Consolidations & Restructures
NSW, QLD, WA & Vic
MGS Private advises on stamp duty consequences in corporate consolidations and restructures across all four major Australian states — each with its own rules, concessions and compliance requirements.
Duty on corporate reconstructions
across Australia
Each State has its own corporate reconstruction duty relief — with materially different conditions, concession rates and procedural requirements. A restructure that is duty-free in QLD may attract significant duty in NSW, or vice versa. MGS Private advises on duty consequences in each relevant jurisdiction before the restructure is implemented.
New South Wales
90% concession from 1 February 2024 — previously a full exemption. Comprehensive valuation evidence required. 10% residual duty payable on each qualifying transfer. No same-asset restriction for multiple transfers within the same restructure.
Queensland
Total exemption maintained for corporate consolidations and reconstructions. Unit trusts not treated as corporate entities — the trust-to-trust exemption applies instead. Small business restructure exemption available from 7 September 2020.
Western Australia
Full corporate reconstruction exemption for qualifying related-company transactions. Pre-approval from WA Office of State Revenue required before the transfer occurs. Small business restructure and CGT rollover structures separately analysed.
Victoria
Corporate reconstruction duty relief available — similar in concept to NSW but with different related-company definitions, multiple transfer rules and valuation requirements. Independent valuations typically required.
NSW: the 90% concession replaces
full exemption
From 1 February 2024, NSW replaced its previous total exemption for corporate reconstruction transactions with a 90% concession. This means 10% of the duty that would otherwise apply is now payable on every qualifying corporate reconstruction in NSW.
For a property valued at $5 million with full duty of approximately $220,000, the 90% concession reduces this to approximately $22,000 residual duty. Against the ongoing benefit of the restructure, this is typically an acceptable cost — but it must be quantified and planned for before the restructure proceeds.
Valuation evidence is now required. Revenue NSW requires comprehensive valuation evidence of the assets involved in the corporate restructure to support the 90% concession application. Independent valuations must be obtained before the application is lodged.
NSW Conditions for the Concession
All must be met before the 90% concession applies
Planning a corporate restructure involving NSW, QLD, WA or VIC property?
Duty consequences must be addressed in each relevant jurisdiction before the restructure proceeds.