What are interests and significant interests in landholders?
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.
To avoid doubt, for the purpose of landholder duty, 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) 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.
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 was acquired, would be entitled to:
a) in the case of a private landholder — 50% or more of the property distributed, or
b) in the case of a public landholder — 90% or more of the property distributed.
Example: A husband and wife each acquire a 30% interest in a private landholder. Together they have made a relevant acquisition that would be liable to landholder duty.
If an agreement is made to purchase or issue a share or unit in a private landholder, then, on and from the agreement liability date:
a) the purchaser or person to whom the unit or share is to be issued is taken to have an entitlement to a distribution of property of the landholder in the event of a distribution of all the property of the landholder (as if the purchase or interest acquired by the person were registered on the agreement liability date), and
b) in the case of an agreement to purchase a share or unit, the registered interest of the vendor in the unit or share is to be disregarded.
Note: Accordingly, the purchaser or person to whom a share or unit is issued under an agreement for the sale or issue of a share or unit in a landholder acquires an interest in the landholder on the agreement liability date.
The agreement liability date is the date on which the following occurs (whichever occurs first):
a) the agreement is completed,
b) the necessary transfer or title documents are delivered to the person acquiring the share or unit,
c) the consideration for the purchase or issue is paid,
d) the period of 12 months beginning on the date of first execution of the agreement, or such longer period as the Chief Commissioner may approve, expires.
If:
a) at the time of acquisition of an interest by any person in a landholder that necessitates the lodgment of an acquisition statement under this Chapter, the person was the purchaser or person to whom a unit or share was to be issued under an uncompleted agreement for the purchase or issue of a share or unit in a landholder, and
b) the agreement is subsequently rescinded, annulled or otherwise terminated without completion, the Chief Commissioner is to assess or reassess the statement on the basis that the purchaser or person to whom the unit or share was to be issued did not have an interest in the landholder as a result of the agreement.
An interest in a landholder that was acquired at a time when the landholder did not hold land in New South Wales is not counted during the period of 12 months after the landholder first holds land in New South Wales.
