Buying a business in Queensland
Queensland charges transfer duty (stamp duty) on the business assets you buy, including goodwill, plant and equipment, stock and intellectual property, not just on land. The buyer pays it, at rates from $1.50 to $5.75 per $100, and it must be lodged with the Queensland Revenue Office within 30 days of signing. Use the calculator below to estimate yours.
Benchmark Business Sales & Valuations · Updated 10 October 2026
Transfer duty calculator
Enter the price split the way your contract shows it. The calculator applies Queensland’s general transfer duty rates to the total dutiable value, rounding each part of $100 up as the QRO does. See the 2026 rates.
Estimated transfer duty
$15,925
An effective rate of 3.19% of the dutiable value.
| Business price | $450,000 |
|---|---|
| Stock at value | $50,000 |
| Land or lease | $0 |
| GST | $0 |
| Dutiable value | $500,000 |
| Rate band | $75,000 to $540,000 |
If GST were payable on this sale, duty would rise to $17,775. Selling as a going concern keeps GST out of the dutiable value.
An estimate using general rates only. It does not apply concessions, landholder duty, vehicle credits or assets outside Queensland. The QRO assessment is final.
Business purchases use the general transfer duty rates. Home and first home concession rates do not apply to business assets, and the additional foreign acquirer duty applies only to residential land.
| Dutiable value | Duty payable |
|---|---|
| Up to $5,000 | Nil |
| $5,000 to $75,000 | $1.50 for each $100 (or part) over $5,000 |
| $75,000 to $540,000 | $1,050 plus $3.50 for each $100 (or part) over $75,000 |
| $540,000 to $1,000,000 | $17,325 plus $4.50 for each $100 (or part) over $540,000 |
| Over $1,000,000 | $38,025 plus $5.75 for each $100 (or part) over $1,000,000 |
| Dutiable value | Duty | Effective |
|---|
What duty applies to
Queensland charges transfer duty on goodwill and other business assets, not only on land, so most of what you pay for a Queensland business is dutiable. The Duties Act 2001 (section 35) defines the business assets below.
| Asset | Dutiable? | What to know |
|---|---|---|
| Intangible assets | ||
| Goodwill | Yes | Usually the largest part of the price. Goodwill can make the whole agreement dutiable even when the contract does not mention it. |
| Intellectual property | Yes | Trademarks, designs, software, recipes and similar rights. |
| Business name | Yes | Including the right to trade under it. |
| Statutory licences | Yes | A licence needed to run the business, or the right to use one (liquor, fuel, childcare approvals and so on). |
| Franchise rights | Yes | Rights under a franchise agreement transferred to you. |
| Supply rights and debts | Yes | Debts count only where the debtor lives in Queensland. |
| Tangible assets | ||
| Plant and equipment | Yes | Personal property in Queensland is a business asset, so plant, fittings and fit-out are part of the dutiable value. |
| Trading stock | Yes | Stock at value paid at settlement is part of the price for duty purposes. |
| Motor vehicles | Credited | Included in the business agreement, then vehicle registration duty is reduced by the transfer duty already paid on each vehicle. |
| Property and structures | ||
| Freehold land and buildings | Yes | Assessed with the business assets when transferred in the same agreement. |
| Lease | If paid for | A lease is an interest in land. Any amount paid for the lease itself forms part of the dutiable value. |
| Shares in the company | No transfer duty | Unless the company holds Queensland land worth $2 million or more, when landholder duty can apply. See share purchases. |
| Assets outside Queensland | Apportioned | For businesses trading across states, only the share of value relating to Queensland business assets is dutiable here. |
Buying only equipment or stock? An agreement solely for debts, supply rights, intellectual property or personal property (such as plant or stock) is not dutiable, provided no other property, including goodwill, is transferred under it. Once goodwill is part of the deal, the whole agreement is assessed.
Calculating and paying
The details that change the final figure, grouped by topic.
Duty is assessed on the greater of the consideration you pay and the value of the business assets. You cannot reduce duty by agreeing a low price with a related party: the QRO can assess on market value and may ask for an independent valuation, including a goodwill valuation supported by three years of financial statements.
Consideration includes non-cash amounts, such as liabilities you take over as part of the price. If you sign separate agreements that together form one purchase, they can be assessed as a single transaction.
| Goodwill, plant and equipment | $450,000 |
|---|---|
| Stock at value | $50,000 |
| GST (going concern) | $0 |
| Dutiable value | $500,000 |
| $1,050 + $3.50 × 4,250 | $15,925 |
When GST is payable on the sale, duty is calculated on the GST-inclusive price. Most business sales between GST-registered parties qualify as the supply of a going concern, which is GST-free, so no GST is added.
Going concern status does not reduce duty on its own. It simply keeps GST out of the price that duty is calculated on. The conditions are strict, so check them before you sign.
Selling a business as a going concern explains the conditions, and the Queensland selling guide includes a going concern GST checker.
| Going concern: dutiable value | $500,000 |
|---|---|
| Duty | $15,925 |
| GST payable: dutiable value | $550,000 |
| Duty | $17,775 |
| Extra duty if GST applies | $1,850 |
The person or entity acquiring the business assets is liable for transfer duty. Business sale contracts normally confirm the buyer pays. Seller and buyer can agree to share it, but the QRO can still pursue the buyer if it goes unpaid.
Budget for duty alongside legal fees, due diligence and working capital. Our guide to buying a business covers the full set of purchase costs.
Liability arises when the contract is signed or becomes unconditional. The agreement must be lodged with the QRO within 30 days of that date, with a transfer duty statement (Form D2.2) and any concession or exemption forms.
