Aggregation of dutiable transactions

Ruling number: DA-026v3

Draft ruling

Comments on this draft revenue ruling are welcomed at PublicRulings@sro.vic.gov.au by 5.00pm AEST, 21 April 2026 . We will consider all comments submitted by the closing date. We do not accept late comments.

Ruling history

Ruling number	DA-026v3
Status	Draft
Issue date	TBC
Replaces	DA-026v2
Issued by	Commissioner of State Revenue

Preamble

The Duties Act 2000 (the Act) charges duty on dutiable transactions, such as transfers of land. Because duty is calculated at progressive rates, the total duty payable on 2 or more dutiable transactions may differ depending on whether the transactions are assessed separately or together.
Section 24(1) of the Act provides that dutiable transactions relating to separate items or separate parts of dutiable property are to be aggregated and treated as a single dutiable transaction if both of the following criteria are satisfied:
1. either: if the dutiable transactions arise from contracts of sale, the contracts are entered into within 12 months; or in any other case, the dutiable transactions occur within 12 months; and
2. the dutiable transactions together form, evidence, give effect to or arise from what is, substantially, one arrangement relating to all of the items or parts of the dutiable property.
Section 24(1) applies to dutiable transactions involving land, dutiable goods under section 10(1)(d), and interests in fixtures dealt with separately from the land on which they are located under section 10(1)(ad).
The purpose of this ruling is to clarify how and when the Commissioner of State Revenue (the Commissioner) will aggregate dutiable transactions under section 24(1), including:
1. the circumstances in which 2 or more dutiable transactions will be considered to form ‘substantially one arrangement’; and
2. the factors the Commissioner will take into account in making that determination.
The phrase ‘substantially one arrangement’ also appears in the definition of ‘associated transaction’ in section 3(1) of the Act. That definition is relevant for the landholder provisions in Part 2 of Chapter 3 of the Act and is not addressed in this ruling. For guidance on the meaning of associated transaction, refer to Revenue Ruling DA‑057v2.

Ruling

Criterion 1 - The 12-month period

For dutiable transactions that arise from contracts of sale, the contracts must be entered into within 12 months of each other. For all other dutiable transactions, the dutiable transactions must occur within 12 months of each other.
The 12‑month period does not apply if one or more of the dutiable transactions relate to fixtures (section 24(1A)). These transactions are aggregated if they form substantially one arrangement, regardless of when they occur.

Criterion 2 - Substantially one arrangement

Aggregation applies only where dutiable transactions together form, evidence, give effect to or arise from what is ‘substantially one arrangement’ relating to all of the items or parts of dutiable property.
Whether dutiable transactions form substantially one arrangement is a question of fact, assessed having regard to all relevant circumstances that exist at the time the transactions are entered into or take place. Subsequent events do not change the character of the transactions, although they may be relevant as evidence that substantially one arrangement existed at the time the transactions were entered into or took place: Blood Properties Pty Ltd v Commissioner of State Revenue (Taxation) [2005] VCAT 754.

Meaning of arrangement

The term ‘arrangement’ is not defined in the Act. The Butterworths Legal Dictionary defines an arrangement as ‘generally, an agreement, plan, or compact, the legal effect of which depends on the context in which it is used’.
Courts have interpreted the term arrangement in various statutory contexts. In an income tax context, the High Court has described an arrangement as constituting a wider course of action than a single agreement, and as including ‘all kinds of concerted action by which persons may arrange their affairs for a particular purpose or so as to produce a particular effect’: Bell v Federal Commissioner of Taxation (1953) 87 CLR 548.
In a stamp duty context, the term arrangement has been interpreted consistently with this broad approach. It can comprise a series of separate transactions forming an overall course of dealing and can be something less than a legally enforceable contract or agreement: Chief Commissioner of State Revenue v Pacific General Securities Ltd & Finmore Holdings Pty Ltd (2004) 58 ATR 17; Wakefield v Commissioner of State Revenue (Qld) [2019] QSC 85.

Substance over form

The word ‘substantially’ is an important qualifier to the phrase ‘one arrangement’. It invites consideration of the substance of the transactions, looked at together, rather than their form: Jeffrey v Commissioner of Stamps (1980) 23 SASR; Brianco Nominees Pty Ltd & Ors v Commissioner of State Revenue (Taxation) [2008] VCAT 999; Wakefield.

Essential unity

In determining whether dutiable transactions form substantially one arrangement, the Commissioner will consider whether there is some essential unity, some oneness, some unifying factor (that is, some relationship, connection or interdependence) between the transactions: Jeffrey; Urban Consolidation and Development Pty Ltd and Ors v Commissioner of State Revenue (Taxation) [2011] VCAT 593. The focus is on the relationship between the dutiable transactions, not the parties to the transactions: Oliver Hume Property Funds (Broad Gully Rd) Diamond Creek Pty Ltd v Commissioner of State Revenue [2024] VSCA 175.
The requisite unity is to be inferred from all the circumstances surrounding the dutiable transactions and the relationship between them, including the conduct of the parties to the transactions. There will be no such unity if the dutiable transactions are separate, independent and unconnected with each other: Brianco.
The relationship between the dutiable transactions must be an integral and not a fortuitous one depending merely on such circumstances as contiguity (that is, proximity) in time or place: Jeffrey.

