Buying the company or trust that owns a site, rather than the site itself, does not dodge transfer duty. Landholder duty is the rule that catches you. When you acquire a large enough interest in an entity whose land is worth more than a state threshold, the revenue office looks through the share or unit transfer and charges duty on the land underneath, generally at the same rates you would have paid buying the land directly. For a developer weighing up a Special Purpose Vehicle (SPV) acquisition, a joint venture (JV) restructure, or a profit-share arrangement over a site, that can be a six or seven figure cost that never appears in a naive feasibility.
This guide sets out when landholder duty bites, how much it may cost, and how the thresholds and rates differ across every Australian state and territory. It is written for the person structuring the deal, not the person selling the shares. The practical question throughout is what landholder duty does to your acquisition cost, your funding, and your margin.
Landholder duty is a complex, high-consequence area, and the figures below move with each state budget. Treat this as a working reference, confirm the current position with the relevant revenue office and your own adviser before you commit, and price it into your feasibility rather than discovering it at settlement.
What is landholder duty, and why should a developer care?
Landholder duty is a state and territory duty on acquiring a significant interest in a company or trust that owns land, charged on the value of that land rather than on the shares or units. It exists to close what would otherwise be an obvious gap: transfer duty applies when you buy land directly, so without a look-through rule you could avoid duty entirely by buying the entity that holds the land instead of the land itself. Every Australian state and territory has a version of this rule, and Revenue NSW describes it plainly as a liability that arises when you acquire a significant interest “through the acquisition of shares or units, in a company or unit trust scheme that has landholdings” over the threshold, as set out in the Revenue NSW landholder duty overview.
For a developer this matters because a lot of real deals are entity deals, not land deals. A site is often already sitting in its own company or unit trust, and a vendor may prefer to sell the entity to manage their own tax position. Bringing an equity partner into a landholding trust, buying out a co-owner in a joint venture (JV) vehicle, or consolidating a group of site-holding entities can each be a “relevant acquisition” that triggers duty. The trap is that the transaction can look like a simple share sale, so the duty is easy to miss until the revenue office assesses it.
The amount is not trivial. Because landholder duty is generally charged at ordinary transfer duty rates on the underlying land, a $10,000,000 development site held in a company can carry a duty cost broadly in line with what a direct purchase would attract, which in most states sits somewhere in the order of $500,000 or more at the top marginal rates. That is a line that can move a marginal deal from viable to underwater if it was left out of the numbers.
When does buying a company or trust trigger landholder duty?
Landholder duty is triggered when two tests are both met: the entity holds land above the state’s value threshold, and you acquire a “significant interest” in that entity. Miss either test and no duty arises. Meet both and the revenue office charges duty on your share of the underlying land value. The tests are set out in each state’s duties legislation, for example in Chapter 4 of the Duties Act 1997 (New South Wales), and while the mechanics rhyme across states, the numbers do not.
The land-value threshold
The first test is whether the entity’s landholdings are worth more than the state’s threshold. Thresholds range from $500,000 in Tasmania and the Northern Territory up to $2,000,000 in New South Wales, Queensland and Western Australia, and about $2,100,000 in the Australian Capital Territory, with Victoria at $1,000,000. South Australia sits outside this pattern entirely, because it has no value threshold and instead tests what the land is used for. The value tested is the unencumbered value of the land, meaning the value ignoring any mortgage or other charge over it. As the Queensland Revenue Office puts it, duty is worked out on “the unencumbered value” of the land-holdings, so a heavily geared site is valued as if it carried no debt at all. For most development sites, the threshold is met comfortably, so the threshold rarely saves a developer on a genuine project.
Two features of the threshold catch people out. First, land held indirectly through “linked entities” is counted, so a parent entity is treated as holding the land of the subsidiaries and trusts beneath it. Second, in several states the definition of “land” is expansive and pulls in fixtures and items attached to a permanent structure. The ACT Revenue Office, for instance, notes that its landholder duty definition of land can extend to things attached to a building even where they are owned separately. For a developer this means the land value that counts can be higher than the raw site value on the title.
