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Buying or selling a business in Australia involves more than negotiating a sale price; you also need to understand how stamp duty applies to the transaction. Depending on the state or territory, different business assets attract duty, and the amount you’ll pay can vary widely.
This guide walks you through when stamp duty on a sale of business applies, which parts of the deal are dutiable, and what buyers and sellers should prepare for before settlement. With the right knowledge and advice, you can structure your transaction confidently and avoid unexpected duty costs.
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[section id="what-is-stamp-duty-and-when-does-it-apply-to-a-business-sale" format="overview"]
What is stamp duty, and when does it apply to a business sale?
Stamp duty is a state-based tax applied to the transfer of certain business assets when buying or selling a business in Australia.
While many people associate it with property transactions, stamp duty can also apply to assets such as equipment, intellectual property, licences, or goodwill, depending on the rules in your state or territory.
In a business sale, the buyer typically needs to pay stamp duty, and the amount depends on the value of the dutiable assets and the state’s duty rates. Not every part of the sale is subject to duty. Still, when it is, the transfer must be accurately documented, and payment is typically required before the ownership transfer is completed.
Understanding these requirements early helps both parties avoid delays or unexpected costs at settlement.
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What assets in a business sale attract stamp duty?
Different assets in a business sale can attract stamp duty, but it depends entirely on the rules in your state or territory. Generally, duty applies only to specific business assets, not the full sale price. Here are the assets that may be considered dutiable:
- Goodwill — Considered a prime dutiable asset as it reflects the trading value of the business.
- Intellectual property — IP connected to the business, such as trademarks or systems.
- Business licences — Some licences carry value and are taxable when transferred.
- Equipment and fixtures — Especially items fixed to premises or essential to operations.
- Commercial lease assignment — A lease transferred to the new owner may incur duty.
- Real property — Any land or building included in the sale automatically triggers duty.
Because the dutiable status of each asset type varies across jurisdictions, it’s important to confirm the rules for your location before finalising the agreement.
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[section id="stamp-duty-differences-between-australian-states" format="comparison"]
Stamp duty differences between Australian states
Stamp duty rules aren’t consistent across Australia. Each state and territory decides which business assets are dutiable and how the duty is calculated. Here’s a quick comparison:
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Victoria (VIC)
For most business purchases in Victoria, duty is not charged separately on the business itself. Instead, duty is calculated on the land or property interest being transferred, and the presence of a business can affect the land value.
Goodwill and many other non-land assets are generally not dutiable on their own, but values must still be properly allocated in the sale agreement.
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New South Wales (NSW)
Since 1 July 2016, NSW has abolished transfer duty on many non-land business assets, including goodwill, most business licences, intellectual property, plant and equipment and leases.
In practice, if you buy a business in NSW that does not include land, you usually don’t pay stamp duty on the business purchase price.
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Queensland (QLD)
Queensland still charges transfer duty on a wide range of business assets, including goodwill and intellectual property, when you purchase business assets rather than shares. This means the duty you pay is often based on the value of the business assets being transferred, not just any portion of a property.
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Western Australia (WA)
WA also continues to impose transfer duty on business assets, including goodwill, business licences and intellectual property, under the Duties Act 2008 (WA). Buyers should expect duty to apply when purchasing a business in WA, even where there is no freehold land.
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[section_inner_1 id="south-australia-sa" format="overview"]
South Australia (SA)
SA has abolished transfer duty on many non-land business assets. Since 2015, goodwill, IP, plant and equipment, licences and similar assets are generally exempt from duty when transferred with a business.
However, duty can still apply to land or motor vehicles that form part of the transaction.
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Tasmania (TAS)
In Tasmania, goods and business assets are not usually dutiable in themselves, but they can become dutiable if they are transferred as part of an arrangement that includes other dutiable property, such as land or a commercial lease. Therefore, if your business sale consists of a lease over premises, some associated assets may be included in the duty calculation.
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[section_inner_1 id="australian-capital-territory-act" format="overview"]
Australian Capital Territory (ACT)
In the ACT, duty is generally focused on property transactions. Business sales that don’t involve real property are usually not subject to stamp duty, whereas buying commercial property still attracts conveyance duty at ACT rates.
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Northern Territory (NT)
From 9 May 2023, the NT abolished stamp duty on non-land assets, including goodwill, business names, intellectual property and many statutory licences. Duty can still apply where there is a conveyance of land, or chattels transferred with land, but most stand-alone business asset transfers are now outside the duty net.
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[section_inner_1 id="motor-vehicle-duty" format="overview"]
Motor vehicle duty
Regardless of whether stamp duty applies to the broader business sale, motor vehicle duty generally applies to any vehicle transferred as part of the transaction. This includes cars, vans, utes, or other registrable vehicles owned by the business. Duty is assessed separately from other business assets and is typically calculated based on the vehicle’s market value or transfer price, as per state-based motor vehicle duty rules. Buyers should factor this cost in, even where goodwill and other non-land assets are exempt from duty.