Most buyers lodge through their solicitor, who as a registered self-assessor lodges online within the 30 days and pays the duty within a further 14 days. If you lodge yourself, the QRO issues an assessment notice with the payment due date.
Late lodgement or payment attracts unpaid tax interest and penalty tax.
| Contract signed or unconditional | Day 0 |
|---|---|
| Lodge with the QRO | By day 30 |
| Solicitor (self-assessor) pays | 14 days later |
| Self-lodged | Notice due date |
Vehicles sold with the business are included in the business agreement. When you transfer the registration, vehicle registration duty is reduced by the transfer duty already paid on that vehicle, so you are not taxed twice.
List vehicles and their values separately in the contract so the credit can be worked out.
| Business assets bought | $150,000 |
|---|---|
| Transfer duty paid | $3,675 |
| Vehicle in the sale | $15,000 |
| Registration duty otherwise payable | $450 |
| Credit ($3,675 × $15,000 ÷ $150,000) | $367.50 |
Exemptions and concessions
For an arm’s length purchase from an unrelated seller, usually not. The exemptions below mostly cover restructures and family transfers, and each needs an application to the QRO.
| Exemption | Who it suits | Key conditions |
|---|---|---|
| Small business restructure | Owners moving their own business into a company | From a sole trader, partnership or discretionary trust into a company owned by the same people. Turnover no more than $5 million and assets no more than $10 million. Not available for companies that have traded before. |
| Family business concession: primary production | Farming families | Agriculture, pasturage or dairy business property acquired directly from a defined relative, with the intention of running the business. |
| Family business concession: prescribed businesses | Children and grandchildren taking over a family business | Listed businesses such as cafes, restaurants and retail, acquired from a parent or grandparent. Covers up to $500,000 of gifted business property in total. A valuation must be lodged. |
| Corporate reconstruction | Corporate groups | Some transfers between companies in the same corporate group. |
| Personal property only | Buyers of equipment, stock, debts or IP alone | No duty where the agreement transfers only these assets and no goodwill or other dutiable property. |
Asset purchase vs share purchase
Usually yes for transfer duty, because Queensland does not charge duty on shares in a private company. The exception is a company that holds Queensland land, where landholder duty takes its place. Duty is only one factor: with shares you also inherit the company’s history and liabilities.
| Asset purchaseMost small business sales | Share purchaseBuying the company itself | |
|---|---|---|
| Transfer duty | Payable on goodwill, plant, stock, IP and any land | Not payable on the shares of a private company |
| Landholder duty | Not relevant | Applies if the company's Queensland land is worth $2 million or more and you acquire 50% or more (90% for listed companies) |
| Liabilities | You choose which assets and liabilities you take on | You take on everything the company owes or has done |
| Contracts and licences | Leases, supplier contracts and licences must be assigned or reissued | Stay with the company, subject to change-of-control clauses |
| Typical buyer | Owner-operators and most SME purchases | Larger deals, often with corporate or tax advice |
More on structuring: what to consider in a share sale. For transactions above $2 million, Benchmark Corporate advises on deal structure.
Buyer checklist
Stamp duty is fixed by what the contract says. These checks, in order, are where buyers most often save money or avoid a surprise.
Goodwill, plant, stock, vehicles and any land should each have a value. It drives duty, the vehicle credit and your tax depreciation.
Make sure both parties are GST registered and the conditions are met, so GST is not added to the dutiable value.
Stock at value is counted at settlement. A clear stocktake method avoids paying duty on obsolete stock.
Standard contracts put it on the buyer. Read the clause if a share or credit has been negotiated.
Ask your solicitor to lodge with the QRO as soon as the contract is signed or becomes unconditional.
FAQs
Yes. Queensland charges transfer duty on business assets, including goodwill, plant and equipment, trading stock, intellectual property, business names and licences. It is calculated on the total dutiable value at the general rates, from $1.50 to $5.75 per $100.
$15,925, if no GST is payable on the sale. That is $1,050 plus $3.50 for every $100 over $75,000. If GST were payable, the dutiable value would be $550,000 and duty would be $17,775.
The agreement must be lodged with the Queensland Revenue Office within 30 days of the contract being signed or becoming unconditional. A solicitor lodging as a self-assessor pays within 14 days after that; if you lodge yourself, you pay by the due date on the assessment notice.
Yes. Goodwill is a business asset under the Duties Act 2001 and is usually the largest part of the dutiable value. Its presence can make the whole agreement dutiable even if the contract does not mention goodwill by name.
Yes, when they are sold with the business. Plant, equipment and trading stock in Queensland are business assets, so their value is added to the dutiable value. An agreement for equipment or stock alone, with no goodwill or other dutiable property, is not dutiable.
Yes. If GST is payable on the sale, duty is calculated on the GST-inclusive price. A sale that qualifies as a going concern is GST-free, so no GST is added and duty is lower.
The buyer. The person acquiring the business assets is liable, and business sale contracts normally confirm this.
Not transfer duty on the shares of a private company. However, if the company holds Queensland land worth $2 million or more and you acquire 50% or more, landholder duty applies instead.
Buying in Queensland
Other states
Buying a business in Queensland?
Our Brisbane, Gold Coast and Sunshine Coast brokers can walk you through a business’s numbers and the costs of buying it. Confidential and no obligation.
This page is general information, not legal or tax advice. Duty depends on the exact terms of your contract, so confirm the figure with your solicitor or the Queensland Revenue Office before you sign.
Sources: Queensland Revenue Office pages on transfer duty rates, business asset transfers, small business restructures, family business concessions, landholder duty and lodging and paying. Checked 10 October 2026.
