Settlement is the only point in a development where the money actually arrives. Everything before it is expenditure, and everything about the programme between practical completion and the last settled lot decides whether the forecast return survives contact with reality.
Before considering the run to settlement on a development, you’ll need professional advice from a lawyer or licensed conveyancer, and from your accountant on what falls due as each lot settles. The reason is that this part of a project is not a construction sequence with some paperwork attached. It is a set of statutory gates, each with its own approving body and its own clock, sitting on top of contracts that give purchasers defined rights to delay, rescind or claim compensation. The consequences land on the entity that signed the contracts and the facility: a rescinding purchaser, a compensation claim, a withholding amount paid to the wrong account, or a plan that cannot be registered because an approval lapsed. That advice is worth most early: the conveyancing lawyer who will run the settlements has more to work with before the certifier is near completion than after, and the accountant’s view lands better while the contracts are still being drafted. This guide is written to make that conversation shorter and sharper. It does not answer it.
Figures, thresholds and section numbers below were current at the date of writing and they move. Each is linked to the primary source that publishes it, and that source is where to confirm the position before relying on it.
What has to happen before a developer can settle the first lot?
Three gates have to close before a single lot can settle, and they close in order. The building has to be lawfully occupiable, the subdivision has to be approved, and the plan has to be registered so that separate titles exist for the lots being sold.
The order matters more than the names. A purchaser cannot take a transfer of a lot that does not yet exist as a parcel on the register, so title creation is the hard dependency. Title creation generally depends on the plan being lodged and registered at the land registry, which generally depends on an approving body certifying that the conditions of the development approval have been met, which in most residential cases depends on the building being signed off as complete. Each of those steps has a separate decision maker, and none of them is obliged to work to the developer’s settlement programme.
That is why the gap between practical completion and the last settlement tends to be longer than a cashflow built off a construction programme assumes. The construction programme ends at completion. The settlement programme starts there, and the period in between is carrying the most debt the project will ever carry. The relationship between that tail and the peak of the facility is covered in the guide to peak debt and funding exposure, and the way those dates flow through a monthly model is covered in development cashflow modelling.
A fourth gate applies to lots sold off the plan, and it is contractual rather than statutory in origin: the purchaser has to be given the notice the contract and the relevant state legislation require before being called on to settle. That notice period sits after registration, not before it, so it extends the tail rather than running in parallel with it.
Which certificate allows occupation in each state?
Every state requires a final sign-off before a new building may be occupied, and the name of that document differs in each one. The developer-relevant point is that this certificate is usually the first of the three gates, and in some states it is also tied to other obligations that have to be discharged before it can be applied for at all.
New South Wales
In New South Wales an occupation certificate is required before a new building may be used or occupied, and it is issued by the principal certifier rather than by the council. The City of Wollongong states the position plainly: “You must have an Occupation Certificate before you can use or occupy a new building”, issued once “all required building inspections have been done, including a final inspection” and the finished work is consistent with the approval (City of Wollongong).
For residential apartment buildings there is a second obligation attached to that application. Under the strata building bond and inspections scheme, the bond must be lodged “before an application is made for an occupation certificate for new apartment building work”, and the New South Wales Government publishes the amount as “2% of the contract price”, with a scheduled increase to 3 per cent deferred until 1 July 2028 (NSW Government). The trap is sequencing rather than cost. A bond that has not been lodged does not delay a certificate by a day, it delays the application for the certificate, which sits upstream of registration, which sits upstream of every settlement.
Victoria
Victoria works through the building permit system rather than through a certifier appointed under planning legislation, and the sign-off for a building that will be occupied is an occupancy permit issued under the Building Act 1993 (Vic). For a subdivision the parallel document is the statement of compliance, which the council issues once the planning permit conditions and the servicing authority requirements have been satisfied.
Queensland
In Queensland the final sign-off is a certificate issued on completion of the building work, and for detached houses and smaller structures that is the final inspection certificate, Form 21. The Queensland Building and Construction Commission describes handover as the point at which “the builder officially hands the completed building work over to the owner”, with the building “suitable for occupation” and minor defects documented with a repair plan, and notes that some contracts require all inspection certificates including the final certificate before final payment is issued (Queensland Building and Construction Commission).
