Stamp duty on the transfer of business assets depends on the state or territory each asset is connected to and what the contract transfers. It also depends on whether you buy the assets or the entity that owns them. Most jurisdictions no longer charge duty on goodwill and other non-land business assets. Western Australia and Queensland still do, and land, leases, fixtures and equipment sold with them stay in the enquiry elsewhere.
In Western Australia, a trail-book buyer can owe duty on the trail right itself. The state’s business asset definition includes client lists and rights under uncompleted service contracts.
Why the Business Asset Schedule Comes First
You can’t answer “do you pay stamp duty on a business purchase” from the business label or the price, because each revenue office charges duty on particular kinds of property. The same brokerage sale can attract no duty on its goodwill in New South Wales and duty on its goodwill and client lists in Western Australia. What decides the outcome is the list of assets the price pays for, where each one is connected and how the deal is structured.
Buying specified assets means the contract transfers named property from the seller to you. That property might be the trail rights, goodwill, equipment, client records and an office lease. The revenue office then assesses duty on whichever items in that list it treats as dutiable.
Buying an entity means you acquire the shares in the company, or the units in the trust, that owns the brokerage. The assets stay with the entity, so the enquiry moves to the rules for share and unit transfers. Those rules include landholder duty, which can treat a large interest in a landholding entity as a purchase of its land. Revenue NSW’s landholder duty guidance applies it to companies and unit trusts with NSW landholdings over $2 million.
Property interests need their own check under either structure. An office the business owns, a lease it holds and fit-out fixed to the premises can be dutiable even where goodwill is not. List them separately so they don’t disappear inside a single goodwill figure.
Classify Trail Rights, Goodwill and Other Assets
Start the schedule with every asset the price pays for, the clause that transfers it and the price allocated to it. The schedule below is for a hypothetical two-broker brokerage selling its whole business. A buyer taking only the trail book would keep the first row and the client records row.
Hypothetical Brokerage Asset Schedule
| Asset | What it covers in this brokerage | Transfer evidence | Duty question for your adviser |
|---|---|---|---|
| Contractual trail rights | The right to future trail on settled loans under the seller’s aggregator agreement | Aggregator agreement, assignment deed and loan schedule | Does this jurisdiction treat the right as a business asset, a debt or a right under a service contract? |
| Goodwill | The brokerage’s reputation, referral relationships and expected repeat clients | Goodwill clause and price allocation in the sale agreement | Is goodwill dutiable here, and where did the business supply its services? |
| Equipment | Laptops, phones, furniture and printers | Asset register with written-down values | Does equipment become dutiable because it moves with other dutiable property? |
| Intellectual property | Business name, domain, website and document templates | Intellectual property assignment and registration records | Is intellectual property dutiable alone, or only alongside other assets? |
| Client records | Client files, CRM data and review schedules | Records-transfer clause and client privacy consents | Does the jurisdiction list client lists as a business asset? |
| Premises and lease rights | The office lease and fit-out the business paid for | Lease assignment, landlord consent and fixtures list | Is the lease, or fit-out fixed to the premises, an interest in land? |
Split earned trail from the right to future trail. Trail the aggregator already owes the seller is a debt. Western Australia’s definition of a business asset excludes a trade debt, while Queensland lists business debts where the debtor is in Queensland.
Assignment and Duty Are Separate Questions
Whether the trail can move to you depends on the seller’s aggregator agreement. Read its assignment clause, any consent requirement and any transfer fee, then get the aggregator’s written consent to move the trail to your appointment. The guide to buying a loan book covers the assignment deed and trail-code transfer in detail.
How the revenue office treats that right for duty is a different question, and the aggregator agreement doesn’t answer it. An assignable trail right can still be dutiable. A right outside duty can still fail to transfer if the aggregator withholds consent.
Each question needs its own evidence. For the assignment, keep the aggregator agreement, the written consent and the signed assignment deed. For duty, keep the sale agreement’s description of the trail right, the price allocated to it and a loan schedule showing which state each client lives in.
