What is changing?

Landholder duty is charged on acquisitions of a significant interest (being 50% or more) in private companies and unit trusts that directly or indirectly hold NSW land with an unencumbered value of $2 million or more.

Acquisition thresholds

From commencement of the new provisions, amended thresholds will apply for holdings in private unit trusts that are landholders. A 20% significant acquisition threshold will apply to most private unit trusts, while the 50% threshold will be retained for acquisitions in wholesale unit trusts or imminent wholesale unit trusts that are registered with Revenue NSW. The 50% acquisition threshold for private companies and the 90% threshold for public landholders remain unchanged.

Tracing provisions

The threshold for the tracing of property through ‘linked entities’ of a landholder will also be amended from 50% to 20%.

Registration of private unit trust schemes

The amendments provide for the registration of wholesale unit trusts and imminent wholesale unit trusts.

A 50% threshold will apply to wholesale unit trusts, including imminent wholesale unit trusts (that is, a unit trust that is expected to become a wholesale unit trust in the near future), where the unit trust is registered as such with the Chief Commissioner of State Revenue.

The trust will need to satisfy certain eligibility criteria in order to be registered.

Details on how to register and eligibility criteria is now available on the Wholesale and Imminent Wholesale Unit Trusts webpage.

When do the changes take effect?

All changes to the landholder duty provisions will apply to acquisitions that are completed on or after 1 February 2024.

What are the transitional provisions?

The current provisions will continue to apply to acquisitions that arise from an agreement or arrangement entered into before 19th September 2023.

For acquisitions in a private unit trust scheme on or after 1 February 2024 the higher threshold for wholesale unit trusts and imminent wholesale trusts will apply if an application to register the wholesale unit trusts and imminent wholesale trusts is made prior to 1 May 2024 and the application is approved.

What are the evidentiary requirements?

Evidentiary requirements for Landholder duty transactions have been updated.

The evidentiary requirements can be found on the evidentiary requirements page under ‘Duties Act – Acquisition of interest in landholders’.

What forms are required?

The following Landholder Acquisition Statements have been updated where applicable:

• Acquisition statement: interest in a private landholder PDF, 801.05 KB
• Acquisition statement: acquisition of an interest in a public landholder PDF, 659.13 KB (no change)
• Acquisition statement: acquisition of an interest in a primary producer PDF, 800.04 KB
• Exempt acquisition statement: acquisition of an interest in a landholder PDF, 716.04 KB

To register as a wholesale unit trust scheme or an imminent wholesale unit trust scheme, the Application for Registration of a Wholesale Unit Trust Scheme or an Imminent Wholesale Unit Trust Scheme (Form ODA 045) PDF, 639.17 KB is now available.

How are these transactions lodged?

There are no changes to the lodgement of landholder transactions.

All landholder transactions must be lodged via eDuties using the existing application types.

Lodgement instructions for the registration of wholesale unit trusts or imminent wholesale unit trusts are available on the Wholesale and Imminent Wholesale Unit Trusts webpage.

Where can I find more information?

• Landholder Duty Guide
• Treasury and Revenue Legislation Amendment Act 2023
• Landholder duty webpage
• Duties Act 1997: Chapter 4 - Acquisition of interests in landholders