Stamp Duty When Buying a Business in Australia: The Complete State-by-State Guide

Nigel Gordon·20 October 2026·Deal Structure & Financing

Stamp duty — technically called "transfer duty" or "conveyancing duty" in most states — is one of the most overlooked costs when buying a business in Australia. Depending on the state, the deal structure, and which assets are included, it can add anywhere from nothing to tens of thousands of dollars to your transaction cost. Most buyers find out about it late. Some find out at settlement. Neither is ideal.

The key variable: stamp duty on a business purchase depends on how the deal is structured and which assets are actually transferring. An asset sale versus share sale is not just a tax question — it's a stamp duty question too, and the answers aren't the same in every state.

This guide covers what attracts duty, which states are the most expensive, and how the structure of your deal changes the liability. It maps to Module 6 of the Playbook, which covers the full suite of deal structuring decisions.

What actually attracts stamp duty on a business purchase

Not everything in a business sale attracts stamp duty. In most Australian states, duty is levied on the transfer of certain dutiable property — and what counts as dutiable property varies.

Generally dutiable (in most states):

Land and buildings owned by the business (commercial property, warehouse, depot)
Goodwill (the value of the business above its tangible asset value)
Intellectual property (trademarks, patents, client databases)
Plant and equipment above threshold values
Stock in trade (in some states)

Generally not dutiable in most states:

Cash and receivables
Liabilities assumed by the buyer
Employment contracts

One broker told me about a deal where the buyer had structured things to minimise GST exposure and hadn't even thought about the duty implication on the goodwill transfer — ended up with a bill he hadn't modelled. The deal still stacked up, but it wasn't a pleasant surprise at 4pm on settlement day.

For a breakdown of stamp duty when buying a business more generally, see the companion article. For the purchase price allocation decisions that flow from this, see that guide — the two topics are deeply connected.

Asset sale vs share sale: the structural choice that changes everything

In an asset sale, the buyer purchases the business assets directly. Stamp duty is assessed on the dutiable assets included in the sale. This typically means duty on goodwill, land (if any), and sometimes plant and equipment above thresholds.

In a share sale, the buyer purchases the shares in the company that owns the business. Stamp duty on share transfers is handled differently — and in some states, it's either minimal or zero for unlisted company shares. This is one of the reasons sellers often prefer share sales: the duty cost to the buyer can be dramatically lower.

The catch (there's always one): share sales come with different due diligence requirements, different liability profiles, and different lender preferences. Banks generally prefer lending against asset purchases. You're not choosing a deal structure purely for stamp duty — but the duty implication should be in the model.

What is this guide?

The gated content below is a plain-language state-by-state breakdown of how stamp duty works on business acquisitions across New South Wales, Victoria, Queensland, Western Australia, South Australia, Tasmania, the ACT, and the Northern Territory — with worked examples, threshold figures, and notes on concessions.

It's designed to be printed, annotated, and handed to your solicitor. It won't replace specific advice, but it will mean you go into that conversation knowing what questions to ask (which matters more than most buyers realise).

The Complete State-by-State Stamp Duty Guide for Business Buyers in Australia

How to use this guide: Read your relevant state section before you sign. If you're operating across states, read all of them — duty is assessed where the assets are located, not where the buyer is based.

New South Wales (NSW)

Governing body: Revenue NSW

What's dutiable: Transfer duty applies to dutiable property transferred in a business sale. This includes:

Land (at market value, standard transfer duty rates)
Goodwill (at the consideration allocated to goodwill)
Business assets that are "dutiable property" under the Duties Act 1997 (NSW)

Rates: NSW transfer duty on business assets (excluding land) uses a sliding scale:

Up to $3,000: $1.25 per $100 (minimum $10)
Over $3,000 to $31,000: $37.50 plus $1.50 per $100 over $3,000
Over $31,000 to $83,000: $457.50 plus $1.75 per $100 over $31,000
Over $83,000 to $310,000: $1,367.50 plus $3.50 per $100 over $83,000
Over $310,000 to $1,050,000: $9,317.50 plus $4.50 per $100 over $310,000
Over $1,050,000: $42,617.50 plus $5.50 per $100 over $1,050,000

Share sales: For unlisted companies, NSW imposes "landholder duty" rather than standard transfer duty when the company holds land above threshold values. If the target company doesn't own land, share transfer duty is generally low.