The commission also lists the documents that pass across at handover, including appliance warranties, product manuals, water and sewage notices, energy ratings, and certificates for electrical, plumbing and gas work, with waterproofing certificates (Forms 12 or 43) for work above $3,300 and a pool inspection certificate (Form 17) where a pool or barrier is installed. On a multi-lot project that document set is the raw material for the body corporate handover discussed further below, so it tends to be worth collecting as it is produced rather than assembling it after the last trade has left.
Western Australia and the remaining states and territories
Western Australia runs occupation through its building permit system, and for a strata project the settlement-critical step is registration of the scheme itself, covered in the next section. The same three gates apply in the remaining states and territories, under different names and with a different approving body: an occupation or completion sign-off, a certificate that the subdivision conditions have been met, then registration of the plan and creation of the titles. The document names, fees and time limits are published by the relevant land registry and by the council or territory planning authority, and those are the places to confirm the position for a project in those jurisdictions.
How does a plan get registered, and who signs off first?
Registration is the gate that creates the titles, and in every state it needs an approving body’s certificate before the registry will accept the plan. The names differ, the structure does not: a surveyor prepares the plan, an authority certifies that the development approval conditions are met, and the registry registers the plan and creates the lot titles.
New South Wales
In New South Wales the plan carries the approval on its face. The Registrar General’s Guidelines state that “the Administration Sheet of a new deposited plan must incorporate a Subdivision Certificate”, and that the certificate may be issued by the consent authority where the subdivision has development consent, or by the council where it does not, with the certifier’s accreditation number and the application file number shown (Registrar General’s Guidelines).
Lodgement itself is electronic. The Registrar General records that from 11 October 2021 “all land dealings, caveats and priority notices are mandated to be lodged electronically, irrespective of the date they were signed”, that certificates of title were cancelled from that date and “will no longer be issued”, and that existing certificates of title “cannot be required to be produced to have a dealing or plan lodged for registration” (Registrar General, New South Wales). For a developer the practical effect is that settlement is a scheduled electronic workspace with every party present at the same moment, which removes the old scramble for paper titles and replaces it with a dependency on every party being ready at the appointed time. One unready participant stops a settlement that is otherwise complete.
The registration of the strata plan also starts a clock on the scheme itself. New South Wales Fair Trading states that the initial period “starts the day the strata plan is registered with the NSW Land Registry services and ends when the original owner sells more than one third of the total unit entitlements” (NSW Fair Trading).
Victoria
Victoria separates certification of the plan from the statement of compliance. The City of Ballarat describes the sequence: after the planning permit, “the subdivision plan must then be certified in accordance with the Subdivision Act 1988”, with most surveyors lodging the certification application through the Surveying and Planning through Electronic Applications and Referrals system, and “servicing authorities must also consent to the plan being certified”. Once the permit requirements are satisfied and the servicing authorities approve the works, the council issues the statement of compliance, and the applicant lodges that document with the certified plan with Land Use Victoria, “who will then commence the process of issuing titles for the new lots” (City of Ballarat).
Two dependencies in that sentence are outside the developer’s control and are a common source of slippage: the servicing authority consents, and the council’s satisfaction that every condition has been met. Works-in-kind, bonded landscaping and outstanding contributions all tend to surface at this point rather than earlier. The staging and condition structure that feeds into it is covered in the guide to subdivision in Victoria.
Queensland
Queensland calls the step plan sealing. Brisbane City Council describes it as “the process of lodging a subdivision plan (survey plan) with Council for approval”, and states that “plan sealing is needed to register a title with Titles Queensland”. The council’s published requirements include the survey plan, Titles Queensland Form 18A, a utility connection certificate and documentation showing compliance with all development approval conditions, and require that “all relevant fees and charges have been paid, including infrastructure charges, any outstanding rates balance, application and compliance fees”.
Two published timeframes matter to a settlement programme. The council will “review your application and send you a response within 20 business days”, and the applicant must “lodge the survey plans for registration with Titles Queensland within 6 months” after council approval (Brisbane City Council). On approval the council issues a notice of approval and a planning body approval of survey plan, Form 18B, and where a community titles scheme is involved an approval of the community management statement, Form 18C, which together allow lodgement and creation of the new titles.
