule (the “hard stop”):
Where CGT is not withheld in terms of the withholding part, no registration of acquisition of a specified asset may be executed/attested/registered by the Registrar of Deeds unless a certificate issued by ZIMRA states any CGT payable has been paid.

ZIMRA administrative requirements (document-driven workflow):
ZIMRA’s public CGT guidance lists typical documents for obtaining clearance, including a completed CGT form (CGT1), ZIMRA registration form (REV1), agreement of sale, deed of transfer/share certificate, proof of payment, IDs for seller and buyer, utility bills for certain relief claims, and power of attorney if parties are abroad.

Key case law teaching point (Zimbabwe):
In Mariane Sabeta v Commissioner General Zimbabwe Revenue Authority (HH79‑12), the dispute included ZIMRA’s refusal to accept payment/issue a CGT clearance certificate due to alleged earlier illegality in prior transfers; the judgment discusses compelling ZIMRA to perform statutory duties and the practical impact of CGT clearance on transfer.
Use this case to teach: “clearance mechanisms can become choke points; administrative law remedies (e.g., mandamus) may be invoked where an authority refuses to act within statutory bounds.”

Australia: purchaser withholding unless cleared

Australia’s model is structurally different: the statutory lever is on the purchaser, not the registrar.

Core charging mechanism (Schedule 1, Subdivision 14‑D):
Section 14‑200 provides that a purchaser must pay an amount to the Commissioner if they become owner of a CGT asset from one or more entities under a transaction and the statutory conditions are met. It sets a key timing rule: the purchaser must pay the amount on or before the day the purchaser provides the financial benefit (the settlement/closing cashflow moment).

Clearance certificate statutory basis:
Section 14‑220 empowers the Commissioner to issue a certificate stating, based on information before the Commissioner, nothing suggests the entity is or will be a foreign resident during a specified period; the certificate may be issued on application in the approved form and is in writing.

How clearance interacts with withholding obligations:
Section 14‑210 sets out conditions relevant to whether an entity is treated as a relevant foreign resident for the transaction and includes an exception where, before the purchaser pays under s14‑200, the vendor gives a certificate issued under s14‑220(1) covering the time the transaction is entered into (for taxable Australian real property and certain related interests).

Penalty risk for false declarations (compliance integrity):
Section 14‑230 creates administrative penalties (in penalty units) for knowingly, recklessly, or without reasonable care making false or misleading declarations under the regime.

Practical ATO guidance (timelines and validity):
ATO public instructions (as crawled) state that vendors should not wait until contract signing to apply; processing can take up to 28 days, the clearance certificate is valid for 12 months, and it must be provided to the purchaser at or before settlement to ensure no withholding occurs.

Recent reform context (rate and threshold):
Australian Treasury consultation materials and explanatory documents describe reforms to increase the FRCGW rate from 12.5% to 15% and remove the prior threshold (so that withholding applies regardless of market value for relevant CGT assets), applying to acquisitions on or after the later of 1 January 2025 and commencement.

South Africa: non-resident seller withholding with directive and notice framework

South Africa’s section 35A model targets a practical enforcement challenge: collecting tax on gains where the seller is outside the jurisdiction.

Withholding rates and threshold framing (as summarized by SARS):
SARS guidance states that where section 35A applies, the purchaser must withhold: 7.5% (natural person seller), 10% (company seller), or 15% (trust seller). SARS further notes that section 35A generally does not apply if aggregate amounts payable do not exceed R2 million; where value exceeds R2 million, “the withholding amount applies to the full purchase price” (as stated in the guide).

Directive mechanism (functional “clearance”):
The seller may apply for a directive that no amount or a reduced amount be withheld, based on factors such as security for tax, whether the seller is subject to tax on the disposal, and whether actual liability is less than the percentage withholding.

Workflow integration with conveyancing and transfer duty administration:
SARS guidance describes the NR03 directive application and NR02 purchaser declaration workflow; notably it states that when applying for a transfer duty receipt, the conveyancer must indicate that s35A is applicable and upload NR02 or NR03 with the deed of sale.

Processing time (planning-critical):
SARS states a processing time of 21 business days for the tax directive application/return handling in this context.