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[section id="stamp-duty-on-share-transfers-and-company-sales" format="overview"]
Stamp duty on share transfers and company sales
When a business is sold by transferring shares rather than individual assets, stamp duty works a little differently. Instead of examining the business assets directly, state revenue authorities assess whether the share transfer confers a significant interest in a company that owns dutiable property, such as land.
If the company holds land, certain licences, or other dutiable assets, a large enough share transfer can be treated as if the buyer is effectively purchasing that underlying property. In these cases, transfer duty may apply, even though it’s structured as a share sale.
However, if the company doesn’t own any dutiable property, many share transfers won’t attract duty. Each state sets its own rules and thresholds, so it’s important to review the company’s asset position early to confirm whether the transaction is taxable.
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[section id="how-to-calculate-and-pay-stamp-duty-for-a-business-sale" format="steps"]
How to calculate and pay stamp duty for a business sale
Calculating stamp duty on the sale of a business begins with determining the dutiable value of the assets being transferred. This is usually the higher of the price allocated to each asset in the sale agreement or its market valuation. Once the value is confirmed, the state’s transfer duty rates are applied to determine how much duty you need to pay.
Here’s the process in simple steps:
- Identify all dutiable business assets.
This includes property, leases, licences, goodwill, intellectual property, and any other assets that your state considers dutiable. - Allocate values in the sale agreement.
Both parties need to agree on how the purchase price is allocated between assets. These values must be reasonable and supported by evidence. - Obtain valuations where required.
Some states require a formal valuation report to confirm the dutiable value, especially for goodwill or intellectual property. - Calculate the transfer duty.
Apply the relevant state or territory’s duty rates to the dutiable value of each asset. Each jurisdiction has its own scale, and the amount you’ll pay will vary depending on both the state and the asset types involved. - Lodge the duty paperwork.
Duty must be lodged with the relevant state revenue office, either electronically or through an approved intermediary. You’ll need to provide the sale agreement, valuation documents, and any required declarations. - Pay the duty within the required timeframe.
In most states, the buyer must pay stamp duty within thirty days of settlement or the agreement becoming unconditional. Missing this deadline can result in penalties or interest.
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[section id="how-stamp-duty-affects-business-buyers-and-sellers" format="mixed"]
How stamp duty affects business buyers and sellers
Stamp duty influences how a business sale is structured, negotiated, and finalised. Both the buyer and the seller assume different responsibilities, and understanding these early on helps avoid delays or unexpected costs.
Here’s how stamp duty typically affects each party:
For buyers
- Increases the total purchase cost — In most states and territories, the buyer is responsible for the stamp duty payment, which adds to the overall cost of purchasing the business.
- Impacts financing and cash flow — Duty may be payable within thirty days, so buyers need to plan for this early.
- Affects negotiation strategies — Buyers often negotiate price adjustments or request clearer asset allocation to reduce the dutiable value where possible.
- Determines deal structure — In states that still tax goodwill or IP (e.g., QLD, WA), buyers may explore alternate structures to manage duty exposure.
- Requires accurate documentation — Revenue offices need evidence supporting valuations and asset breakdowns before approving the transfer.
For sellers
- Influences how asset values are allocated — Sellers must ensure the sale agreement clearly allocates values across goodwill, equipment, licences, and any property interest to avoid disputes or reassessments.
- Can affect the sale price — If the buyer’s duty cost is high, it may result in a lower negotiated price or changes to contract terms.
- Determines timing of settlement — Incorrect valuations or incomplete documents can delay duty assessment and hold up settlement.
- Impacts compliance risk — Sellers need to ensure the contract reflects the true value of the business assets; inaccurate allocations may be challenged by the state revenue office.
- Shapes communication with advisers — Lawyers, accountants, and brokers must align on the approach to duty to ensure a smooth transfer.
This makes stamp duty an important consideration for both parties, not just the buyer who pays it. Getting clarity early helps avoid disputes, last-minute contract changes, or incorrect duty calculations.
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[section id="get-expert-business-sale-advice-from-liston-newton" format="cta"]
Get expert business sale advice from Liston Newton
Whether you're buying or selling, stamp duty can have a real impact on how the sale of your business is structured and what you ultimately pay. Our advisory team helps you understand your duty position, assess the assets involved, and navigate the rules across each state and territory so you can move forward with confidence.
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Free financial strategy session*
A 90-minute strategy session gives you practical clarity around your business tax and compliance position.
- Understand how stamp duty applies to your business
- Get tailored guidance on structuring your sale or purchase
- Walk away with a clear next-steps plan for your transaction
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