Check the Relevant State or Territory Rules
List every jurisdiction connected to the transaction before checking any rule. Include where the seller carried on the business, where its clients live, where the premises sit and where any land the entity owns is located. Then check each asset in your schedule against that revenue office’s current guidance.
Business Asset Duty by State and Territory
| Jurisdiction | Goodwill and other non-land business assets | Still in the duty enquiry |
|---|---|---|
| New South Wales | Not dutiable since 2016, including goodwill, intellectual property and statutory licences (Revenue NSW) | Land, commercial leases including assignments, fixtures and goods sold with other dutiable property |
| Victoria | The Duties Act charges no separate duty on the sale of a business (SRO ruling DA-029) | Land, goods sold with land and leases where consideration buys rights beyond occupation |
| Queensland | Dutiable business assets include goodwill, business names, supply rights, intellectual property and personal property in Queensland (QRO) | Only the Queensland share of a business trading in several jurisdictions |
| Western Australia | Dutiable business assets include goodwill, business identity, business licences, uncompleted service contracts, intellectual property and client lists (RevenueWA) | Equipment transferred with business assets, and only the share of services supplied to WA customers |
| South Australia | Not dutiable for non-real property transfers since 2015 (RevenueSA) | Lease transfers, which RevenueSA handles under its conveyance of land document types |
| Tasmania | Not dutiable since 2008 (Tasmanian SRO) | Leases, which the SRO defines as dutiable property, site goodwill tied to Tasmanian land and goods transferred with a lease |
| Australian Capital Territory | Not dutiable since 2006 (ACT Revenue Office) | Transfers involving land |
| Northern Territory | Removed from dutiable property in 2023, including goodwill, business names and intellectual property (Territory Revenue Office) | Land and buildings, and chattels conveyed with an interest in land |
Verify each classification at its source before relying on it. Open the revenue office’s current guide or fact sheet, note the section of its Duties Act that the guide cites and check whether the guide names your asset. When it doesn’t name an asset, such as a trail right, ask your adviser for a written view of the definition it falls under. RevenueWA, for example, requires business asset transfers that operate in more than one jurisdiction or include land to be lodged with it rather than self-assessed online.
An abolished category removes one type of asset from duty. It doesn’t make the whole purchase duty-free. A NSW brokerage sale can carry no duty on goodwill and still carry duty on an assigned office lease and the fit-out. A concession lowers duty without removing it: Western Australia applies a concessional rate where the dutiable value of business assets is $200,000 or less.
GST and capital gains tax are separate federal questions with their own rules. A sale the Australian Taxation Office (ATO) treats as a GST-free sale of a going concern can still attract state duty. The seller’s capital gain is worked out under federal tax law, and the business sale tax calculator estimates it.
Review Goodwill and Lease Transfers
Goodwill is identified in the sale agreement by the clause that transfers it and the price allocated to it. A silent contract doesn’t keep goodwill out of the assessment. Queensland’s revenue office says goodwill may still form part of your transaction when the agreement doesn’t mention it, and the existence of goodwill may make the transaction dutiable.
How a revenue office measures goodwill also varies. Tasmania’s SRO guideline spreads the whole price across the assets, with goodwill as the amount left after the other assets’ value. It then removes business goodwill from the dutiable items but keeps site goodwill. Western Australia counts only the share of services supplied to WA customers, so the location of your clients changes the dutiable value.
Where stamp duty on goodwill depends on the jurisdiction and the other assets, put these questions to your adviser:
- Where did the business carry on its activity or supply services in the year before the sale?
- How was the goodwill figure in the contract worked out, and does it reflect market value?
- Is any of the goodwill site goodwill tied to the premises?
- Is the goodwill sold with land, a lease or equipment under one arrangement, so the revenue office assesses them together?
- Does the price depend on trail received after completion, and how will the revenue office value goodwill when the final price is unknown?