The significant interest test
The second test is whether the interest you acquire is large enough to count. A “significant interest” is generally 50 per cent or more for a private company, but the percentage varies by entity type and by state, and private unit trusts often attract a lower threshold. In New South Wales, for acquisitions on or after 1 February 2024, the significant interest is 50 per cent or more in a private company but only 20 per cent or more in most private unit trusts, with 90 per cent for public landholders, per the Revenue NSW significant interest rules. Victoria takes a similar shape: 20 per cent for a private unit trust, 50 per cent for a private company or a wholesale unit trust, and 90 per cent for a listed entity.
You do not have to reach the significant interest in a single step. Revenue offices aggregate acquisitions over a defined period and across associated persons. Revenue NSW works on a three-year “statement period”, so if you already hold 45 per cent of a private company and buy another 5 per cent, you can tip over the 50 per cent line and trigger duty on the combined position. Interests held by related parties can be added together too. This aggregation is where staged buy-ins and joint venture (JV) top-ups quietly become dutiable.
How much does landholder duty cost?
For a private landholder, landholder duty is generally charged at the same rate as a direct transfer of the land, applied to your share of the land’s unencumbered value. So the working assumption for budgeting is simple: expect to pay broadly the duty you would have paid buying the land outright, scaled to the interest you acquire. The Queensland Revenue Office confirms that for private landholders “the transfer duty rate applies to the dutiable value of the relevant acquisition”, and its worked example shows a buyer acquiring 60 per cent of a company whose Queensland land is worth $2,800,000 being assessed on a dutiable value of $1,680,000 (60 per cent of $2,800,000).
Public or listed landholders are usually treated more gently. In Queensland, landholder duty on a public landholder is charged at only 10 per cent of the transfer duty that a full transfer of the land would attract, and South Australia applies a similar 10 per cent concession to listed entities. That concession reflects how hard it is to acquire control of a widely held listed vehicle, and it rarely helps a developer buying a privately held site company.
Top marginal transfer duty rates, which set the landholder duty rate, sit roughly between 4.5 per cent and 6.5 per cent of land value across the states, so the order of magnitude on a large site is significant. As a rough guide, a private landholder holding a $10,000,000 site where you acquire 100 per cent could face duty in the mid-hundreds of thousands of dollars. The exact figure depends on the state scale, so run it against the relevant transfer duty rates rather than assuming a flat percentage; our stamp duty calculator covers the state scales the duty is worked out on. Because the number is large and lands early in the project, it belongs in your total development cost from the first draft of the feasibility, not as a late adjustment.
Landholder duty thresholds and rates by state and territory
Landholder duty applies in all eight states and territories, but the value threshold, the significant interest percentages, and the rate treatment differ enough that a deal which is duty-free in one state can be fully dutiable in another. The table below is a starting reference for the current position. Confirm the detail with the relevant revenue office before you rely on it, because these settings change with state budgets.
| State / territory | Land-value threshold | Significant interest (private) | Rate basis |
|---|---|---|---|
| New South Wales | $2,000,000 | 50% company, 20% private unit trust, 90% public | Transfer duty rate on interest acquired × land value |
| Victoria | $1,000,000 | 50% company, 20% private unit trust, 90% listed | General duty rate; phased between $1m and $2m |
| Queensland | $2,000,000 | 50% private, 90% public | Transfer duty rate for private; 10% of duty for public |
| Western Australia | $2,000,000 | 50% unlisted, 90% listed | General transfer duty rate |
| South Australia | Residential and primary production land only | 50% private, 90% listed | Conveyance rate; listed at 10% concession |
| Tasmania | $500,000 | 50% private, 90% public | Transfer duty rate |
| Australian Capital Territory | ~$2,100,000 (nil below) | 50% | Commercial conveyance rate (flat) |
| Northern Territory | $500,000 | 50% (majority interest) | Transfer duty rate |
New South Wales
In New South Wales, landholder duty applies where a company or unit trust holds New South Wales land with an unencumbered value of $2,000,000 or more, and you acquire a significant interest. Since 1 February 2024 that significant interest is 50 per cent or more for a private company, 20 per cent or more for most private unit trusts, and 90 per cent or more for a public landholder, per Revenue NSW. Duty is charged at ordinary transfer duty rates on the interest you acquire multiplied by the land value, and acquisitions are aggregated over a three-year statement period. You must lodge an acquisition statement within three months of the relevant acquisition, and duty is payable in that window before interest and penalty tax start to accrue.
