Acquisition Statement: Acquisition of an Interest in a Private Landholder (ODA 043A)

Landholder duty under Chapter 4 of the Duties Act 1997 applies when a person makes a relevant acquisition in a landholder: a company or unit trust scheme whose NSW land holdings have an unencumbered value of $2 million or more (s 146(1), as noted on the form). For a private company or private unit trust, a relevant acquisition means acquiring a significant interest, alone, with associated persons or under substantially one arrangement (s 149). For acquisitions on or after 1 February 2024 that is 50% or more of the property on a distribution for a private company or a registered wholesale or imminent wholesale unit trust, and 20% or more for other private unit trusts (s 150(2)). The acquirer must lodge an acquisition statement within 3 months (s 152(1)), and ODA 043A is the private landholder version. Duty is charged at the general transfer duty rate on the acquired proportion of the unencumbered value of the NSW land holdings and goods of the landholder (s 155), which include holdings it is taken to hold through linked entities (s 158A). The statement also collects information for surcharge duty on foreign persons and for Commonwealth reporting to the ATO.

When you need it

• You have acquired a significant interest in a private company or private unit trust scheme with NSW land holdings worth $2 million or more.
• Your new interest, added to interests held by you or associated persons, or acquired under substantially one arrangement, reaches a significant interest, or you already hold one and acquire more (s 149).
• The interest came from a purchase, gift or issue of shares or units, a cancellation or redemption, an alteration of rights, a payment owing on a share or unit, or a change in the capacity in which it is held (s 151(2)).
• Use ODA 043B for a public landholder, ODA 047 for an exempt acquisition and ODA 043C for the primary producer concession.

1. 1

   Identify the acquirer

   State the capacity you sign in (the person, an authorised officer of a company, on behalf of a government, or a general partner of a limited partnership). Give date of birth or ABN/ACN/ARBN, addresses, citizenship, country of incorporation and tax residence, any FIRB number, passport and visa details if not an Australian citizen, and whether you acquire as trustee (with the trust type, name and any beneficiaries of a bare trust).

2. 2

   Parts 1 to 3: the landholder and linked entities

   Give the unit trust's trustee and ARSN, or the CCIV sub-fund, or the private company's details. For unit trusts, say whether it is a wholesale or imminent wholesale scheme and whether it is registered (registration is applied for on ODA 045). List linked entities with the percentage held directly or indirectly, and confirm the $2 million threshold is met.

3. 3

   Parts 4 to 7: the acquisitions

   Enter the date and percentage of the relevant acquisition and how it was acquired, every prior acquisition by you or associated persons (with duty paid and DAN), the total interest held, and whether any acquisition was exempt and under which section.

4. 4

   Parts 8 and 9: NSW land holdings and goods

   Schedule each land holding and each class of goods by entity, title particulars and unencumbered value, including holdings through linked entities, discretionary trusts and uncompleted agreements (ss 158, 158A, 159, 160), at the acquisition date and at the date of each prior acquisition in the statement period.

5. 5

   Part 10: calculate landholder duty

   Apply the general transfer duty rate to the value multiplied by the interest acquired, or use the aggregated formula where there were other acquisitions in the statement period, claiming any credit for earlier landholder or marketable security duty (s 155(4) and (5)). Where a section 273B corporate reconstruction or consolidation reduction applies, duty is 10% of the calculated amount.

6. 6

   Part 11: surcharge duty and declaration

   Answer whether the landholder holds NSW residential land and whether you, or foreign beneficiaries of your trust with a substantial interest, are foreign persons. If both, list the residential holdings and calculate surcharge duty at the rate the form gives for your acquisition date (9% from 1 January 2025). Then sign and date the declaration in Part 12.

• Lodge the statement within 3 months of the acquisition; landholder duty is also payable within 3 months, and late payment attracts interest and possibly penalty tax (Revenue NSW).
• Revenue NSW's Duties Document Matrix (GD 005) lists private landholder acquisitions as lodged through the eDuties portal (application type 59). Your solicitor or accountant can lodge for you.
• Generally attach a formal valuation of all land holdings, evidence of the value of goods, financial statements, an updated share or unit register, the constitution or trust deeds and a letter setting out any association between holders and the purchaser.
• Questions go to landholder.landholder@revenue.nsw.gov.au; the form's postal address is GPO Box 4042, Sydney NSW 2001.

• Every person who makes the relevant acquisition completes a separate statement, including associated persons whose interests were aggregated.
• An interest held by a bare trustee is treated as held by the ultimate beneficial owner (ss 157A to 157C), so name the real purchaser.
• Several thresholds changed on 1 February 2024, including the significant interest and linked entity percentages. Use the rules for your acquisition date.
• The acquirer, the landholder or its trustee, and each person whose interests were aggregated are jointly and severally liable for the duty (s 154).