Parties to the dutiable transactions

The number of transferors or transferees does not of itself determine whether dutiable transactions form substantially one arrangement. Where there is more than one transferee, it is not necessary that the transferees are ‘associated persons’ as defined in section 3(1) of the Act, although such circumstances may be relevant to whether transactions form substantially one arrangement.

Factors the Commissioner will take into account

In considering whether dutiable transactions form substantially one arrangement, the Commissioner will examine all the circumstances surrounding the transactions and the relationship between them. The following factors may be relevant to that determination. The list is non-exhaustive, and the relevance and weight given to a particular factor will depend on the circumstances: Pacific General Securities.

Transaction documents, negotiations and interdependency

Whether the transactions were negotiated together or separately
Whether the transactions are documented in a single agreement or multiple agreements that reference each other
Whether any transaction is conditional upon, or otherwise dependent on, the entry into or completion of another transaction
The existence of any agreement, understanding or arrangement (written or oral) between the parties
Whether the transferee or transferees received a discount for acquiring multiple items of dutiable property together
Whether multiple items of dutiable property were negotiated and priced as a package, even if consideration was later allocated between the items
Whether the items of dutiable property were genuinely available for separate acquisition, including whether they were independently offered to the market

Timing of the transactions

The period over which the contracts were entered into and the transactions occur
Whether the timing of the transactions was integral to achieving the parties’ commercial purpose or merely coincidental

Property usage and its characteristics

For transactions involving land:
- Whether the transactions involve fractional interests in the same land
- For multiple parcels of land: their physical proximity, interconnection or functional relationship (such as shared access or services)
For transactions involving land and dutiable goods: the use of the goods and whether they are or were used in connection with the land or have a functional relationship with the land
For transactions involving fixtures: the use of the fixtures and whether they are or were used in connection with other interests in land or other fixtures being acquired
For all types of dutiable property: whether the dutiable property was or will be used together or for an integrated purpose by the transferor or transferee (for example, as part of the same business or development)

Conduct of the parties

Whether the parties to the transactions are identical or associated persons
Where there are different transferors: whether the transferors are independent of each other or have a pre-existing relationship or connection relevant to the transactions
Where there are different transferees: the relationship between the transferees, including whether they have a common purpose relevant to the transactions

Worked examples

Example 1: Interdependent contracts with different vendors (aggregated)

A manufacturer enters into 2 contracts to purchase adjacent properties from 2 unrelated vendors. One property contains a manufacturing plant, and the other is vacant land required for the plant’s expansion. Each contract is conditional upon the successful completion of the other.

The interdependency between the contracts demonstrates the essential unity required to form substantially one arrangement, notwithstanding that the vendors are unrelated.

Example 2: Common purpose without contractual interdependency (aggregation)

A purchaser enters into 3 separate contracts over 2 months to purchase 3 adjoining commercial properties from the same vendor. The properties are currently operated as a single retail complex with shared car parking and services. The contracts are not conditional on each other. The purchaser intends to continue operating the properties as an integrated retail complex.

The existing functional relationship between the properties, their shared services, and the purchaser’s intention to maintain their integrated use demonstrate the essential unity required to form substantially one arrangement. If the properties had no functional relationship and the purchaser intended to use each property independently for unrelated purposes, the transactions would not be aggregated merely because they were purchased from the same vendor within a short period.

Example 3: Auction purchases (not aggregated)

At an auction of lots in a new subdivision of land, a purchaser acquires 4 lots. Each lot is offered for sale separately and is the subject of a separate bidding process.

The relationship between the transactions is fortuitous: each acquisition results from an independent bidding process. If the purchaser had arranged before the auction to acquire specific lots for a combined development, the transactions may be aggregated notwithstanding that they were acquired at auction.

Example 4: Same parties, proximate timing, but genuinely separate decisions (not aggregated)

An investor purchases a unit in a residential building from a vendor. One month later, the investor decides to purchase a second unit in the same building from the same vendor. The contracts are separately negotiated and not conditional on each other, and the vendor provided no discount for the second acquisition. The investor has no plans to use the units together or for a combined purpose.

Although the parties, timing, and properties are closely connected, there is no integral relationship between the transactions. The second acquisition was a separate decision unconnected with the first. If the investor had negotiated both purchases together, or had received a discount for acquiring 2 units, the transactions may be aggregated.

