Buying a business in Australia
Stamp duty, also called transfer duty, is a state and territory tax the buyer pays when property changes hands. Only QLD and WA still charge it on goodwill. Everywhere else, duty on a business purchase depends on whether land, a lease or fixtures are part of the deal, and SA charges none on commercial property at all. Compare every state below, then use your state’s calculator.
Benchmark Business Sales & Valuations · Updated 10 October 2026
Stamp duty by state
What each state and territory charges duty on when you buy a business’s assets. A business bought without land is duty-free in four of the eight.
| State | Goodwill and IP | Plant and equipment | Trading stock | Lease and fit-out | Freehold premises | Pay by |
|---|---|---|---|---|---|---|
| QLDQLD guide and calculator | Dutiable | Dutiable | Dutiable | If paid forAny amount paid for the lease is added. | DutiableUp to $5.75 per $100. | Lodge within 30 days |
| NSWNSW guide and calculator | No dutySince 1 July 2016. | With premisesWhen transferred with land, a lease or fixtures. | No duty | DutiableA lease is an interest in land; fixtures are land. | DutiableUp to $5.50 per $100. | 3 months, or settlement |
| VICVIC guide and calculator | No duty | With landOnly when sold with the land. | No duty | If a premium is paidNot on a standard assignment. | DutiableUp to 6.5%, then CIPT. | 30 days after settlement |
| WAWA guide and calculator | DutiableIP alone is not. | DutiableWith goodwill or land. | No duty | CheckConfirm with RevenueWA. | DutiableUp to $5.15 per $100. | Lodge within 2 months |
| SASA guide and calculator | No dutySince 18 June 2015. | No duty | No duty | No duty | No dutyCommercial land, from 1 July 2018. Homes and farms still pay. | At settlement |
| TASGuide coming soon | No dutyBusiness goodwill. Site goodwill is part of the land. | With premisesWhen transferred with land or a lease. | No duty | DutiableUnless the lease consideration is $1,300 or less. | DutiableUp to $4.50 per $100. | Through your conveyancer |
| ACTGuide coming soon | No dutySince 1 July 2006. | With land | No duty | CheckConfirm with the ACT Revenue Office. | Over $2.1mNil up to $2.1 million, then 5% of the total. | 14 days after the title is registered |
| NTGuide coming soon | No dutySince 9 May 2023. | With landNot with a nil or nominal value lease. | No duty | CheckConfirm with Territory Revenue Office. | Dutiable4.95% of the total from $525,000. | 60 days after signing |
Scroll the table sideways to see every column.
The short version: buying a leasehold business is usually duty-free in VIC, SA, the ACT and the NT. In NSW, taking over the lease and fit-out usually brings some duty, and in TAS it can if more than $1,300 is paid for the lease. In QLD and WA, duty applies to the business itself, goodwill included.
Stamp duty calculators
Each state guide has a calculator built on that state’s own rules: what’s dutiable, the current rates and any concessions. Enter the price split from your contract and it shows the duty, the rate band and how GST changes the figure.
Buying in TAS, the ACT or the NT? Use the revenue office calculators linked in the sources at the bottom of this page.
Worked example
A $500,000 café: goodwill $300,000, a fixed fit-out $50,000 and moveable equipment $100,000, plus $50,000 of stock. The lease is assigned for no payment and no GST is charged. The second column adds the freehold premises for $1,000,000. States are ordered by the duty with freehold.
| State | Leasehold | With $1m freehold | Why |
|---|---|---|---|
| QLD | $15,925 | $66,775 | Goodwill, fit-out, equipment and stock are all dutiable. |
| WA | $15,390 | $65,790.50 | Goodwill and equipment are dutiable; stock is not. |
| VIC | $0 | $63,250 | Only land, and plant sold with it, is dutiable. |
| NT | $0 | $56,925 | Only land, and goods sold with it. |
| TAS | $0 | $46,935 | A lease assigned for $1,300 or less is not dutiable. |
| NSW | $3,307 | $45,937 | Fit-out counts as land, which brings in the equipment. Any value given to the lease adds to it. |
| ACT | $0 | $0 | Commercial property up to $2.1 million is duty-free. |
| SA | $0 | $0 | No duty on business assets or commercial land. |
Estimates at general rates checked 10 October 2026, before concessions. The freehold column assumes the fit-out and equipment pass with the land. TAS, ACT and NT figures use each revenue office's published rates.