The infrastructure charges point is worth separating out, because it is a cash event rather than a paperwork event. Where charges remain unpaid, the plan does not get sealed, so the charge has to be funded before any settlement proceeds are available to fund it. On a staged project that can mean the first stage carries a charge that only the second stage’s settlements can comfortably absorb.
Western Australia
Western Australia registers the scheme documents together. Landgate states that “all Scheme Documents are registered simultaneously”, comprising the scheme plan, a scheme notice recording the scheme name, the strata company address and whether the scheme is leasehold, a schedule of unit entitlements, the scheme by-laws where the plan indicates them, and a strata lease for leasehold schemes.
Two time limits are published and both are capable of resetting a programme. The schedule of unit entitlements is valid for two years from the valuer’s certificate. For survey-strata plans, Landgate states that “the Registrar of Titles is not to create or register certificates of title for lots on a survey-strata plan unless the plan has been endorsed by [the Western Australian Planning Commission] within 2 years of the application to register the strata titles scheme”, and that where the deadline passes the plan is marked expired and will need to be re-lodged or resubmitted to the Western Australian Planning Commission for approval (Landgate). On registration, “separate titles are prepared for each lot on the scheme plan in the name of the applicant. No titles are created and registered for common property.”
A two-year window on a valuer’s certificate is generous on a single-stage townhouse project and tight on an apartment building that has been delayed, so the date on that certificate is one of the few pieces of settlement paperwork that may be worth tracking on the programme itself.
How much notice does a purchaser get before settlement?
A purchaser who bought off the plan generally cannot be called on to settle the moment the plan registers. The notice period runs after registration, and in New South Wales it is both defined and protected.
The Registrar General states that developers must provide registered plans 21 days before settlement, and that “Purchasers cannot be compelled to settle within that 21 day period” (Registrar General, New South Wales). For a settlement programme that is three weeks of interest on full facility exposure, after every other gate has closed, and it is not compressible by agreement in the contract.
The same page sets out the rest of the New South Wales off-the-plan regime, and the parts that bear on a settlement run are these:
- A disclosure statement must be attached to the contract, and under the Conveyancing (Sale of Land) Regulation 2022 a purchaser may rescind within 14 days if the required documents were not attached before signing.
- Under section 66ZL of the Conveyancing Act 1919 (NSW), the vendor must notify purchasers of changes that make the disclosures inaccurate in material particulars, being those that adversely affect the use or enjoyment of the lot. Changes to lot numbers, street names and, where the contract permits, parking and storage particulars are excluded.
- Where a material particular has changed, the purchaser may rescind or claim compensation of up to 2 per cent of the purchase price, with both remedies exercisable within 14 days of being notified.
- The cooling-off period on an off-the-plan contract is 10 business days, against 5 business days for an established property.
- Deposits and instalments “must be retained by the stakeholder in a trust or controlled money account during the contract period” and cannot reach the vendor before settlement.
- The Registrar General’s guidance describes section 66ZS of the Conveyancing Act 1919 (NSW) as restricting sunset clause terminations without Supreme Court orders.
The deposit point is the one most often misread in a feasibility. Deposits on off-the-plan sales are generally not working capital. They sit in trust until settlement, which is part of why the facility rather than the presales funds construction, and why the shape of the sell-down matters more than the total number of presales achieved.
Victoria restricts sunset clause rescission in a similar direction. Consumer Affairs Victoria records that under the Sale of Land Amendment Act 2019, “developers will only be able to exercise a sunset clause with written consent from the buyer, or permission of the Supreme Court”, applying to contracts executed from 23 August 2018 (Consumer Affairs Victoria). The practical consequence for a delayed project is that the contracts signed at the top of the market cannot be shed cheaply because the delivery date slipped. A developer facing a sunset date has a negotiation or an application, not a right.
What leaves the settlement account on the day?
Three things commonly move at a settlement that the developer’s own forecast does not always show separately: the withheld goods and services tax (GST) amount, the purchaser’s duty, and the amount applied to the facility under the discharge arrangement.
The withholding is the one that changes the developer’s cash position. For new residential premises and potential residential land, the Australian Taxation Office (ATO) states that “the supplier must notify the purchaser in writing (supplier notification) before settlement of the property”, and that the purchaser “pays the withholding amount directly to us at the time of settlement, instead of to you”. The published rate is 1/11th of the contract price, or 7 per cent of the contract price where the margin scheme applies. The purchaser lodges the settlement withholding notification and the settlement date confirmation online, and the supplier reports all property sales at label G1 and the GST on sales at label 1A, with the credit transferred into the supplier’s activity statement account when the relevant activity statement is lodged (ATO).