New South Wales developers should watch two adjacent traps. First, foreign persons acquiring an interest in a landholder that holds residential land may also face surcharge purchaser duty, which rose to 9 per cent from 1 January 2025 under the Revenue NSW surcharge purchaser duty rules. Second, the 2022 reforms to duty on options and changes in beneficial ownership interact with how site-control structures are taxed, which is worth reading alongside the mechanics of put and call options if you are assembling a site through option agreements.
Victoria
In Victoria, landholder duty applies where an entity holds Victorian land with an unencumbered value of $1,000,000 or more, a lower threshold than most states, so it catches smaller sites. The significant interest is 20 per cent for a private unit trust, 50 per cent for a private company or wholesale unit trust, and 90 per cent for a listed entity, as set out by the Victorian State Revenue Office. Where land value sits between $1,000,000 and $2,000,000, duty is phased in on a sliding scale using the formula the State Revenue Office publishes, rather than switching on abruptly at the threshold.
Victoria carries the most important developer-specific trap in the country, the economic entitlement provisions, covered in its own section below. For now, note that Victoria can charge landholder duty on some development and profit-share arrangements even where you never acquire a share or unit. Foreign purchasers acquiring residential land through a landholder may also face foreign purchaser additional duty at 8 per cent under the Victorian foreign purchaser additional duty rates.
Queensland
In Queensland, landholder duty applies where an entity holds Queensland land with an unencumbered value of $2,000,000 or more, and you make a “relevant acquisition” of a significant interest, being 50 per cent or more in a private (unlisted) landholder or 90 per cent or more in a public landholder, as the Queensland Revenue Office sets out. For private landholders the ordinary transfer duty rate applies to your share of the land value; for public landholders the duty is only 10 per cent of the transfer duty a full transfer would attract.
Queensland has a useful concept of “excluded interests”. An interest held for more than three years before the relevant acquisition, or acquired when the entity held no Queensland land, or acquired before 1 July 2011 when the company was not “land rich” under the old rules, can be stripped out of the calculation. In the Queensland Revenue Office example, a buyer who acquired 40 per cent four years earlier and then buys another 20 per cent is assessed only on that later 20 per cent, not the full 60 per cent. Foreign acquirers also face additional foreign acquirer duty, which increased to 8 per cent for liabilities arising on or after 1 July 2024 and applies to the residential land component of a landholder acquisition, per the Queensland additional foreign acquirer duty rules.
Western Australia
In Western Australia, landholder duty applies where a corporation or unit trust holds Western Australian land with an unencumbered value of $2,000,000 or more, and you acquire a significant interest of 50 per cent or more in an unlisted landholder or 90 per cent or more in a listed one, under the Duties Act 2008 (Western Australia). Reforms tightened the threshold from “more than 50 per cent” to “50 per cent or more”, so a straight 50 per cent interest in an incorporated joint venture (JV) landholder is now dutiable where once it sat just outside the net. Duty is charged at Western Australia’s general transfer duty rates on the land value attributable to your interest. Foreign persons acquiring an interest in a landholder with residential land may also face foreign landholder duty at 7 per cent, so a foreign-controlled acquisition of a residential site company can carry both the base duty and the surcharge.
