Stamp duty and land tax · Victoria
Stamp duty and land tax when a Victorian family trust moves property to a company.
The proposed roll-over is income tax law. It stops at the Commonwealth. A transfer of Victorian land from a trustee to a company is a dutiable transaction under the Duties Act 2000 unless an exemption applies, and the exemption most families reach for was written for distributions to beneficiaries for no consideration, which is not what a roll-over into a company looks like. Land tax changes hands too, and for commercial and industrial property the transfer may be the transaction that brings the land into the new annual property tax. This is the part of a restructure that costs the most and is planned last.
Lawyer-led structuring
Deeds, constitutions and transfer documents prepared by a solicitor, not generated from a kit.
Alongside your accountant
The tax modelling stays with your adviser; the legal structure is built to match it.
Fixed fee, quoted first
Quoted before any work starts, with duty, searches and ASIC costs itemised separately.
Property and duty in-house
Victorian duty, land tax and the property transfers handled by the same firm.
The 30% minimum tax on discretionary trusts is before Parliament and is not yet law. The Treasury Laws Amendment (Tax Reform No. 3) Bill 2026 and the Income Tax Rates Amendment (Minimum Tax on Discretionary Trusts) Bill 2026 were introduced on 14 October 2026. As introduced, the tax would apply from 1 July 2028 and the restructure roll-over would run from 1 July 2027 to 30 June 2030. The detail may change before enactment. Last reviewed 27 October 2026.
Transfer duty
A transfer from trustee to company is dutiable unless an exemption applies.
Duty is assessed on the greater of the consideration and the unencumbered value of the land, and it is payable whether the land is a rental property, business premises or a vacant block. The trust may have paid duty when it bought the property; that does not carry across. The question is whether one of the trust exemptions applies to the transfer out, and the answer turns on who is receiving the land and on what terms.
Section 36A
The exemption that was written for a different transaction.
Section 36A of the Duties Act 2000 exempts a transfer of dutiable property from the trustee of a discretionary trust to a beneficiary of that trust where the beneficiary was a beneficiary when the trustee acquired the property, the transfer is not made for consideration, and duty was paid on the trust's acquisition (or the acquisition was itself exempt). Where the beneficiary is a company there are further conditions about who holds its shares.
The proposed roll-over issues shares in the company as consideration for the assets, and the cost base of those shares is built from the value of what was transferred. Consideration is the one thing section 36A does not allow. Whether the transfer can be structured so that the Commonwealth roll-over and the Victorian exemption are both available, and whether a company falls within the beneficiary class of the deed in the first place, is a question to settle before the transfer is designed, not after the State Revenue Office assesses it.
Landholder duty
Shares in a company that holds land are dutiable property too.
Once the company holds Victorian land above the landholder threshold, the issue or transfer of a significant interest in its shares is itself a dutiable acquisition under Chapter 3 of the Duties Act. The shares issued on the roll-over, later transfers between family members, and a buy-back on a parent's death can each be caught. Where any shareholder is a foreign person, foreign purchaser additional duty can apply on residential land. The corporate reconstruction concession, which reduces duty on transfers within a corporate group, is available to corporations and unit trust schemes and does not extend to a discretionary trust moving land into a company.
Land tax
Different rates, different exemptions, and grouping.
A discretionary trust is assessed at the trust surcharge rates under the Land Tax Act 2005 unless a nomination is in place. A company is assessed at general rates, but related companies are grouped and assessed as one, which can push a family's holdings into a higher bracket than any single entity would reach alone. A company cannot claim the principal place of residence exemption. The primary production exemption has its own conditions where the land is held by a company rather than an individual or trust. The absentee owner surcharge applies to a company controlled by foreign persons. Vacant residential land tax follows the use of the land and is indifferent to the structure.
CIPT
The transfer may bring the property into the new regime.
For land used for commercial or industrial purposes, the transfer from trustee to company may be an entry transaction under the Commercial and Industrial Property Tax Reform Act 2024: duty is paid one last time on that transfer and the property then moves onto the annual commercial and industrial property tax from the tenth anniversary, with no duty on later transfers. Whether that is a cost or a benefit depends on how long the family intends to hold the property.
Other costs
GST, the bank and the tenants.
A transfer of leased business premises can be a GST-free supply of a going concern if the parties and the paperwork meet the conditions; a transfer of vacant commercial land cannot. A property subject to a mortgage cannot be transferred without the mortgagee's consent, which in practice means a refinance in the company's name and new guarantees. Tenants are notified and their leases carry across with the land; bonds and bank guarantees are re-documented.
The election
Why the fixed-share election looks cheaper in Victoria.
The excluded election trust election changes who is entitled to the trust's income and capital. It does not transfer the land. Treasury has said it does not expect the election to trigger State duty. That is a statement by the Commonwealth about a State tax, not a ruling by the State Revenue Office, and a deed variation that changes beneficial entitlements has in the past been examined for whether it amounts to a new trust over the property. The position is worth confirming before the deed is varied.
Where it goes wrong
Where the duty bill comes from.
A company outside the beneficiary class
Transferring land to a company that is not within the beneficiary class of the deed.
Consideration, then an exemption
Issuing shares as consideration and then claiming an exemption written for transfers without consideration.
Landholder duty, twice
Overlooking landholder duty on the shares, and again on the next family transfer.
A foreign shareholder
Often a spouse on a temporary visa, triggering the surcharge.
Grouping
Pushing the whole family's land into a higher land tax bracket.
The home
A home held in the trust moved into the company and losing its exemption for good.
CIPT entry
A commercial property entering the CIPT regime when the family planned to sell within a few years.
FAQs
Common questions.
Still unsure? Call us on (03) 9008 7224 and speak to a lawyer, not a call centre.
Does the Commonwealth roll-over cover stamp duty?
Is a transfer from a trust to a beneficiary exempt in Victoria?
Does the election trigger duty?
Will my land tax go up or down in a company?
What does a duty review cover, and what does it not?
Trust tax changes
Related pages.
This page is general information about proposed Commonwealth legislation and current Victorian law. It is not legal or taxation advice and does not take your circumstances into account. The Bills may change before they are enacted, and some matters, including capital gains tax interactions, are to be dealt with in later legislation. Advice should be obtained before any election is made or any asset is transferred.
Page TT-04 · Trust tax changes · Last reviewed 27 October 2026
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