Concessions: NSW has limited business-specific concessions, but business assets that are "excluded duties" (e.g. money, certain financial instruments) are not dutiable.

Practical note: For a typical service business purchase in NSW at $800,000 with goodwill of $500,000, transfer duty on the goodwill component alone would be in the range of $22,000-$27,000. This is material and should be in your transaction cost model from day one.

Victoria (VIC)

Governing body: State Revenue Office (SRO Victoria)

What's dutiable: Victoria's Duties Act 2000 imposes duty on "dutiable transactions" including transfers of dutiable property. Goodwill is explicitly dutiable in Victoria. Land is dutiable at standard rates.

Rates (duty on dutiable value):

Up to $25,000: 1.4%
Over $25,000 to $130,000: $350 plus 2.4% on excess over $25,000
Over $130,000 to $960,000: $2,870 plus 6% on excess over $130,000
Over $960,000 to $2,000,000: $52,670 plus 5.5% on excess over $960,000
Over $2,000,000: $124,870 plus 6.5% on excess over $2,000,000

Share sales: Victoria imposes "landholder duty" on acquisitions of interests in "landholders" (companies or trusts holding Victorian land worth over $1 million). If the business doesn't own Victorian land, a share sale typically avoids Victorian stamp duty on the transaction.

Concessions: The "young farmer" exemption doesn't apply here (obviously). No major business-specific concessions in standard cases.

Practical note: Victoria's rates are among the highest in the country. A $600,000 business acquisition in Victoria with goodwill of $400,000 would attract approximately $24,000-$28,000 in transfer duty on the goodwill alone, before any land component.

Queensland (QLD)

Governing body: Queensland Revenue Office

What's dutiable: Queensland's Duties Act 2001 applies duty to transfers of "dutiable property," which includes business assets specifically. Goodwill is expressly included. Plant and equipment over the threshold is dutiable. Stock in trade is not dutiable in Queensland.

Rates:

Up to $5,000: $1.50 per $100 (minimum $1)
Over $5,000 to $75,000: $75 plus $1.50 per $100 over $5,000
Over $75,000 to $540,000: $1,125 plus $3.50 per $100 over $75,000
Over $540,000 to $1,000,000: $17,400 plus $4.50 per $100 over $540,000
Over $1,000,000: $38,100 plus $5.75 per $100 over $1,000,000

Share sales: Standard share transfers in private companies attract flat duty of $0.60 per $200 of consideration (or market value). This is generally much lower than asset-sale duty on goodwill-heavy businesses.

Practical note: Queensland is relatively buyer-friendly compared to Victoria. The absence of duty on stock in trade reduces the dutiable value for inventory-heavy businesses.

Western Australia (WA)

Governing body: Revenue WA (Department of Finance)

What's dutiable: Western Australia's Duties Act 2008 applies duty to transfers of dutiable property. Goodwill is dutiable. Business assets generally attract duty.

Rates:

Up to $85,000: $1.90 per $100
Over $85,000 to $120,000: $1,615 plus $2.85 per $100 over $85,000
Over $120,000 to $200,000: $2,612.50 plus $3.80 per $100 over $120,000
Over $200,000 to $500,000: $5,652.50 plus $4.75 per $100 over $200,000
Over $500,000: $19,902.50 plus $5.15 per $100 over $500,000

Share sales: WA imposes "landholder duty" on significant acquisitions in landholding entities. For non-landholder private companies, share transfers generally attract low duty.

Practical note: WA rates are in the middle range. The state imposes no land transfer duty on business assets that are not land — but goodwill is captured.

South Australia (SA)

Governing body: RevenueSA

What's dutiable: South Australia's Stamp Duties Act 1923 applies to a range of transactions including business transfers. Goodwill is dutiable.