South Australia
South Australia is the outlier that can work in a developer’s favour. Since 1 July 2018 no duty arises on transfers of “qualifying land”, which is land used for anything other than residential or primary production purposes, so commercial, industrial and most other non-residential land sits outside duty entirely. As the RevenueSA land holder page confirms, the landholder provisions now apply only to acquisitions of interests in entities that hold residential or primary production land. RevenueSA’s own example shows a 50 per cent unit transfer in a trust holding a $2,500,000 commercial property attracting no landholder duty at all, because the land is qualifying land.
For a developer this is a real structuring point. Acquiring a South Australian site company where the land is genuinely commercial or industrial may carry no landholder duty, while the same acquisition over a residential site will. The prescribed interest that triggers the provisions is 50 per cent or more for a private company or unit trust, and 90 per cent or more for a listed entity, with listed entities charged at a concessional 10 per cent. Foreign buyers of residential land should still factor in the South Australian foreign ownership surcharge, currently 7 per cent.
Tasmania
In Tasmania, landholder duty applies where a company or unit trust scheme (including the holdings of linked entities) holds Tasmanian land with an unencumbered value of $500,000 or more, one of the lowest thresholds in the country, so even modest sites are caught. The State Revenue Office Tasmania landholder provisions charge duty on the acquisition of a significant interest, being 50 per cent or more in a private landholder and 90 per cent or more in a public one, at Tasmania’s ordinary transfer duty rates. The low threshold means Tasmanian small-site and infill developers cannot assume an entity acquisition slips under the radar the way it might in a higher-threshold state.
Australian Capital Territory
In the Australian Capital Territory, landholder duty is charged at the commercial conveyance duty rate, which the territory has reformed to a flat structure. For acquisitions from 1 July 2026, the ACT Revenue Office charges nil where the acquisition value is up to $2,100,000, and a flat $5.00 per $100 (5 per cent) once it exceeds that, applied to the total transaction value rather than only to the excess, with the nil band having stepped up each year (it was $2,000,000 for 2025-26). A significant interest is 50 per cent or more of the entitlement to distributions on winding up. From 1 July 2024 the Australian Capital Territory also introduced an anti-avoidance rule combining relevant acquisitions made in different landholders within 12 months where they are used to gain effective ownership of the same landholdings, so splitting a deal across entities no longer defeats the duty.
Northern Territory
In the Northern Territory, landholder duty applies where a land-holding corporation or unit trust scheme is entitled to Northern Territory land with an unencumbered value of $500,000 or more, and there is a change in majority ownership or control, generally a 50 per cent or greater interest. The Territory Revenue Office administers it under the Northern Territory duties legislation, and duty is charged at ordinary transfer duty rates. On the Territory’s published duty rates, that runs to 5.95 per cent where the dutiable value is $5,000,000 or more, and 5.75 per cent between $3,000,000 and $5,000,000. The triggers are the familiar ones: a change in control, aggregation of related interests over the threshold, and reorganisations of complex structures that inadvertently cross the line.
Can a development agreement trigger duty without buying shares?
Yes, in Victoria a development or profit-share agreement can trigger landholder duty even when you never acquire a single share or unit, through the economic entitlement provisions. This is the sharpest trap in the whole area for developers, because it can attach duty to arrangements that feel like contracts, not acquisitions. Under the provisions in the Victorian Duties Act 2000, a person who acquires an “economic entitlement” to relevant Victorian land worth $1,000,000 or more, such as a right to a share of the sale proceeds, the capital growth, or the income from a site, can be treated as having made a relevant acquisition and taxed accordingly.