Notice duties and liability exposure for conveyancers/estate agents:
SARS guidance includes a rule that an estate agent and conveyancer who is entitled to remuneration must, before payment is made to the seller, notify the purchaser in writing that the seller is a non‑resident and that section 35A may apply; failure can create joint and several liability (limited to remuneration) if they should reasonably have known the seller is non‑resident.

Comparative table of clearance procedures, timelines, and “cost” drivers

“Costs” here should be understood as (i) direct statutory/administrative fees (rarely explicit), (ii) withheld cashflow/retention amounts, (iii) professional time and delay risk, (iv) penalty/interest exposure.

Zimbabwe statutory hooks and depositary role:
Australia withholding/clearance and timing:
South Africa rates/directive/processing and notice duties:
UK time of disposal and 60-day reporting:

Interaction with conveyancers and registrars, and practical workflow

How conveyancers and registrars are “hardwired” into CGT compliance

Zimbabwe (strong integration):
- The conveyancer is explicitly part of the withholding design because the statute’s “depositary” definition includes a conveyancer/legal practitioner/estate agent holding the purchase price for a sale of immovable property.
- The registrar is explicitly part of tax enforcement because the Registrar of Deeds may not register where CGT is not withheld unless a ZIMRA certificate states CGT payable has been paid.

Australia (moderate integration):
- The registrar is not the principal enforcement node for CGT clearance; the key enforcement node is the purchaser’s settlement payment obligation (payable on or before providing the financial benefit).
- Conveyancers/settlement agents operationalize the withholding mechanics at settlement by ensuring a clearance certificate is obtained and delivered, or by ensuring withholding payment is made as required. The clearance certificate is grounded in statute (s14‑220).

South Africa (targeted integration; non-resident focused):
- SARS makes conveyancers and estate agents part of the compliance chain through (i) filing/communication steps (NR02/NR03 and transfer duty workflow) and (ii) a notice duty: they must notify purchasers in writing where the seller is non-resident and section 35A may apply (with joint/several liability consequences limited to remuneration).

Practical workflow for property transactions: a teachable “control framework”

Teach learners to operationalize CGT compliance through four embedded controls:

Control one: classify the transaction and identify the CGT hook early
- Identify asset type (immovable property vs shares in land-holding entity vs condominium interests vs cessions). Zimbabwe’s Part IIIA definitions and registration-gate rules explicitly contemplate immovable property and related interests.
- Identify residency (seller subject to non-resident withholding regimes). South Africa requires purchaser withholding where the seller is non-resident in the specified circumstances.
- Identify whether there is a clearance certificate path that changes cashflow (clearance directives/certificates).

Control two: appoint the “tax document owner” in the transaction
- Zimbabwe: conveyancer is often the owner/operator because the conveyancer is legislatively a “depositary” and is part of the clearance/withholding pipeline.
- Australia: vendor must apply for and supply clearance certificate; treat it as a CP for settlement and include a clause obligating delivery before settlement.
- South Africa: seller applies for directive (NR03), purchaser/conveyancer provides declaration (NR02) and uploads in transfer duty receipt process.

Control three: align settlement mechanics with statutory withholding timing
- Australia: purchaser must pay on or before providing the financial benefit (settlement moment). That means “holdback until later” is not a legal option if the obligation has already arisen; a retention clause should be used to ensure funds are available at settlement for the required payment to the Commissioner.
- Zimbabwe: depositary withholds from amounts held and must pay within 3 working days of payment. Settlement statements should schedule and evidence that payment.
- South Africa: SARS provides specific guidance on when deposits are treated (deposit paid to secure disposal until agreement becomes unconditional is handled differently; any required withholding is withheld from later payments once unconditional) and provides consequences for failure including purchaser interest and a 10% penalty.

Control four: treat registration as a compliance milestone, not an administrative afterthought
- Zimbabwe’s Deeds registration can be legally blocked without a ZIMRA certificate, which creates an obvious “registration gate” risk if clearance is not secured.
- As a comparator, UK conveyancing documents (like AP1) demonstrate how registries define the conveyancer role in registration applications under land registration rules; this is helpful when teaching cross‑system conveyancing literacy even though UK CGT does not require a clearance certificate for registration.

