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An agreement for sale of business refers to the transaction where the ownership of a business (whole or part of it) is transferred from one person/entity to another. This generally includes assets like goodwill, stock, equipment, premises leases, and intellectual property.

On 1 July 2016, transfer duty on the sale of business assets, including intellectual property, goodwill and statutory licenses, was abolished. However, transfer duty remains payable if the business transaction includes land or an interest in land, such as a transfer of lease.

Liability date

The instrument is liable to duty from the date of its first execution, as specified in section 12 and section 295 of the Duties Act 1997.

Liable party

In accordance with section 9 of the Duties Act 1997, duty is payable by the purchaser of the business.

When is duty payable

In accordance with section 17 of the Duties Act 1997 duty is payable within three months from the liability date.

How is interest calculated

If payment is made after the due date (i.e. 3 months after the liability date) interest will be payable. In addition, penalty tax may be payable.

Interest is calculated daily from the end of the due date until the day duty is paid.

For further information about the current interest rates refer to Interest and penalty tax.

To calculate interest, you can use our interest calculator.

For more information see part 5 of the Tax Administration Act 1996 No 97 (TAA)

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