The provisions were rewritten with effect from 19 June 2019 after the earlier rules were read down by the courts, and the State Revenue Office now takes the position that an economic entitlement of 50 per cent or more can bring the whole arrangement into duty. That reshapes how development agreements over Victorian land should be structured, because a developer taking a large share of the upside from a landowner’s site, without ever buying the land or the entity, may face a duty bill at the time the agreement is entered, before a single lot is sold. If you use development agreements, profit shares, or “silent landowner” structures in Victoria, price the economic entitlement risk in and get it reviewed before signing. The other states do not have an equivalent as broad as Victoria’s, which is itself a reason the structure of a deal can change with its location.
How does landholder duty catch joint ventures and site-entity acquisitions?
Landholder duty catches the everyday moves developers make around site ownership: buying a site-holding Special Purpose Vehicle (SPV), bringing a partner into a landholding trust, and buying out a co-venturer. Each of these can be a relevant acquisition even though nothing on the land title changes hands. The look-through rule does not care that the transaction is documented as a share or unit transfer; it cares that you have acquired a significant interest in an entity that owns land over the threshold.
The classic case is acquiring the Special Purpose Vehicle (SPV) rather than the land. A vendor holds a development site in a single-purpose company and offers to sell you the company. On the surface this avoids transfer duty because no land is transferred. In substance, buying 100 per cent of a company that holds a $6,000,000 site is a relevant acquisition, and landholder duty is assessed on the $6,000,000 of land as if you had bought it directly. The duty saving people imagine from an entity deal usually is not there. What an entity deal can do is shift other costs and risks, such as inheriting the entity’s tax history and liabilities, which is a due diligence question rather than a duty saving.
Joint ventures are the second common trigger. Bringing an equity investor into a unit trust that holds a site, or increasing your stake as the project de-risks, can cross the significant interest threshold, especially in Victoria and New South Wales where private unit trusts attract a 20 per cent threshold rather than 50 per cent. Because acquisitions aggregate across a statement period and across associated parties, a series of small top-ups can add up to a dutiable position even where no single step looks significant. If you are raising equity into a landholding structure, this sits alongside the securities-law questions covered in the guide to property syndicates and capital raising, and both need to be worked through before the money moves.
Do foreign developers pay a surcharge on top of landholder duty?
Foreign persons and foreign-controlled entities that acquire an interest in a landholder holding residential land generally pay a foreign surcharge on top of the base landholder duty, and it is charged at a high flat rate. The surcharge follows the land, so it applies to the residential component of the landholder’s holdings rather than to commercial or industrial land. The rates are material: New South Wales charges surcharge purchaser duty at 9 per cent from 1 January 2025, Victoria and Queensland both apply their foreign surcharges (foreign purchaser additional duty and additional foreign acquirer duty) at 8 per cent, and Western Australia and South Australia sit at 7 per cent.
For a foreign-controlled developer, stacking the base duty and the surcharge can push the effective duty cost on a residential site acquisition well into double digits as a percentage of land value. On a $10,000,000 residential site in New South Wales, the 9 per cent surcharge alone is around $900,000 on top of the base landholder duty. This is why the residential-versus-commercial character of the underlying land, and the foreign-ownership status of the acquiring entity, both belong in the feasibility from day one. It also means the “who is foreign” analysis matters at the entity level, because a locally incorporated buyer with foreign shareholders can still be a foreign person for these rules.
What exemptions and concessions can reduce landholder duty?
Several exemptions and concessions can reduce or remove landholder duty, but they are specific and need to be confirmed against the relevant state’s legislation, not assumed. The most useful for developers and corporate groups is the corporate reconstruction or consolidation relief, which most states offer for genuine intra-group restructures where beneficial ownership does not really change. In New South Wales, for acquisitions on or after 1 February 2024, a reduction in duty applies to acquisitions made in connection with approved corporate reconstruction and corporate consolidation transactions, per Revenue NSW. These reliefs are conditional and usually require an application, so they reward planning the restructure properly rather than unwinding it later.