Conveyancing workflow flowchart with CGT clearance points

flowchart TD
  A[Contract / Agreement of Sale signed] --> B[Conveyancer instructed; KYC, title search, due diligence]
  B --> C{CGT compliance model?}

  C -->|Zimbabwe-style: registration gate & depositary withholding| Z1[Compute/assess CGT or withholding]
  Z1 --> Z2[Submit CGT forms + supporting docs to tax authority]
  Z2 --> Z3{Clearance certificate issued?}
  Z3 -->|Yes| Z4[Prepare transfer docs; settlement statement; lodge for registration]
  Z3 -->|No| Z5[Hold/withhold funds as required; resolve queries; re-submit]
  Z4 --> Z6[Registrar registers transfer only if required tax certificate submitted]
  Z6 --> R[Registration completed]

  C -->|Australia-style: purchaser withholding unless clearance| AU1[Vendor applies for Commissioner clearance certificate]
  AU1 --> AU2{Clearance certificate provided at or before settlement?}
  AU2 -->|Yes| AU3[Proceed to settlement; normal disbursements]
  AU2 -->|No| AU4[Purchaser withholds statutory % and pays to Commissioner at settlement]
  AU3 --> AU5[Lodge registration after settlement]
  AU4 --> AU5
  AU5 --> R

  C -->|South Africa-style: non-resident seller withholding + directive| SA1[Determine seller residency; threshold; rates]
  SA1 --> SA2[Seller applies for directive (NR03) if needed; purchaser/conveyancer prepares NR02]
  SA2 --> SA3{Directive reduces/zeroes withholding?}
  SA3 -->|Yes| SA4[Settle per directive; upload forms as required in transfer duty workflow]
  SA3 -->|No| SA5[Withhold % from payments; pay SARS; complete filings]
  SA4 --> SA6[Lodge for registration; complete transfer process]
  SA5 --> SA6
  SA6 --> R

Zimbabwe registration gate:
Australia clearance certificate and settlement timing:
South Africa directive/NR02/NR03 and notice/liability:

Templates and teacher handouts

The following are teaching templates designed to be jurisdiction‑adaptable. Replace bracketed items with local statutory citations and official forms.

Template for CGT clearance certificate request

Subject: Request for CGT Clearance / Directive for Property Transfer (Property: [Description])

To: [Tax Authority Office / Unit]
From: [Seller / Conveyancer / Authorized Representative]
Date: [Date]
Reference: [Taxpayer TIN / File No.; Conveyancing Ref.]

1. Transaction summary
- Seller/Vendor: [Name, ID/Passport, Address, Residency status]
- Buyer/Purchaser: [Name, ID/Passport, Address]
- Property: [Title deed details / stand number / registry reference]
- Contract date: [ ]
- Settlement/completion date (expected): [ ]
- Consideration / purchase price: [Currency] [ ]
- Agent/conveyancer holding funds (if any): [Name, firm; trust account reference]

2. Clearance sought (select one; delete others)
A. Registration clearance certificate confirming CGT payable has been paid / arrangements are acceptable for transfer/registration (Zimbabwe-style).
B. Withholding clearance certificate confirming withholding need not occur or can be reduced (e.g., Zimbabwe depositary clearance certificate) because expected CGT is nil or less than withholding and adequate arrangements exist.
C. Directive/variation reducing or eliminating non-resident seller withholding (South Africa NR03-type directive).
D. Commissioner clearance certificate stating nothing suggests the entity is or will be a foreign resident for a specified period (Australia s14‑220 model).

3. Attachments
- Agreement of sale/contract
- Title deed / deed of transfer copy
- Proof of acquisition cost and improvements (if required)
- IDs and proof of address
- Any statutory forms required (e.g., CGT1/REV1 where applicable; NR02/NR03 in South Africa framework)

4. Request
Please issue the requested clearance/directive by [date], given settlement/registration scheduling constraints. Provide any requisitions or additional information requests to: [email/phone].

Signed: ________
Name/Capacity: [Seller / Conveyancer / Representative]

Conveyancer checklist for CGT and property transactions

Use this as an in-class handout and as a “workflow spine.” It is intentionally cross‑jurisdictional.

Intake and classification
- Confirm identity of parties (KYC) and authority to sign; note if power of attorney is used. (Zimbabwe CGT admin lists POA as a required document where parties are abroad.)
- Confirm asset type and registry references; obtain title deed copy.
- Record contract date and expected settlement/registration dates (for CGT timing and reporting).