Rates: SA uses a flat rate structure for business assets:

$1 per $100 of consideration on the first $1,000
For amounts over $1,000: progressive rates up to approximately 5.5% on the excess

Note: SA revised its duty regime in recent years. Get specific advice on current SA rates as these can shift.

Share sales: SA imposes duty on certain share transfers where the company holds real property in SA. Pure business goodwill transfers in SA via a share structure may attract lower duty if no land is held.

Tasmania (TAS)

Governing body: State Revenue Office Tasmania

What's dutiable: Tasmania's Duties Act 2001 applies duty to dutiable transactions including transfers of dutiable property, which includes goodwill.

Rates: Tasmania uses rates broadly similar to other states, with rates up to approximately 4.5% on higher-value transfers.

Practical note: Tasmania has a smaller transaction market. Specific advice is more important here as the revenue office is more accessible for pre-lodgement advice than in larger states.

Australian Capital Territory (ACT)

Governing body: ACT Revenue Office

What's dutiable: The ACT Duties Act 1999 applies duty broadly. Goodwill is dutiable. Business assets attract duty.

Practical note: The ACT's rates are broadly comparable to NSW but the market is smaller. The ACT has been progressively reforming its duty regime, so check current rates specifically.

Northern Territory (NT)

Governing body: Territory Revenue Office

What's dutiable: The NT Stamp Duty Act applies to dutiable transactions. Goodwill is dutiable. The NT generally has lower duty rates than most states.

Practical note: The NT is the lowest-duty jurisdiction for most business transactions. If you're buying a business with significant NT-located goodwill, the duty cost is typically lower than comparable transactions in NSW or VIC.

Structuring to reduce stamp duty: what buyers actually do

These are not loopholes — they're legitimate structuring decisions that competent buyers and their advisers make routinely.

Share sale instead of asset sale. If the vendor is prepared to sell shares (many aren't, for their own reasons), and the company doesn't hold land, the duty cost on a share transfer is typically a fraction of asset-sale duty. The trade-off: you inherit the company's historical liabilities. This requires thorough due diligence and usually a warranty and indemnity deed.

Purchase price allocation to non-dutiable items. In a multi-asset business, the way you allocate the purchase price between dutiable and non-dutiable assets affects the total duty bill. Cash, receivables, and liabilities assumed are generally not dutiable. A solicitor and accountant working together on the purchase price allocation should factor duty implications into the allocation — within what's defensible at market value.

Earnout structures. If part of the purchase price is contingent on future earnings (an earnout), the duty base in some states is assessed on the certain consideration, not the potential maximum. This can defer or reduce the duty assessment if structured correctly.

Specific asset exclusions. If certain plant and equipment falls below the threshold for dutiable property, excluding it from the formal dutiable asset schedule (and treating it separately) can reduce the dutiable consideration.

Checklist: stamp duty before you sign

Use this before signing a sale and purchase agreement:

Confirm with your solicitor which assets in this deal attract transfer duty in the relevant state(s)
Get an estimate of stamp duty based on the proposed purchase price allocation — before finalising the allocation
Ask whether a share sale is available and what the duty differential would be
Check whether the vendor holds land — if yes, confirm the stamp duty treatment of a share sale (landholder duty may apply)
Include stamp duty in your full transaction cost model (add to legal fees, due diligence costs, lender fees, broker fees)
Ask your solicitor whether any concessions or exemptions apply for this transaction type or state
Confirm who bears the duty cost under the sale and purchase agreement (typically the buyer, but occasionally split)
Check whether the earnout structure has stamp duty implications in the relevant state
If the business operates across multiple states, identify which assets are located where — duty is assessed by location of the dutiable property

Related resources

For the purchase price allocation decisions that affect your stamp duty base, see the purchase price allocation template.

For GST treatment of the same transaction — which often runs alongside stamp duty planning — see the GST going concern checklist.

For the full deal structuring picture, see Module 6 of the Playbook.

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