Stamp duty – not just for land purchases

Most people know that if you purchase land in NSW, you’ll have to pay stamp duty on the purchase.

What’s less well known is that other kinds of transactions can also attract stamp duty.   Just for example ^_ declaring a trust,  acquiring a partnership interest,  acquiring shares in a company or units in a unit trust,  and making changes to a trust deed ^_ can all attract stamp duty. 

Unit trusts and private companies that own NSW land

This post focuses on the stamp duty which can apply when changes are made to a unit trust or company that owns land in NSW.  This kind of stamp duty is called “landholder duty”. 

Under the landholder duty regime, where a private company or private unit trust, together with its associates, owns $2 million or more worth of NSW land, any “relevant changes” to the entity’s shares/units can potentially attract landholder duty.  “Relevant changes” could include, for example: (a) varying the trust deed or the company’s constitution, (b) issuing more units/shares, (c) transferring units/shares, or (d) cancelling or redeeming units/shares.

For landholder duty to apply, usually there must be a shareholder/unitholder that, together with their associates, holds, after the “relevant change”, 20% or more of the units/shares on issue.   Where that's the case, if someone’s interest in the company/unit trust has increased due to the “relevant change”, duty will be payable, broadly, on the value of the increase. 

Various exemptions from landholder duty are available, including, for example for:  (i) the executor of a deceased estate, (ii) a party to a failed relationship, (iii) a primary producer, (iv) a superannuation fund to which a member has transferred assets from another superannuation fund, (v) a member of the same corporate group.

Understanding how landholder duty applies to your situation can save you double tax.  In the recent case of Victory International Pty Ltd v Commissioner of State Revenue [2025] VSC 484, “double” stamp duty was payable when land was purchased – once under the ordinary stamp duty rules and then again under the landholder duty regime.  Had the transaction been structured differently, only one lot of stamp duty would have been payable.