CGT timing and reporting
- Determine “time of disposal” rules (e.g., contract date under TCGA 1992 s28 for UK comparator; ensure learners understand the legal distinction).
- Identify any accelerated reporting/payment rules (e.g., UK 60-day reporting from completion).

Residency and withholding/clearance gate
- Zimbabwe: treat conveyancer as “depositary” where holding price monies; confirm withholding duties and/or clearance certificate route; diarize 3-working-day payment window if withholding applies.
- Australia: require vendor clearance certificate under s14‑220 to avoid purchaser withholding; diarize time to apply (up to 28 days processing, 12-month validity per ATO guidance snippet) and ensure certificate is delivered at/before settlement.
- South Africa: determine whether seller is non-resident and whether section 35A threshold applies; if so, coordinate directive (NR03) and purchaser declaration (NR02), including SARS-stated processing time (21 business days) and written notice duties to purchaser.

Settlement mechanics
- Draft settlement statement with a dedicated tax line item (withheld amount / payment reference / confirmation of certificate).
- Confirm who is responsible for remitting withheld amount and what evidence will be exchanged.
- If retention is used, ensure it does not conflict with statutory “pay at settlement” requirements (Australia requires payment on or before providing the financial benefit).

Registration readiness
- Zimbabwe: confirm ZIMRA certificate is in hand because the statute can bar registration without it where CGT not withheld.
- Prepare lodgement package; ensure correct signatory capacities and supporting evidence of identity (compare to registry practice requirements in other systems; UK AP1 materials illustrate identity evidence considerations and conveyancer definition).

Transfer/settlement instruction template

Settlement instruction (to settlement agent / conveyancer trust account)

Transaction: [Property description]
Settlement date/time: [ ]
Funds available: [ ]

Disbursements (in priority order):
1. Purchase price to seller: [amount], subject to retention/withholding below.
2. Tax authority withholding payment (if required):
- Amount: [ ]
- Statutory basis: [e.g., s14‑200; Zimbabwe Part IIIA depositary withholding; SA s35A]
- Payment due timing: [on/before settlement / within 3 working days / per SARS rules]
- Evidence to circulate: [receipt/reference + copy in file]
3. Conveyancing fees and disbursements: [ ]
4. Registry and other statutory fees: [ ]
5. Balance (if any) to seller: [ ]

Condition precedent to settlement (if applicable):
- Vendor must provide [clearance certificate / directive] at or before settlement; if not, apply withholding and remit per statute.

Sample escrow/retention clause

This clause should be adapted to local law and should be reviewed for enforceability and regulatory trust account rules.

Clause: CGT clearance / withholding retention
1. Clearance delivery obligation: The Seller must provide the Purchaser (or the Purchaser’s conveyancer) with a valid CGT clearance certificate/directive on or before settlement. (Australia conceptually: s14‑220 certificate; Zimbabwe: ZIMRA certificate enabling registration; South Africa: directive/NR03 where applicable.)
2. Retention mechanism: If the required certificate or directive is not provided by settlement, the Purchaser’s conveyancer is authorized and instructed to retain from the settlement funds an amount equal to the statutory withholding amount (or such varied amount as notified by the tax authority), and to remit that amount to the tax authority in accordance with the statutory due date.
3. Adjustment/refund: Any retained amount exceeding the seller’s final assessed liability, if refundable under applicable law, is for the Seller’s account and must be claimed through the statutory refund/credit process. (Example: South Africa describes withheld amount as an advance payment; Australia Treasury materials describe the withheld amount as a non-final withholding creditable on assessment.)
4. Cooperation: The Seller must promptly provide all documents and information reasonably required to obtain the certificate/directive and to support any variation/refund application.

Assessment materials and model answers

Multiple-choice questions with answers

1) In Zimbabwe’s CGT property framework, which statement best describes the role of the conveyancer who holds purchase monies?
A. The conveyancer is never a collection stakeholder.
B. The conveyancer can be a “depositary” and may have withholding obligations under the Act.
C. Only banks can be depositaries.
D. Only the Registrar of Deeds may withhold.
Answer: B.

2) Under Australia’s Subdivision 14‑D regime, when must the purchaser pay the required amount to the Commissioner if withholding applies?
A. Within 60 days after settlement.
B. On or before the day the purchaser provides the financial benefit.
C. Only after the vendor’s income tax return is assessed.
D. Only if the registrar refuses registration.
Answer: B.

