Landholder duty
You may be liable for landholder duty when you acquire a significant interest, through the acquisition of shares or units, in a company or unit trust scheme that has landholdings over $2 million.
A landholder can be any of the following who holds land (landholdings) in NSW with an unencumbered value of $2 million or more.
- Private unit trust scheme or private company (Private landholder) or
- Public unit trust scheme or listed company (Public landholder)
The acquisition of a significant interest in a landholder is called a ‘relevant acquisition’.
Significant interest
A significant interest means that if all the property is distributed, you are entitled to:
For acquisitions made on or after 1 February 2024
For acquisitions made prior to 1 February 2024
- 50 per cent or more of the property in a ‘private landholder, or
- 90 per cent or more of the property in a ‘public landholder’
Acquiring a significant interest does not have to occur in one event. For instance, if you already hold a 45 per cent interest in a landholder that is a private company and then acquire another five per cent, you may be liable to pay landholder duty.
Who is liable to pay landholder duty?
The following persons are liable to pay landholder duty:
- The person who makes the relevant acquisition
- The landholder or the trustee of the landholder
- If the acquisition results from an aggregation of the interests, each of those other persons.
Calculating landholder duty
Landholder duty is charged at the same rate as transfer duty and is calculated on the:
- unencumbered value of the landholdings and goods of the landholder at the time a relevant acquisition is made.
The unencumbered value is the value of the property determined without regard to any encumbrance (i.e. mortgage) on the property.
Some specific provisions also provide for certain goods to be excluded from the calculation. - Number of acquisitions made in a ‘statement period’.
A statement period is the period commencing three years before the date of the relevant acquisition and ending on the date of the relevant acquisition.
It is important to note that 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.
A linked entity is a chain of entities – such as companies, unit trusts or partnerships – that are each entitled to the others’ property if it is distributed.
Surcharge purchaser duty
If you are a foreign person, and you have made a relevant acquisition in a landholder that has an interest in residential land, you may also need to pay Surcharge Duty in addition to landholder duty.
Exemptions, concessions and reduction in duty
Under certain circumstances, exemptions, concessions and reduction in duty may apply to a relevant acquisition in a landholder. Some examples include:
- Changes in trustees.
- Landholdings consisting of primary production land.
- Where an interest is acquired as a result of the break-up in marriage and other relationships.
- For relevant acquisitions made on or after 1 February 2024, reduction in duty applies if the acquisitions were made in connection with approved corporate reconstruction and corporate consolidation transactions.
When must landholder duty be paid?
Duty must be paid within three months from the date of making a relevant acquisition.
Failure to pay duty on time will result in the imposition of interest. Penalty tax may also be applied.
How to apply
If you’ve made a relevant acquisition in a landholder where landholder duty is payable, or to apply for an exemption or concession, you need to lodge an Acquisition Statement within three months of your acquisition.
If you make a relevant acquisition as a result of the combined interests of other persons or companies, which are related or associated to you, each person or company must complete their own acquisition statement.
Your solicitor or accountant can lodge an acquisitions statement on your behalf.
Where can I find more information?
Comprehensive information can be found in the Landholder duty guide.
Alternatively, you can call or email the landholder team.
Phone: 1300 139 814
Email: landholder@revenue.nsw.gov.au
