Landholder Duty Advice
Landholder duty applies where a person acquires an interest in a company or unit trust holding dutiable property above a threshold value — triggered without any direct transfer of land. MGS Private advises on exposure, structuring and applications for concession relief.
When landholder
duty applies
Landholder duty is charged on acquisitions of a significant interest in private companies and unit trusts that directly or indirectly hold NSW land with an unencumbered value of $2M or more. For acquisitions made on or after 1 February 2024, amended thresholds apply. From 1 February 2024, “significant interest” means that if all the property is distributed, you are entitled to receive:
- 50% or more of the property in a private company, or
- 20% or more of the property in private unit trust schemes other than registered wholesale unit trust or imminent wholesale unit trust schemes, or
- 90% or more of the property in a public landholder.
Transactions that involve acquisitions of 20% or more of a trust need to consider whether the trust holds NSW land with an unencumbered value of $2M or more.
- Applies to acquisitions of interests in companies or unit trusts holding NSW land valued $2M+
- An “acquisition” includes direct purchase, issue of new shares/units, and deemed acquisitions through associates
- Aggregation rules apply — associated person holdings are combined with the acquirer’s
- Duty calculated on dutiable value of land — not just the consideration for the shares or units
- Multi-state analysis required — each State has its own landholder duty rules and thresholds
- Corporate reconstruction concessions may reduce or eliminate duty in qualifying transactions
- Acquisitions below 20% may still trigger duty if subsequent acquisitions bring the total above the threshold
MGS Private’s Advisory
Before and during transactions
Acquiring interests in a property-holding entity?
Landholder duty must be assessed before the transaction proceeds. Brief MGS Private through your accountant or lawyer.