Relevant Acquisitions

Landholder duty applies when you acquire a “significant interest” in a landholder entity, meaning an entity that owns land in NSW, and includes the following:

• Private landholders: Acquiring 50% or more of the voting rights or issued capital of the landholder entity.
• Public landholders: Acquiring 90% or more of the voting rights or issued capital of the landholder entity (listed companies or widely held unit trusts).
• Indirect acquisitions: Acquiring any interest in a landholder that, when combined with other interests held by a person or their related parties within a 12-month period, reaches the significant interest threshold.
• Linked entities: acquisition of entities (as much as 20% of the entity) can contribute to duty liability even if they’re individually below the threshold.
• Substantially one arrangement: If an acquisition, combined with acquisitions by other parties under a single agreement, results in a significant interest, duty may apply.

Aggregation provisions are crucial for understanding landholder duty, as they determine whether separate acquisitions can be combined for duty purposes.

Aggregation applies when a person acquires an interest in the same landholder on multiple occasions or with related persons (i.e. family members) within a 12 month period, in a linked entity or under a single agreement.

If those acquisitions amount, in the aggregate, to a significant interest, landholder duty may apply.

• Acquisitions within a corporate group: Restructures within the same corporate group without significant changes in ownership;
• Public authorities and government agencies: Acquisitions made by public authorities or government agencies;
• Superannuation funds and charities: Acquisitions made by registered superannuation funds or charities;
• Debt conversions: Conversions of debt into equity interests under certain conditions;
• Exchange of securities: Certain exchanges of securities within the same company or group;
• Between spouses and registered partners: Acquisitions of landholding interests between spouses or registered partners;
• Certain family transfers: Transfers of landholding interests between specific family members, like parents and children;
• Specific deceased estate transactions: Transfers arising from deceased estates under certain conditions; and
• Acquisition of principal place of residence: Acquisition of a landholding used as a persons principal place of residence, subject to specific conditions.