Read as a cashflow fact rather than a tax fact, that is a timing difference between the day of settlement and the day the activity statement is lodged and processed. The amount is not lost, and where the margin scheme applies the withheld 7 per cent may exceed the actual liability, but the gap is funded by the developer in the meantime. How the margin itself is calculated is covered in the GST and property development guide.
Duty is the purchaser’s cost, not the developer’s. Revenue NSW states that “transfer duty is paid by the purchaser or transferee, even if someone else arranges the payment”, and that duty must be paid by the earliest of the settlement date where the transaction involves a property transfer, or within 3 months of signing the contract for sale (Revenue NSW). It appears here because a purchaser who cannot fund duty cannot settle, and an unsettled lot is the developer’s problem even though the liability is not.
For off-the-plan purchases Revenue NSW publishes a deferral, allowing eligible purchasers to “defer paying transfer duty for up to 12 months”, with duty payable at the earliest of 15 months after signing the contract for sale, completion and settlement, or assignment of any part of the contract. The deferral requires a genuine intention to use the property as a principal place of residence, with at least one purchaser moving in within 12 months after completion and occupying it for a continuous period of at least 12 months for contracts exchanged on or after 1 July 2023. It is not available where any purchaser is a foreign person at the time of signing (Revenue NSW). The relevance to a developer is in the buyer profile of the sell-down rather than in its own return: an investor-weighted or foreign-purchaser-weighted book has a different settlement risk shape to an owner-occupier book, because the parties funding duty at settlement are funding it from different places.
In Victoria, duty is handled through the State Revenue Office’s Duties Online system or through an electronic lodgement network at settlement (State Revenue Office Victoria).
The third movement is the discharge. Where the land and the works are mortgaged, the financier’s partial discharge of the mortgage over the settling lot has to be available in the settlement workspace on the day, and the facility will specify how much of the proceeds is applied to the debt before any surplus is released. That is a term sheet question rather than a general rule, and the current facility documents are where the answer sits. What tends to catch developers is not the percentage but the administration: a partial discharge authority that has to be requested lot by lot, with its own lead time, against a settlement calendar of twenty or thirty lots in a fortnight.
Worked example: a 40 apartment settlement run
The arithmetic below is illustrative and uses round numbers so each figure can be followed through.
A 40 apartment building is fully presold, all contracts at the same price of $950,000, so the gross realisation on the sell-down is $38,000,000. Deposits were taken at 10 per cent, which is $95,000 a lot and $3,800,000 in total, held in trust. The margin scheme applies to the sales, so the withholding rate is the published 7 per cent of the contract price.
For one lot:
- Contract price: $950,000
- Deposit held in trust: $95,000
- Balance payable at settlement: $855,000
- Withheld and paid to the ATO by the purchaser: $66,500, being 7 per cent of $950,000
- Cash reaching the developer’s side at settlement: $788,500, being the $855,000 balance less the $66,500 withheld
- Plus the released deposit: $95,000
- Total cash to the developer’s side on that lot: $883,500, and $883,500 plus $66,500 equals the $950,000 contract price
Across all 40 lots:
- Gross realisation: $38,000,000
- Withheld and paid to the ATO: $2,660,000, being 40 lots at $66,500
- Total cash to the developer’s side: $35,340,000
The $2,660,000 is not a cost. It is a credit on the supplier’s GST property credits account, transferred into the activity statement account on lodgement of the relevant activity statement. The cost is the period between the two.
Second scenario, changing one input. Assume the actual margin scheme liability across the 40 lots works out to $2,100,000 rather than the $2,660,000 withheld, because the margin on these lots is lower than a flat 7 per cent of price implies. The $560,000 difference is recovered through the activity statement rather than at settlement. Nothing else in the example changes: the $35,340,000 still arrives at settlement, and $560,000 of it arrives later than a model that netted GST at its true rate would have shown.