Indicative examples

Situations where the Commissioner would generally consider there to be substantially one arrangement

Where separate transfers arise from a single contract or option
Where fractional interests in the same property are acquired
Where all the lots in plan of subdivision are sold to the same transferee under circumstances indicating a single course of dealing
Where separate parcels of land are sold subject to approved plans for building or development across the separate parcels, and the transferee intends to develop the parcels in accordance with those plans
Where separate parcels of land used for the same business are sold by separate contracts to one person or associated persons
Where land and a business conducted on the land are sold by one vendor to the same person or associated persons
Where all or substantially all of the units, lots or interests in the same building or complex are sold to the same person or associated persons
Where fixtures located on separate parcels of land are separately transferred and the fixtures or will be used in connection with the same business

Situations where the Commissioner would generally not consider there to be substantially one arrangement

Where there is an exchange of properties between parties (including associated persons), provided neither party acquires more than one property
Where different properties are transferred to different family members under a deed of family arrangement, with each recipient receiving a different property
Where different properties are distributed to different persons as a result of a winding up of a company or unit trust scheme, or a deceased estate
Where property is distributed to different persons pursuant to a court order or binding financial arrangement made under the Family Law Act 1975 (Cth), provided no person acquires more than one property
Where property is transferred pursuant to court orders made in settlement of litigation, provided no person acquires more than one property
Where a trustee distributes different properties to different beneficiaries as separate, independent decisions, with each distribution made without regard to other distributions or any pre-arranged plan
Where co-owned property is partitioned, with each co-owner receiving sole ownership of a separate property

The above indicative examples are provided as a guide only. Each matter will be considered on its own facts having regard for the principles and factors set out in this ruling. Where a distribution results in multiple properties being transferred to the same person or associated persons, those transfers may still form substantially one arrangement and be aggregated.

How duty is calculated on aggregated transactions

Where dutiable transactions are aggregated under section 24(1), duty is payable on the total of the dutiable values of the items or parts of dutiable property. The dutiable value of each item or part of dutiable property is calculated as at the time the contract of sale was entered into or, if there was no contract, the time the dutiable transaction occurred (section 24(3)). The duty payable is reduced by any duty already paid on an aggregated dutiable transaction and is then apportioned between the transactions as determined by the Commissioner (sections 24(4) and (5)). Because duty is calculated at progressive rates, the effect of aggregation is that the total duty payable on the aggregated dutiable transactions may be greater than the duty payable if each transaction were separately assessed.

Disclosure requirements

If dutiable transactions form substantially one arrangement, a transferee must disclose to the Commissioner in writing, at or before lodgement, the following details known to the transferee (section 24(6)):
1. all the items or parts of dutiable property included or to be included or to be included in the arrangement; and
2. the consideration for each item or part of that dutiable property.

The above details can be disclosed to the Commissioner through the Digital Duties Form. Failure to comply with this disclosure requirement may result in penalties of 600 penalty units for a body corporate and 120 penalty units in any other case.

Exceptions from aggregation and related provisions

The following provisions are relevant to the aggregation of dutiable transactions under section 24(1):
- Independent sale of land and business goods (section 22B): Where land and business goods relating to that land are sold under separate interdependent contracts to different unrelated purchasers, section 24 does not apply if the Commissioner is satisfied that the contracts are not substantially one transaction, despite their interdependence.
- Registered domestic builders (section 24(2)): An exception from aggregation applies for registered domestic builders who acquire vacant land and intend to construct residential premises on the land for the purpose of selling that land to the public. For guidance on this exception, refer to Revenue Ruling DA-071.
- Primary production land (section 24(2A)): An exception from aggregation applies where separate parcels of primary production land (within the meaning of section 65, 66 or 67 of the Land Tax Act 2005) are acquired and continue to be used for the purpose of primary production following their acquisition. This exception does not apply to dutiable transactions involving fractional interest in the same land.
- Fixtures and land (section 57FB): Where dutiable transactions involving both fixtures (with a total unencumbered value of $3 million and below) and land are aggregated, duty is calculated separately for the fixture and the land, then added together. This preserves the benefit of the thresholds for fixtures under section 57FA (under which duty is not chargeable on fixtures with a total unencumbered value of $2 million or below and is phased in for fixtures valued between $2 million and $3 million).
- Commercial or industrial land in regional Victoria (section 64C): Special calculation rules apply where aggregated dutiable transactions include at least one eligible transfer of commercial or industrial land in regional Victoria subject to a reduction of duty under section 64B.
- Commercial and industrial property tax: Aggregation of dutiable transactions involving fractional interests in the same land may be relevant for the purpose of the Commercial and Industrial Property Tax Reform Act 2024 (CIPT Act). Under section 10 of the CIPT Act, fractional interests acquired under certain aggregated transactions must be combined for the purpose of determining whether a dutiable transaction is an ‘entry transaction’ that brings the land into the commercial and industrial tax reform scheme.

Disclaimer

Rulings do not have the force of law. Each decision made by the State Revenue Office is made on the merits of each individual case having regard to any relevant ruling. All rulings must be read subject to Revenue Ruling GEN-001.

This is a draft ruling only, and is not available for publication, nor may it be relied upon by taxation officers, taxpayers or practitioners.

Updated: 16 March 2026