Separate an ordinary lease arrangement from a transaction involving lease rights. In an ordinary arrangement, you sign a new lease or take an assignment and pay only rent. A lease-rights transaction involves a payment for the lease itself or a purchase of fit-out or fixtures. A lease with an option to buy the premises also belongs in this group.
Transfer of lease stamp duty differs by state. Victoria’s lease ruling DA-052v2 says its lease provisions will not apply to ordinary commercial leases that only require rent. It also says the position may not apply where the lease includes a right to acquire the property. Revenue NSW lists commercial leases, including assignments of existing leases, as dutiable interests in land. Tasmania’s SRO treats a lease as dutiable property, and goods become dutiable when the business sale is conditional on a new lease over the premises.
For stamp duty on commercial leases, give your adviser the lease term, the rent and any premium or other lump sum paid for the lease. Add the price allocated to the lease and fit-out, the fixtures list showing who owns each item and the landlord’s consent. Note any option to buy the premises and whether you are taking an assignment or a new lease. Duty on a straight property purchase belongs to the general stamp duty rules for each state.
Prepare the Duty Evidence Before Completion
Give your adviser one file that answers every duty question before you sign the final documents. Assemble it in this order:
- The sale agreement with all schedules, plus any separate lease assignment, intellectual property assignment or restraint deed.
- The allocation of the price across every asset in your schedule, with a note on how each figure was set.
- Valuations where the revenue office may ask for market value, including a land valuation where land is sold with the business.
- The asset register showing written-down values for equipment.
- Evidence of each jurisdictional connection, including the premises address and a loan schedule showing each client’s state.
- Consent documents, including the aggregator’s written consent to the trail assignment and the landlord’s consent to the lease.
Victoria’s SRO asks for a sale of business agreement with a breakdown of the values given to plant and equipment and goodwill, and the asset register. For the trail rights, Trail Book Valuation from Track My Trail grades every active loan A to E and adjusts for the shape of the book. It cross-checks the result with a discounted cash flow view and produces a three-page A4 report with an anonymised loan schedule. That report gives your adviser a loan-level basis for the price allocated to the trail rights.
Hypothetical Trail-Book and Whole-Brokerage Purchases
A Perth broker considers two hypothetical purchases from a retiring broker whose clients all live in Western Australia. The first buys only the trail book. The second buys the whole brokerage, including the same trail book.
| Item | Trail-book purchase | Whole-brokerage purchase |
|---|---|---|
| Trail rights on 210 loans, with client files | $260,000 | $260,000 |
| Goodwill and business name | Not included | $110,000 |
| Office equipment | Not included | $20,000 |
| Fit-out fixed to the leased office | Not included | $40,000 |
| Office lease | Not included | Assigned for rent only |
| Total price | $260,000 | $430,000 |
The trail-book purchase raises one main duty question. Do the trail rights and client files fall within RevenueWA’s business asset definition, through its client lists or uncompleted service contracts categories? The adviser also confirms that every client is a WA customer, because that share sets the dutiable value.
The whole-brokerage purchase adds three items to that enquiry. Goodwill and the business name are listed business assets in Western Australia. The equipment becomes dutiable because it moves with those business assets. The fit-out is fixed to the premises, so RevenueWA treats it as land, and the lease assignment needs its own check.
If the same brokerage operated only in New South Wales, goodwill, the business name and the trail rights would leave the enquiry. Revenue NSW would still look at the lease assignment, the fit-out as fixtures and the equipment sold with that dutiable property.
Before completion, confirm the duty treatment your adviser recorded for each asset and the clause that makes the buyer responsible for paying the duty. Check the lodging deadline too. In New South Wales, duty is due within three months after you sign the business sale agreement, or at settlement if that comes first and the purchase includes land. RevenueWA requires lodgement within two months of the date duty liability arises.
Once those facts are settled, the business stamp duty calculator gives an indicative figure for each jurisdiction. The business sale agreement template sets out the transfer schedules your adviser reviews. Read the guide to buying a mortgage broking business for sale for the checks beyond duty.
