Gold Coast property developer, Raptis Group Pty Ltd, is now seeking to acquire beneficial interests in management rights in two of the residential high rises developed by entities beneficially owned or controlled by Jim Raptis and his family members, at a cost of $2,813,218.[1]
“The management [rights] business is regarded as having a lower risk profile than property development. The [management rights] business has the capacity to provide a stable cash flow during the term of the [management rights] agreements for a period of twenty plus years” – Raptis Group Limited ASX Announcement 23 February 2022.
Raptis Group Pty Ltd also appears to be open to the idea of acquiring additional management rights businesses in the future.
Gold Coast apartment owners and bodies corporate should be aware of this, because, at the end of the day, they are the ones that pay for building management (caretaker) fees as part of their body corporate fees.
Also, Body Corporate consent is required before management rights can be transferred to a proposed purchaser (like Raptis Group Pty Ltd or another purchaser) and in deciding whether to approve the proposed transfer, a Body Corporate may have regard to:
(a) the character of the proposed transferee and related persons of the proposed transferee; and
(b) the financial standing of the proposed transferee; and
(c) the proposed terms of the transfer; and
(d) the competence, qualifications and experience of the proposed transferee and any related persons of the proposed transferee, and the extent to which the transferee and any related persons have received or are likely to receive training; and
(e) other matters stated in the engagement or authorisation.
In line with our mission to promote Gold Coast apartment owners’ interests, we highlight some of the key aspects of the October 2021 freezing orders made against Jim Raptis and corporate entities beneficially owned or controlled by him.
October 2021 Freezing Orders against James Raptis & other entities
On 1 October 2021, the Federal Court of Australia made various freezing orders against James Raptis (also known as Jim Raptis) and entities beneficially owned or controlled by him, including freezing orders:
that James Raptis not remove from Australia or in any way dispose of, deal with or diminish the value of any of his assets in Australia up to the unencumbered value of AUD$23,815,519.60. The Deputy Commissioner of Taxation applied for the freezing orders.
The freezing order against James Raptis did not prohibit him from paying up to $10,000 per week for his ordinary living expenses, paying his reasonable legal costs, dealing with or disposing of his assets in the ordinary and proper course of business, including paying business expenses, or as incurred under a contract entered into before 1 October 2021, or as otherwise agreed in writing between the Deputy Commissioner of Taxation and James Raptis.
The freezing order against James Raptis was to be served by express post to various addresses including Raptis Group Limited, Level 7, 10 Eagle Street, Brisbane Qld 4000.
that Kyros Stage 3 Pty Ltd ACN 618 217 977 (the developer of a 2021 completed residential high rise in Broadbeach) not remove from Australia or in any way dispose of, deal with or diminish the value of any of the following properties that are beneficially owned by James Raptis, Helen Raptis and Ecan Raptis:
In making the freezing orders, the Federal Court noted the deposed affidavit evidence stated:
Mr Raptis has a history of taking steps to limit liability following review and audit activity by the Commissioner, for example by resigning as a director of taxpayer entities and backdating the effective date of the resignation;
Mr Raptis has a history of failing to disclose beneficial interests in foreign entities and their international and domestic assets, despite being asked questions to that effect (including in a statutory notice issued by the DCT to Mr Raptis on 19 January 2010 pursuant to then s 264 of ITAA36 in respect of the particulars of Mr Raptis ’ interests in, inter alia, Sevinhand);
There is a history of entities in which Mr Raptis has admitted a beneficial interest (including Northernson) mortgaging their assets in favour of other entities beneficially owned or controlled by Mr Raptis (such as Sevinhand) or Mr Gould;
Mr Raptis and his associated entities have a history of transferring funds offshore, including to countries that are known tax havens;
There is a history of Mr Raptis and associated entities failing to disclose income (including but not limited to the income the subject of assessments of Mr Raptis , Northernson and Sevinhand) which (in the Commissioner’s view) arose due to evasion);
There is a long history of Mr Raptis and his associated entities failing to comply with their income tax return lodgement obligations. At the commencement of the 2020 review Mr Raptis , Northernson and Sevinhand were identified as having had between 2 and 10 years of income tax returns outstanding;
Several companies and trusts either controlled by Mr Raptis, or in which the Commissioner concluded that he had a beneficial interest, had entered external administration and/or been deregistered without taxation liabilities being paid to the Commissioner;
The Raptis group had failed to submit a payment arrangement proposal for consideration in order to meet undisputed income tax liabilities of group entities which had been outstanding for a considerable period, such tax liabilities exceeding $24.1 million, and notwithstanding previous requests by the Commissioner of a payment proposal for those undisputed debts;
While a number of assets identified by the Commissioner were non-liquid assets, they were nevertheless capable of being disposed of, or further encumbered during the period in which the Commissioner undertook debt recovery action in this Court, and/or objection and objection appeal processes under Part IVC of the TAA took place;
A 2020 review undertaken by the Commissioner revealed that Raptis group entities examined by ATO officers during the course of the review had a history of poor financial reporting and record keeping, and mingling of funds, and Mr Raptis and his associates had provided vague answers to direct questions from ATO officers; and
A review of data provided by the Australian Transaction Reports and Analysis Centre (AUSTRAC) revealed that, between 2006 and 2020, significant sums of money had been transferred out of Australia by Raptis group entities to offshore entities in which Mr Raptis had admitted a beneficial interest or which were associated with Mr Gould (although it appeared that the majority of money transferred out in the 2008-2010 income years had been repatriated).
Here at The Nuu Co, we put owners’ interests first. We believe that working with a property developer to be appointed at the first extraordinary general meeting for the maximum 3 year period deprives owners of the freedom of choice in selecting their body corporate manager. We also think that practice also creates a perceived conflict of interest: Is the body corporate manager, appointed by the developer, there to promote what is best for the owners, or the developer? Sometimes the lines can get blurred…
References:
ASX Raptis Group Limited Company Announcement 23 February 2022 and enclosures & Raptis Group Limited (ASX:RPG) announcement 24 February 2022:
ATO freezes $80m in assets tied to developer Jim Raptis, 6 October 2021, Australian Financial Review
Section 133 ‘Transferring Engagements and Authorisations’ Body Corporate and Community Management (Accommodation Module) 2020
Disclaimer: The above information is general information from verified sources or the opinion of the writer. It does not constitute legal advice and Independent legal advice should be obtained by a Body Corporate who receives a request to consent to a transfer of management rights.