3) Under the South African SARS guidance on section 35A, what is a key compliance risk if an estate agent or conveyancer fails to notify the purchaser in writing of the seller’s non-resident status?
A. No consequence; only the seller is liable.
B. The estate agent/conveyancer can be jointly and severally liable, limited to remuneration, if they should reasonably have known and failed to notify.
C. The Deeds Office will automatically void the transfer.
D. SARS will always waive penalties.
Answer: B.

4) In the UK, what is the default statutory “time of disposal” where an asset is disposed of and acquired under an unconditional contract?
A. The completion/settlement date always.
B. The registration date always.
C. The time the contract is made (not the time conveyed/transferred, if different).
D. The date HMRC receives payment.
Answer: C.

5) Which statement best describes the function of an Australian Commissioner clearance certificate under s14‑220?
A. It certifies the purchase price.
B. It certifies that nothing suggests the entity is or will be a foreign resident during a specified period, supporting an exception to purchaser payment obligations under the withholding regime.
C. It registers the title at the Land Registry.
D. It exempts the vendor from lodging any tax return.
Answer: B.

Short-answer questions

1) Explain how Zimbabwe’s “registration gate” rule changes the bargaining dynamics of settlement compared to a system like the UK that relies on post‑completion reporting. Use statutory references and describe at least one risk point for the conveyancer.

2) In Australia’s Subdivision 14‑D framework, why is it risky to treat the clearance certificate as a “nice to have” rather than a condition precedent to settlement? Refer to statutory timing and official guidance on processing time.

3) Under the SARS section 35A workflow, identify the forms and timelines that should be built into a conveyancer’s transaction plan, and describe the consequences of purchaser failure to pay withheld amounts (interest/penalty).

Case study with model answer

Scenario:
A seller (SellerCo) sells a commercial building for “$500,000 equivalent” with settlement in 45 days. The seller lives abroad and is treated as a non‑resident for local law in one jurisdiction; in another jurisdiction, the seller is resident but has not obtained any certificate. The buyer’s conveyancer is holding the purchase price in trust and plans to lodge registration immediately after settlement.

Tasks:
a) Identify (at least) three legally meaningful “dates” and explain which date matters for CGT timing vs withholding vs registration.
b) Propose a settlement structure that prevents (i) broken settlement, (ii) unlawful non‑withholding, and (iii) registry rejection.
c) Draft a short internal email to the buyer explaining the risk if no clearance certificate/directive is produced.

Model answer (comparative):
a) The three key dates are:
- Contract date: in the UK comparator, TCGA 1992 s28 treats the time of disposal/acquisition under contract as the time the contract is made (unless conditional).
- Settlement/completion date: this is the cashflow moment and often the withholding trigger moment; Australia requires purchaser payment on or before providing the financial benefit.
- Registration date: in Zimbabwe’s model, registration can be blocked unless a ZIMRA certificate is submitted where CGT was not withheld under the withholding regime.

b) A compliant settlement structure depends on jurisdictional model:
- Zimbabwe-style: because the conveyancer is a “depositary” and may have withholding duties, the settlement statement should either (i) withhold and then pay CGT withholding tax within the statutory time window, or (ii) ensure a clearance certificate path is completed before disbursing to the seller; also ensure the ZIMRA certificate required for registration is obtained to avoid registry rejection.
- Australia-style: treat clearance certificate as an express pre‑settlement deliverable; if not delivered, the purchaser must withhold/pay the statutory percentage and remit to the Commissioner at settlement (since payment is due on or before the day the financial benefit is provided).
- South Africa-style: if seller is non-resident and above threshold conditions apply, build in a directive application (NR03) and purchaser declaration (NR02) with SARS-stated processing time before settlement; if no directive, withhold the prescribed percentage and pay SARS; meet notice duties.

c) Sample email (short form):
“Settlement is at risk unless we either receive a valid CGT clearance/directive before settlement or structure settlement so that statutory withholding is made and remitted on time. Several regimes make withholding the purchaser’s obligation (Australia) or impose mandatory depositary withholding (Zimbabwe) or impose non-resident withholding with directive processes (South Africa). Missing the required certificate can cause compulsory withholding, delay registration, and trigger statutory interest/penalties.”