In Short
- Stamp duty is a state/territory tax triggered by the transfer of certain business assets — including land, leases, goodwill or intellectual property — and eligibility differs across Australia.
- Some jurisdictions exempt business asset transfers (e.g., in Victoria or South Australia) whereas others (such as Queensland or Western Australia) still apply duty.
- Proper valuation and clear apportionment between dutiable and non-dutiable assets are vital — revenue authorities scrutinise undervaluation or related-party transfers.
Tips for Businesses
Before buying or selling a business, check the duty rules in your state or territory, ensure the sale agreement clearly splits asset values, and engage a lawyer or accountant early to manage your stamp duty exposure effectively.
Table of Contents
- What is Stamp Duty?
- New South Wales
- Queensland
- Victoria
- Western Australia
- Northern Territory
- Australian Capital Territory
- South Australia
- Tasmania
- Calculating Stamp Duty
- Apportioning Value Between Dutiable and Non-Dutiable Assets
- Anti-Avoidance Provisions and Related Party Transactions
- Key Takeaways
- Frequently Asked Questions
Stamp duty is a tax imposed by Australian state and territory governments on the purchase of assets. Each government has its own stamp duty legislation, so it is important to understand how it applies in your state or territory. In most cases, the purchaser pays stamp duty. Therefore, to determine if stamp duty applies to the business you are purchasing, you should obtain taxation advice from an experienced lawyer or accountant. This article gives a brief overview of how each state and territory imposes stamp duty for a business sale.
What is Stamp Duty?
Stamp duty is a state or territory-based tax that applies to certain transactions over assets considered dutiable property in that area. Dutiable property includes:
- real property such as land or real estate;
- shares; and
- units in a unit trust.
You must pay stamp duty on:
- documents or any transactions that affect the transfer of ownership of dutiable property; or
- the creation of rights concerning certain assets.
If you are dealing with a transaction concerning dutiable property, you must understand how stamp duty applies to you and what responsibilities you may have.
New South Wales
In NSW, stamp duty is governed by the Duties Act 1997 (NSW) and is administered by Revenue NSW. Since 1 July 2016, you do not have to pay stamp duty for the sale of business assets (other than real property business assets). However, a nominal duty may still be payable if the business sale includes a transfer of lease and goods.
Stamp duty is generally due within three months of the relevant transaction (for example, the transfer or agreement to transfer dutiable property).
Continue reading this article below the formQueensland
Stamp duty in Queensland applies to business sales and is governed by the Duties Act 2001 (QLD). The Office of State Revenue, Queensland, is the responsible authority. In QLD, stamp duty is payable on dutiable property, which includes all business assets except:
- business transfers solely involving debts; and
- transfers of a supply right or intellectual property.
As a purchaser, you will have to pay stamp duty within 30 days of signing the transfer agreement.
Victoria
Under the Duties Act 2000 (VIC), stamp duty is not charged on the transfer of business assets (other than real property), and there is no nominal fee on the sale of a business agreement, as there is in NSW. The State Revenue Office, Victoria, is the responsible authority for all stamp duty enquiries in the state.
Liability for stamp duty for a sale of business arises when the relevant dutiable transaction occurs and is payable within 30 days of signing the agreement.
Western Australia
In Western Australia, stamp duty is payable on the sale of business assets, including goodwill and intellectual property. The Duties Act 2008 (WA) is the relevant law that requires stamp duty to be paid. Likewise, the responsible authority is the State Revenue – Department of Finance (WA).
You have to pay stamp duty once after the exchange of business assets. The stamp duty is payable within one month after you receive an assessment notice from the State Revenue.
Northern Territory
Under the Stamp Duty Act 1978 (NT), stamp duty is payable on business asset sales except the following:
- stock-in-trade (trading stock);
- manufacturing materials and work-in-progress manufacturing goods;
- livestock;
- motor vehicles; and
- cash.
If you sell your business in the NT, you must lodge your sale of business agreement with the Territory Revenue Office. They will assess the stamp duty payable on the sale.
Stamp duty is payable within 60 days after the parties sign the business sale agreement.
Australian Capital Territory
In the ACT, there is no stamp duty or nominal fee payable on the sale of a business. The only exception is for real property assets. The ACT Revenue Office is responsible for all duty enquiries. Stamp duty is generally payable within 90 days of signing the relevant agreement.
When you are ready to sell your business and begin the next chapter, it is important to understand the moving parts that will impact a successful sale.