Two further points that the worked example deliberately does not quantify, because they are facility-specific and the current loan documents are where they are set. The first is how much of that $35,340,000 is applied to the facility before any surplus releases to the developer. The second is the interest accruing across the whole settlement tail, including the 21 days of notice that New South Wales purchasers cannot be required to waive. Both belong in the model as dated lines rather than as assumptions, and both are covered in the peak debt guide.
What does the developer still owe after the last settlement?
The last settlement is not the end of the developer’s obligations. In every state the registration of the plan creates a body corporate or owners corporation, and the original owner carries statutory duties to it that run well past the final transfer.
New South Wales. Fair Trading states that once the initial period ends, “the original owner must hold the first annual general meeting within two months”, and that during the initial period the original owner cannot change, cancel or make new by-laws that do not give a right or obligation to all owners or all lots, and cannot alter common property except under a development contract. The original owner must also estimate the amount it will need to credit to the administrative fund within 14 days (NSW Fair Trading). Separately, the strata building bond scheme runs an inspection timetable after completion: an interim inspection between 15 and 18 months, a final inspection between 21 and 24 months, with the bond funding rectification of defects identified and the balance returned to the developer where there are none (NSW Government).
That timetable is the reason a developer’s exposure on an apartment project does not close at the last settlement. A bond lodged before the occupation certificate application may not be fully released for two years after completion, and the entity holding it generally still needs to exist and be solvent across that window.
Victoria. Consumer Affairs Victoria states that the initial owner should “call the owners corporation’s first meeting within 6 months of registering the plan of subdivision”, with notice sent at least 14 days before the meeting to all members, and that a committee is mandatory where there are 13 or more lots (Consumer Affairs Victoria). At that first meeting the developer must provide the building maintenance manual, an asset register, “copies of any warranties or, if copies are not able to be provided, details of any warranties”, and “copies of any specifications, reports, certificates, permits, notices or orders in relation to the plan of subdivision”. Consumer Affairs Victoria also records an obligation period running “for 10 years, from the registration of the plan of subdivision”, and that a developer’s contract term with the owners corporation “must not exceed three years in duration” (Consumer Affairs Victoria).
Queensland. The original owner must hold the first annual general meeting of the body corporate, and the Queensland Government publishes the timing as “within 2 months after either more than 50% of the lots in the community titles scheme are sold” or “6 months has passed since the scheme was established”, with documents handed over to the body corporate at that meeting (Queensland Government).
Note the difference in trigger. Queensland’s clock can start on a sales milestone, so a fast sell-down brings the first annual general meeting forward. New South Wales ties its clock to the end of the initial period, which is also a sales milestone measured in unit entitlements. Victoria ties its clock to registration, which means the date is known the moment the plan registers and does not move with the market.
The document set those meetings require is the same material the builder hands over at completion, which is why collecting it as it is produced tends to be cheaper than reconstructing it. Residential warranty cover is a related obligation with its own state-by-state shape, covered for New South Wales in the guide to home warranty insurance.
How does the sequence work in New Zealand?
New Zealand runs the same three gates under different legislation, and adds a disclosure obligation close to settlement that has no direct Australian equivalent.
The building sign-off is the code compliance certificate. The Ministry of Business, Innovation and Employment guidance states that “the owner must apply for a code compliance certificate after all work set out in the building consent approval has been completed”, that “the building consent authority has 20 working days in which to decide whether to issue the code compliance certificate”, and that the relevant provisions are Part 2, Subpart 5, sections 91 to 95 of the Building Act 2004. It also records that “it is an offence for a commercial on-seller to transfer a household unit without a code compliance certificate” (building.govt.nz).
For a developer selling completed dwellings, that last sentence is the settlement dependency. Twenty working days is roughly four weeks of decision time sitting between the end of construction and the ability to transfer, and it starts when the application is made rather than when the work finishes.
Subdivision approval runs through the Resource Management Act 1991. Land Information New Zealand’s registration guidance deals with certificates under sections 223 and 224(c) of that Act, notes that it cannot deposit plans with lapsed section 223 approvals, and explains that on deposit the new title reference does not exist until the document that issues the new titles has been registered, so transfers consolidating new lots have to be registered before that document and have to show the existing title reference (Land Information New Zealand). The lapsing point is the one with programme consequences: an approval obtained early on a slow project can expire before the plan is ready to deposit.
