What is landholder duty?
When you acquire an interest, such as shares or units, in a company or unit trust scheme that has land holdings in Victoria of $1 million or more (a landholder), you may be liable for duty at the general rate.
You must notify us within 30 days of your relevant acquisition in the landholder.
What is a landholder?
A landholder is any company or unit trust scheme (whether private or public) that has land holdings in Victoria with an unencumbered value of $1 million or more.
A private landholder is a private company, private unit trust scheme or wholesale unit trust scheme.
A public landholder is a listed company or public unit trust scheme, being a listed trust, a widely held trust or a registered declared public unit trust scheme.
What are land holdings?
Land holdings are interests in land other than the estate or interest of a mortgagee, chargee or other secured creditor, or a profit a prendre. Land holdings also include fixtures held separately from the underlying land on which they are located and economic entitlements in relevant land.
In addition to the land holdings that a landholder may own in its own right, its land holdings include land that the landholder is entitled to through linked entities and discretionary trusts. They also include land that the landholder, and/or any of its linked entities, have agreed to purchase but have not settled at the time of an acquisition.
More about land holdings
More about linked entities
More about discretionary trusts
What is a relevant acquisition?
A relevant acquisition is the acquisition of a significant interest or a further interest in a landholder. A significant interest:
A further interest is any interest acquired after a significant interest is acquired in any of the above landholders.
In respect of a private landholder, a relevant acquisition can also arise where a person acquires:
- 50 per cent or more of certain economic benefits or entitlements in respect of the landholder, and
- control over the landholder, being the capacity to determine or influence the outcome of decisions about the landholder's financial and operating policies.
A relevant acquisition can also arise on the conversion of a private company to a listed company or a private unit trust scheme or a wholesale unit trust scheme to a public unit trust scheme.
More about relevant acquisitions
What is an interest in a landholder?
You have an interest in a landholder if you have an entitlement to a distribution of property on the winding up of a landholder.
An interest in a landholder can be acquired by any means, including purchase, gift, allotment, issue, cancellation, redemption or surrender of a unit or share, the abrogation or alteration of rights pertaining to a unit or share, the payment of an amount owing on a unit or share and a change in the beneficial ownership of a unit or share.
Exemptions and concessions
Acquisitions of interests in a landholder are exempt from duty in a number of circumstances.
These include where an exemption under Chapter 2 of the Duties Act 2000 (the Act) would have been available if the acquisition had been a direct transfer of land.
Additionally, exemptions may be available if the acquisitions are made by:
- Receivers/trustees in bankruptcy.
- Liquidators or executors/administrators of a deceased estate.
- A compromise or arrangement with a company’s creditors.
- A pro rata increase in the interests of all unit holders or shareholders.
The landholder provisions also provide concessions from duty. These concessions may apply in respect of acquisitions securing the provision of finance and acquisitions that result in an anomalous duty outcome.
More about exemptions and concessions
Your obligations on making a relevant acquisition
A landholder acquisition statement must be completed and lodged within 30 days of a relevant acquisition occurring. Duty must also be paid within this time otherwise a tax default occurs under the Taxation Administration Act 1997.
If you are unsure about the application of the landholder provisions to your particular circumstances and require further assistance, you can request a private ruling.
More about lodgement obligations
Calculating landholder duty
Landholder duty is generally charged at the same rates that apply to land transfers under Chapter 2 of the Act.
However, different methods of duty calculation and concessions apply depending on the nature of the landholder, the relevant acquisition and the value of the land holdings.
Examples of calculating duty
Registration for unit trust schemes
The trustee of a unit trust scheme can apply for registration of the scheme as:
The effect of registration is that a unit trust scheme is provided with concessionary treatment under the landholder provisions.
As a result of being registered, a scheme that would otherwise be treated as a private unit trust scheme can be treated as either a public unit trust scheme or a wholesale unit trust scheme.
More about trust registrations
Getting it right
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