Other common relieving features include the treatment of primary production land, exemptions for transfers arising from the breakdown of a marriage or relationship, changes of trustee that do not change beneficial ownership, and the “excluded interest” mechanics in states like Queensland that carve out long-held interests. Aggregation rules cut both ways: they can catch staged acquisitions, but the statement period also means that an interest held well before your current deal may fall outside the assessment. The practical takeaway is that landholder duty rewards getting advice on the structure and timing before you sign, because the difference between a dutiable and a non-dutiable path is often a matter of how the acquisition is framed, not whether the deal happens.
How does landholder duty affect your feasibility and margin?
Landholder duty affects a feasibility the same way any large acquisition cost does: it lifts your total development cost, increases the equity or debt you need at the front of the project, and compresses margin, so it needs to sit in the model as a real cost line. Because the duty is generally payable within three months of the acquisition, it hits early, at the point in the cashflow where you are most exposed and least funded by sales. That timing matters as much as the amount, and it is exactly the kind of front-loaded cost that a month-by-month view surfaces, as the guide to development cashflow modelling works through.
Feasly does not calculate landholder duty or transfer duty for you, given how much the rules vary by state, entity type, and land use. What a feasibility model is for is carrying the number once you or your adviser have worked it out: enter the duty as a site acquisition cost line, fund it correctly (duty is generally paid from equity, not drawn from a construction facility), and stress-test what an unexpected duty hit does to your margin and your return. If you are choosing between an asset deal and an entity deal, model both, because the duty position, the tax history you inherit, and the funding profile can each differ, and the headline “no transfer duty” of an entity deal is often not the saving it appears to be. The interaction with income tax and the trading-stock treatment of development land is a separate question, covered in the guide to capital gains tax on property development.
Does landholder duty apply in New Zealand?
No, New Zealand has no landholder duty because it has no stamp duty at all. New Zealand abolished stamp duty on instruments executed after 20 May 1999, and there is no separate duty on land transfers or on share and unit acquisitions in land-holding entities. For a New Zealand developer, acquiring the entity that owns a site does not carry the duty cost that the equivalent move would in Australia, which removes one of the structuring frictions that Australian developers have to manage.
That does not make entity acquisitions cost-free in New Zealand. Goods and Services Tax (GST) at 15 per cent can apply to land transactions, particularly on the sale of property by a developer, though many transactions between GST-registered parties are zero-rated where the land is used for a taxable activity. Income tax on disposal, and the bright-line test for residential land, remain the main tax questions on a New Zealand development, and the bright-line settings changed recently, as the guide to the bright-line test for New Zealand developers explains. The absence of landholder duty simplifies the acquisition, but the disposal side still needs the same care.
The bottom line for developers
Landholder duty is the rule that stops an entity acquisition from being a duty-free workaround, and for a developer buying site-holding companies or trusts, restructuring a joint venture (JV), or writing a profit-share into a development agreement, it can be one of the larger and most easily missed costs in the deal. The two questions to run on any entity acquisition are whether the underlying land clears the state threshold, and whether the interest you are acquiring, aggregated with what you and your associates already hold, reaches the significant interest mark for that entity type. If both are yes, budget the duty at broadly the direct-transfer rate, add any foreign surcharge where the land is residential and the buyer is foreign, and price it in from the first feasibility draft.
The detail differs enough between states that location changes the structure of a deal, not just its price: Victoria’s low threshold and economic entitlement provisions, South Australia’s exemption for commercial and industrial land, and the $500,000 thresholds in Tasmania and the Northern Territory all point in different directions. Confirm the current thresholds, rates and surcharges with the relevant revenue office and take advice on the structure before you commit, because with landholder duty the framing of the acquisition often decides the bill.
This guide is general information for property developers and does not constitute financial, legal, tax or credit advice. Landholder duty depends on the facts of each transaction and on legislation that changes with each state budget. Confirm the current position with the relevant state or territory revenue office and obtain your own legal and tax advice before acting.