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Landholder duty guide

This guide centralises key information on landholder duty and provides industry professionals the legislative and operational requirements under chapter 4 of the Duties Act 1997 – Acquisition of interests in landholders.

For a comprehensive understanding, it is recommended that the guide is read in its entirety.

Chapters

  1. Overview
  2. Linked entities
  3. Liability to pay landholder duty
  4. Calculating landholder duty
  5. Lodging an acquisition statement

1. Overview

On this page

What is landholder duty?

You may be liable for landholder duty when you acquire shares in a company or units in a unit trust scheme which owns land (‘landholder’). This is a duty on the acquisition of an interest in a landholder.

An interest in a landholder is an entitlement to any of the property of the company or unit trust scheme in the event of a distribution of all the property of the landholder.

You can acquire an interest in a landholder in various ways, including:

  • the purchase, gift or issue of a unit or share
  • the cancellation, redemption or surrender of a unit or share
  • the removal, cancellation or alteration of a right for a unit or share
  • the capacity in which you hold an interest in the landholder changes, e.g. from a trust to an individual.

What is a landholder?

A landholder is a private or public unit trust scheme, or a private or a publicly listed company that holds land (‘landholdings’) in NSW with an unencumbered value of $2 million or more (‘threshold’).

From 1 February 2024, a landholder that is a private unit trust scheme may be registered by the Chief Commissioner under the legislation as a wholesale unit trust or an imminent wholesale unit trust scheme. The registration as such impacts the determination of whether landholder duty is payable when an acquisition is made in a private unit trust scheme.

What is a landholding of a landholder?

A landholding is an interest in land other than the estate or interest of a mortgagee, chargee or other secured creditor.

Land includes an interest in anything fixed to the land regardless of whether such items are considered fixtures at common law.
Where the landholder is the beneficiary of a discretionary trust, any land the discretionary trust owns is considered to be a landholding of the landholder.

Where the landholder is either the seller or buyer in an uncompleted agreement for the sale of land, the landholdings of the landholder also include the subject land of the agreement for sale.

The landholding of a landholder is not limited to the landholder’s direct legal ownership of any interest in land, but it also extends to landholding of a linked entity of the landholder.