How stamp duty works
The rules that apply in every state, grouped by topic.
Stamp duty is charged by each state and territory, not the federal government, so the rules and rates differ across Australia. Most states now call it transfer duty (land transfer duty in VIC, conveyance duty in the ACT), but the tax is the same.
It applies to transfers of land and, in some states, business assets. It is worked out on a sliding scale, so the rate rises with the value, and it is a one-off cost paid when you buy, not an annual tax.
| QLD, NSW, WA | Transfer duty |
|---|---|
| VIC | Land transfer duty |
| SA, NT | Stamp duty |
| TAS | Property transfer duty |
| ACT | Conveyance duty |
In every state and territory the buyer is liable for stamp duty, and business sale contracts normally confirm it. The seller does not pay duty on the sale, although the price split agreed with the seller decides how much duty the buyer pays.
Your solicitor or conveyancer usually lodges the transaction and pays the duty from your funds, so budget for it alongside the deposit, legal fees and working capital.
Duty is charged on the dutiable value: generally the higher of the price you pay for the dutiable assets and their market value. Liabilities you take over count as part of the price. Revenue offices can ask for a valuation, particularly where the parties are related or land and business are sold together.
Because only some assets are dutiable in most states, the apportionment in the contract matters. Split the price between goodwill, the lease, fixtures, equipment, stock and any land, with values that would stand up to a valuer.
Where GST is payable on the sale, the five state guides here all charge duty on the GST-inclusive amount, which lifts the duty by roughly 10%. Selling a business as a going concern is GST-free, so no GST is added.
Selling a business as a going concern explains the conditions.
Stamp duty on a business purchase is generally not an immediate tax deduction. It is usually added to the cost of the assets acquired: the cost base of goodwill for capital gains tax, or the cost of plant and equipment for depreciation.
The treatment depends on your structure and the assets involved, so confirm it with your accountant before settlement.
Commercial property
If the business comes with its premises, the land is usually the biggest part of the duty bill. Commercial property is charged at general rates in most states, with three exceptions.
| State | Top rate | Duty on $1,000,000 | What's different |
|---|---|---|---|
| QLD | $5.75 per $100 | $38,025 | General transfer duty rates. |
| NSW | $5.50 per $100 | $39,187 | The residential premium rate doesn't apply. Thresholds indexed each 1 July. |
| VIC | 6.5% over $2m | $55,000 | Duty paid once, then annual commercial and industrial property tax (CIPT) after 10 years. 50% off in regional VIC. |
| WA | $5.15 per $100 | $42,615.50 | General rate. |
| SA | Nil | $0 | No duty on qualifying (non-residential, non-farm) land since 1 July 2018. |
| TAS | $4.50 per $100 | $40,185 | General rates. |
| ACT | 5% of the total over $2.1m | $0 | Nil up to $2.1 million from 1 July 2026. |
| NT | 5.95% from $5m | $49,500 | 4.95% of the whole value from $525,000 to $3 million. |
Landholder duty
Not transfer duty on the shares themselves. But if the company or unit trust owns land, buying a large enough stake triggers landholder duty, charged at transfer duty rates on the land as if you had bought it directly.
| State | Land value | Private company | Private unit trust | Listed |
|---|---|---|---|---|
| QLD | $2 million | 50% | 50% | 90% |
| NSW | $2 million | 50% | 20% | 90% |
| VIC | $1 million | 50% | 20% | 90% |
| WA | $2 million | 50% | 50% | 90% |
| SA | No minimum | 50% | 50% | 90% |
In SA landholder duty only applies to residential and primary production land. TAS, the ACT and the NT also have landholder duty: check the thresholds with the revenue office.
More on structuring: what to consider in a share sale. For transactions above $2 million, Benchmark Corporate advises on deal structure.
