Acquisition Statement: Acquisition of an Interest in a Public Landholder (ODA 043B)

Landholder duty under Chapter 4 of the Duties Act 1997 applies to a relevant acquisition in a landholder whose NSW land holdings have an unencumbered value of $2 million or more (s 146(1)). A public landholder is a listed company or a public unit trust scheme (s 146(3)), and for a public landholder a significant interest is an entitlement to 90% or more of the property distributed (s 150(2)(c)). The form notes that the date of the relevant acquisition is the date the 90% is reached. The person who makes the relevant acquisition must lodge an acquisition statement (s 152), and ODA 043B is the public landholder version. Duty is charged at the general rate as if all the NSW land holdings and goods of the landholder, including those held through linked entities, were transferred (ss 156, 158A), and the statement also collects information for Commonwealth reporting to the ATO.

When you need it

• You have acquired, alone or with associated persons, an interest that gives you 90% or more of a listed company or a public unit trust scheme with NSW land holdings of $2 million or more.
• You already hold a significant interest in such a landholder and acquire a further interest (s 149). If duty was charged on your earlier relevant acquisition, no duty is charged on further acquisitions in that landholder (s 156(5)).
• The landholder is a sub-fund of a corporate collective investment vehicle, which the Act treats as a unit trust scheme (s 5A).
• Use ODA 043A for a private company or private unit trust, ODA 047 for an exempt acquisition and ODA 043C for a primary producer.

1. 1

   Identify the acquirer

   Say whether you are the person, an authorised officer of a company, acting for a government, or a general partner of a limited partnership. Give date of birth or ABN/ACN/ARBN, current and future addresses, citizenship, country of incorporation and tax residence, any FIRB number, passport and visa details for a non-citizen, and any trustee capacity.

2. 2

   Parts 1 to 3: the landholder

   For a public unit trust scheme give its name, ARSN and trustee; for a CCIV sub-fund give the sub-fund, ARFN and CCIV details; for a listed company give its name, ABN/ACN and registered address. List linked entities with the percentage held, then confirm the $2 million threshold.

3. 3

   Parts 4 to 6: the acquisitions

   Enter the date of the relevant acquisition, the interest acquired and how, prior acquisitions by you or associated persons (with any exemption relied on), and your total interest at the acquisition date.

4. 4

   Part 7: NSW land holdings and goods

   Schedule each land holding and class of goods by holding entity, title particulars and unencumbered value, including value held through linked entities and uncompleted agreements (ss 158, 158A, 160), and total them.

5. 5

   Parts 8 and 9: prior duty and duty payable

   If the landholder is a widely held trust, state duty already paid on units acquired on or after 1 July 2009 and the DAN if paid in NSW. Enter your calculation of the duty payable, then sign and date the declaration.

• Lodge within 3 months of the acquisition, and pay the duty within 3 months; overdue duty attracts interest and penalty tax may apply (Revenue NSW).
• Revenue NSW's Duties Document Matrix (GD 005) lists public landholder acquisitions as lodged through the eDuties portal (application type 60).
• Lodge with it a formal valuation of all land holdings (including through linked entities and discretionary trusts), evidence of the value of goods, and financial statements of the landholder and linked entities at the transaction date.
• Enquiries: landholder.landholder@revenue.nsw.gov.au; postal address GPO Box 4042, Sydney NSW 2001.

• Each person making a relevant acquisition needs a separate statement, including associated persons whose interests count towards the 90%.
• Include land held under an uncompleted agreement. If it later completes (as vendor) or is rescinded (as purchaser), the statement is to be assessed or reassessed as if the land was not held (s 160(2), (3)).
• Interests held through a bare trustee are treated as held by the ultimate beneficial owner (ss 157A to 157C).