Acquisition of interest in landholders [effective on and from 1 July 2009]
- The items listed below are not links. They indicate where you are in this process.
Start
Landholder
Interest
Relevant interest
Conclusion - liable
Not liable
Exempt transaction
Concessions
The provisions relating to Acquisition of interests in Landholders apply to relevant acquisitions in private landholders made on or after 1 July 2009 and in public landholders on or after 1 October 2009.
Where a company or unit trust scheme holds land in NSW valued at $2,000,000 or more, an acquisition of shares in company or units in the unit trust scheme, may attract duty at the general rate as if it were an acquisition of the land held by such entity.
To be a landholder prior to 1 December 2009, the unencumbered value of the land holdings in NSW must be $2,000,000 or more.
From 1 December 2009 if a land holding consists of an estate in fee simple in land, the value of the land (as determined under the Valuation of Land Act 1916), rather than the unencumbered value of the land, is used to determine whether the $2,000,000 threshold is met. (However, once a liability arises, duty will still be calculated with reference to the unencumbered value of the land holdings in NSW).
A liability at the general rate arises whenever a person or persons make a relevant acquisition in a landholder.
When a relevant acquisition is made, the person or persons acquiring the interest must complete an Acquisition Statement and submit it to the Office of State Revenue for assessment of duty.
Duty is calculated at the general rate, on the amount calculated by multiplying the unencumbered value of all the land holdings and goods of the landholder in New South Wales by the proportion of that value represented by the interest acquired.
Generally duty is calculated on both the current acquisition and any other acquisitions made by the person or any associated person in the period commencing three years before the date of the relevant acquisition and ending on the date of the relevant acquisition.
Exemptions or concessions may apply to certain types of acquisitions.
What is a landholder?
A unit trust scheme, a private company or a listed company is a landholder if:
(i) From 1 July 2009 to 30 November 2009, the unencumbered value of the land holdings in NSW was $2,000,000 or more.
(ii) From 1 December 2009, it has land holdings in NSW with a threshold value (as determined under the Valuation of Land Act 1916) of $2,000,000 or more.
However, once a liability arises, duty will still be calculated with reference to the unencumbered value of the land holdings in NSW.
A landholder is a private landholder if the landholder is a private unit trust scheme or private company.
A landholder is a public landholder if the landholder is a public unit trust scheme or a listed company.
A public unit trust scheme means a listed trust or widely held trust. A listed company means a company any of the shares of which are quoted on the Australian Stock Exchange or any exchange of the World Federation of Exchanges.
Relevant Acquisition
A relevant acquisition is made when a person or persons acquire an interest in a landholder:
- that is of itself a significant interest in the landholder, or
- that, when aggregated with other interests in the landholder held by the person or an associated person, results in an aggregation that amounts to a significant interest or
- that when aggregated with other interests in the landholder acquired by the person or other persons under transactions that form, evidence, give effect to or arise from what is substantially one arrangement between acquirers, results in an aggregation that amounts to a significant interest in the landholder or
- that increases an existing significant interest.
Interest
Prior to 1 December 2009 A person had an interest in a landholder if the person had an entitlement (other than as a creditor or other person to whom the landholder is liable) to a distribution of property from the landholder on a winding up of the landholder or otherwise.
From 1 December 2009 a person has an `interest’ in a landholder if the person, in the event of a distribution of all the property of the landholder, would be entitled to any of the property distributed.
Note: to avoid any doubt, `property’ includes money, and a reference to a distribution of property includes a reference to the payment of money.
However, an entitlement that arises merely because a person has a debt interest (within the meaning of Division 974 of the Income Tax Assessment Act 1997 of the Commonwealth) in a landholder, or an interest that would be a debt interest if the landholder were a company for the purposes of that Division, is not an interest in a landholder for the purposes of Chapter 4.
In determining whether a person has a significant interest in a landholder, a distribution of property to any person in the person’s capacity as the holder of a debt interest is to be disregarded.
Significant Interest
A person who has an interest in a landholder has a significant interest in the landholder if the person, in the event of a distribution of all the property of the landholder immediately after the interest is acquired would be entitled to:
- in the case of a private landholder – 50% or more of the property distributed or
- in the case of a public landholder - 90% ore of the property distributed.
Person includes a landholder.
Acquisitions in Public Landholders
If you have made a significant acquisition in a public landholder on or after 1 October 2009 please contact us.
Excluded Interest
An interest in a landholder that was acquired at a time when the landholder did not hold land in NSW is not counted during the period of 12 months after the landholder first holds land in New South Wales.
If you have made an acquisition in a private landholder, to determine whether or not you are liable to duty under the landholder provisions select start and answer the following questions.
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