Concessions and planning
None of these replace advice, but they are the levers that most often change the figure.
| Approach | Where it helps | What to know |
|---|---|---|
| Buy as a going concern | Every state | Keeps GST out of the dutiable value, saving roughly 10% of the duty. |
| Get the apportionment right | Every state | Stock is excluded in most states and goodwill in six of eight. A realistic price split stops non-dutiable assets being taxed. |
| Lease rather than buy the premises | Most states | The land is usually the largest dutiable item. In NSW the lease and fit-out are still dutiable, and in TAS a lease bought for more than $1,300. |
| Small business concessional rate | WA | A lower rate on business assets of $200,000 or less when the buyer carries on the business. |
| Regional commercial concession | VIC | 50% off duty on regional commercial and industrial property. |
| Buy where the property is in CIPT | VIC | Commercial property already in the reform can be exempt from duty, with annual tax instead. |
| Corporate reconstruction relief | Most states | For transfers within a corporate group. NSW now reduces duty by 90% rather than exempting it. |
Buyer checklist
Wherever you buy, these checks are where buyers most often save money or avoid a surprise duty bill.
Goodwill, stock, leases and fit-out are treated very differently. Start with the comparison table above.
Apportion the price between goodwill, lease, fixtures, equipment, stock and land in the contract.
Make sure the sale qualifies as a going concern so GST isn't added to the dutiable value.
Some must be claimed when the transaction is lodged and have conditions that start on day one.
Deadlines run from 14 days to 3 months, and some states expect payment at settlement.
FAQs
Stamp duty, now usually called transfer duty, is a one-off state and territory tax paid by the buyer when property changes hands. It applies to land in every state and, in QLD and WA, to business assets such as goodwill. It is calculated on a sliding scale, so the rate rises with the value.
The buyer. In every state and territory the purchaser is liable for stamp duty, and business sale contracts normally confirm this. The seller’s role is in agreeing the price split, which affects how much the buyer pays.
Only in QLD and WA. NSW, VIC, SA, TAS, the ACT and the NT do not charge duty on goodwill, although TAS treats site goodwill as part of the land.
QLD and WA charge duty on the business itself, including goodwill and equipment. In NSW and TAS, duty applies to the lease, fit-out and equipment transferred with them. VIC, the ACT and the NT charge duty only when land is included, and SA only on residential or farm land.
In most states, yes, at general transfer duty rates of up to about $5.50 to $6.50 per $100. SA charges no duty on commercial land bought from 1 July 2018, and the ACT charges none on commercial property up to $2.1 million from 1 July 2026. VIC charges duty once and then moves the property to an annual commercial and industrial property tax.
Trading stock is only dutiable in QLD. Plant and equipment is dutiable in QLD and WA, and in other states only when it is transferred with land or, in NSW and TAS, with a lease or fixtures.
Yes. Where GST is payable, duty is calculated on the GST-inclusive price, which adds about 10% to the duty. Selling a business as a going concern is GST-free, so no GST is added.
Landholder duty applies when you buy a significant interest in a company or unit trust that owns land. It is charged at transfer duty rates on the land, as if you had bought it directly. Thresholds vary: for example $2 million of land and a 50% interest in a private company in QLD, NSW and WA, and $1 million in VIC.
It depends on the state: within 30 days of signing in QLD, 2 months in WA, 3 months or at settlement in NSW, 60 days in the NT, at or shortly after settlement in VIC and SA, and 14 days after title registration in the ACT.
Generally not as an immediate deduction. Stamp duty is usually added to the cost of the assets acquired, such as the cost base of goodwill for capital gains tax or the cost of plant for depreciation. Confirm the treatment with your accountant.
Buying a business
State guides
Selling instead?
Buying a business?
With 8 offices across Australia and 50+ specialist brokers, Benchmark can walk you through a business’s numbers and the full cost of buying it, stamp duty included. Confidential and no obligation.
This page is general information, not legal or tax advice. Duty depends on your state and the exact terms of your contract, so confirm the figure with your solicitor, conveyancer or the revenue office before you sign.
Sources: Queensland Revenue Office, Revenue NSW, State Revenue Office Victoria, RevenueWA, RevenueSA, State Revenue Office Tasmania, ACT Revenue Office and Territory Revenue Office. Checked 10 October 2026.