For unit title developments, section 151 of the Unit Titles Act 2010 requires the seller to provide a pre-settlement disclosure statement “on a date that is later than 5 working days before the settlement date but prior to the settlement date”. Where it is provided late but before settlement, the buyer may delay settlement “until the fifth working day after the date on which the pre-settlement disclosure statement was provided”, and where it is incomplete, inaccurate or missing by close of business the day before settlement, the buyer may delay until the fifth working day after a complete and accurate statement is provided (Unit Titles Act 2010, section 151).
A seller’s administrative slip on one statement therefore moves one settlement date by a week, at the seller’s cost. On a 60 unit building settling in a fortnight, the exposure is in the volume of statements rather than the difficulty of any one of them.
Where does the settlement programme usually slip?
The slippage tends to come from dependencies rather than from the settlements themselves. The pattern across the published requirements above is consistent.
An approval with its own expiry. Western Australia’s two-year endorsement window for survey-strata plans and its two-year validity on the schedule of unit entitlements, Queensland’s six months to lodge after plan sealing, and New Zealand’s lapsing section 223 approvals all sit on dates that were set before the delay happened. A delayed project is the case in which they bite, which is also the case in which nobody is looking at them.
A payment that gates a certificate. Queensland’s plan sealing requires infrastructure charges, outstanding rates, application and compliance fees to be paid. New South Wales requires the strata building bond before the occupation certificate application. In both, a cash obligation sits upstream of the settlements that would fund it.
A third party’s consent. Victoria’s statement of compliance depends on servicing authority consent and on the council being satisfied every condition is met. That is the step most likely to reveal an unfinished works-in-kind obligation, and it is not a step a developer can accelerate by being ready.
A notice period that cannot be compressed. The 21 days the Registrar General requires between a registered plan and settlement in New South Wales, and the five working days before settlement for a New Zealand pre-settlement disclosure statement, are floors rather than targets.
A change to the plan. Where a material particular changes, the New South Wales regime gives the purchaser 14 days to rescind or claim up to 2 per cent of the purchase price. A late design change made to solve a construction problem can therefore create a contract problem across the whole book at once.
Encumbrances on the title. A caveat or an unresolved interest recorded against the parent title has to be dealt with before the plan can proceed cleanly, which is covered in the guide to caveats on property title. The surveyor’s work and the registry’s requirements for the plan itself are covered in the guide to land surveyors for developers.
Taken together, the useful discipline is to carry each of these as a dated item on the programme with a named owner, in the same way a construction milestone is carried. The settlement tail is the only part of a development where the critical path runs through other people’s offices.
What to ask your lawyer, your accountant and your certifier
These are the questions that decide the settlement programme on a specific project, and they are answered on the project’s own facts rather than in a guide.
For the conveyancing lawyer or licensed conveyancer:
- What is the notice period our contracts require after registration, and how does it interact with the statutory minimum in this state?
- Which of our disclosure documents would be affected if the plan changes between now and registration, and what would trigger a material particular notification?
- What is our exposure if a material particular has changed, across the whole book rather than lot by lot?
- Where are our deposits held, on what terms, and when are they released?
- If the sunset date passes before registration, what are our options, and what would an application to the court require us to show?
- How many settlements can realistically be booked in one day given the electronic workspace requirements, and what happens to the rest if one party is not ready?
- What encumbrances are currently recorded against the parent title, and what has to be removed before the plan can be registered?
For the accountant:
- Does the margin scheme apply to each class of lot in this project, and what withholding rate follows from that?
- When does the supplier notification have to be issued, what does it have to say, and who is issuing it for each contract?
- What is the expected gap between the withheld amounts paid at settlement and the credit arriving through our activity statements, and how is that funded?
- If the withheld amount exceeds our actual liability, what is the recovery timing?
- Which entity in the structure is the supplier for GST purposes on each lot, and does that match the contracting entity?
For the certifier, surveyor and project team:
- What is the critical path from practical completion to a registrable plan, with every approving body named and its published turnaround time?
- Which of our approvals and certificates has an expiry date, and when is each one?
- What outstanding conditions, contributions or works-in-kind would stop the approving body issuing its certificate?
- What is the complete document set the body corporate or owners corporation handover requires, and who is holding each item now?
- For an apartment project, when does the bond or equivalent have to be in place relative to the certificate application?