This How to Sell Your Business Guide covers all the essential topics you need to know about selling your business.
South Australia
In SA, stamp duty is governed by the Stamp Duties Act 1923 (SA). Any sale of business agreements signed after 18 June 2015 will not incur stamp duty. There is no nominal fee applicable either. However, it will still apply to the transfer of land or a motor vehicle that is part of the sale of the business.
Revenue SA is the responsible authority for all stamp duty enquiries. Stamp duty is generally payable within two months of the relevant transaction.
Tasmania
Stamp duty in TAS is governed by the Duties Act 2001 (TAS). In 2008, Tasmania removed duty on all assets in a business sale except the transfer of land. Likewise, there is no nominal fee payable on the transfer.
The State Revenue Office of Tasmania is responsible for all duty enquiries. Stamp duty for a business sale is generally payable within three months of the relevant transaction.
Calculating Stamp Duty
The amount of stamp duty payable varies significantly depending on the jurisdiction and the type of assets being transferred. In most states where stamp duty applies to business assets, it is calculated as a percentage of either the consideration paid or the market value of the dutiable property, whichever is greater.
For example, in Queensland, stamp duty on business assets is calculated using a sliding scale that increases with the value of the dutiable property. Western Australia similarly applies progressive rates to business goodwill and other dutiable assets. This means that higher-value transactions attract proportionally higher duty rates. It is crucial to obtain an accurate valuation of all dutiable assets early in the transaction process, as this will determine your stamp duty liability. Revenue authorities have broad powers to challenge valuations they consider understated, potentially resulting in additional assessments, penalties, and interest charges.
Apportioning Value Between Dutiable and Non-Dutiable Assets
In jurisdictions where stamp duty applies to some business assets but not others, correctly apportioning the purchase price between dutiable and non-dutiable assets is critical. Revenue authorities will scrutinise any apportionment that appears to artificially minimise the value attributed to dutiable assets.
Your sale-of-business agreement should clearly specify the consideration allocated to each asset category. This apportionment should be based on genuine market valuations and supported by evidence such as independent valuations, depreciation schedules, or expert reports. Be aware that revenue authorities have the power to disregard your stated apportionment if they consider it unrealistic or designed to avoid duty.
For example, if you are purchasing a business in Western Australia that includes substantial goodwill (which is dutiable) along with intellectual property and trading stock (which are not), you must be able to justify the value you have attributed to the goodwill component. Contemporaneous documentation supporting your valuation approach is essential for defending your position if challenged.
Anti-Avoidance Provisions and Related Party Transactions
All Australian states and territories have robust anti-avoidance provisions designed to prevent stamp duty minimisation. These provisions give revenue authorities broad powers to recharacterise transactions, aggregate related transactions, or disregard artificial arrangements entered into to avoid or reduce duty.
Common scenarios that attract scrutiny include:
- separating a single transaction into multiple smaller transactions to stay below duty thresholds;
- transferring assets to a related entity at an undervalue before selling to an arm’s length purchaser;
- structuring transactions with deferred or contingent consideration to reduce the initial dutiable value; and
- using options, put-and-call arrangements, or other mechanisms to defer or avoid the dutiable transaction.
If you are purchasing a business from a related party, including family members or associated companies, expect additional scrutiny. Revenue authorities typically presume that related party transactions occur at market value for duty purposes, regardless of the actual consideration stated. You may need to provide independent valuations to support any transaction occurring at less than market value, and even then, duty may be assessed on the market value rather than the actual consideration paid.
Key Takeaways
When selling a business, each transaction will be unique and encompass different assets for sale. On top of that, different states and territories in Australia have slightly different tax requirements. Therefore, you should discuss your business sale with your legal advisor and accountant to fully understand whether stamp duty is payable and, if so, how much. It is essential to include the appropriate stamp duty clauses in your sale of business agreement.
If you require advice on stamp duty for your business sale, our experienced taxation lawyers can assist as part of our LegalVision membership. For a low monthly fee, you will have unlimited access to lawyers to answer your questions and draft and review your documents. Call us today on 1300 544 755 or visit our membership page.
Frequently Asked Questions
It depends on the state or territory and the assets included in the sale. Some places charge duty on most business assets, while others charge it only on land.
Where stamp duty applies, it is usually based on the greater of the price paid or the market value of the dutiable assets. Some states use sliding or progressive rates.
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