Morning, day or night: why timing transactions on the same day can trigger landholder duty in NSW

Taxpayers cannot structure around landholder duty in NSW by sequencing a unit or share transfer and a property acquisition at different points in time on the same day, following the decision by the NSW Civil and Administrative Tribunal in Ivo Holdings Pty Ltd v Chief Commissioner for State Revenue [2026] NSWCATAD 206, which has confirmed that "date" in section 161 of the Duties Act 1997 (NSW) means a calendar day, not a point in time.

Ivo Holdings Pty Ltd v Chief Commissioner for State Revenue [2026] NSWCATAD 206

On 4 November 2020, Richesse Management Group Pty Ltd entered into an agreement to transfer 100% of the units in Ivo Hong Unit Trust to Ivo Holdings Pty Ltd (Applicant) as trustee for the Ivo Hong Discretionary Trust. On the same day, the Trust entered into a contract of sale to purchase a property located in Eastwood for a purchase price of $2,100,000.

Settlement for both the unit transfer and purchase of property occurred on 16 December 2020.

On 13 June 2025, the NSW Chief Commissioner issued an assessment for landholder duty plus interest, concluding that on 16 December 2020 the Applicant made a "relevant acquisition" in the Trust under section 149(1)(a) of the Duties Act. The Applicant argued that the unit transfer was executed during the morning of 4 November 2020 whereas the contract for purchase of the Eastwood property was entered into during afternoon of that same day. On that basis, at the time that the agreement for the unit transfer was executed, the Trust was not a landholder in NSW and landholder duty should not have been charged.

The Tribunal found that on 4 November 2020, the Trust was a private landholder by virtue of its interest in the Eastwood property, notwithstanding that the agreement to purchase the Eastwood property was executed after the agreement to transfer the units in the Trust.

Was the Trust a landholder in NSW?

Section 160(1) of the Duties Act provides that, the transferor and transferee under an uncompleted agreement for the sale or transfer of land are separately entitled to the whole of the land. The consequence of this is that the land that is subject to an uncompleted contract is taken to be a landholding of both the vendor and the purchaser. Therefore, on 4 November 2020, the Trust was a landholder in NSW.

Section 161 of the Duties Act specifies that a purchaser under an agreement for the sale or issue of a share or unit in a landholder is taken to have an entitlement to a distribution of property of the landholder on and from the "agreement liability date". The "agreement liability date" in this case being the "date" that the transfer documents were delivered to the person acquiring the units in the Trust (the Applicant). Accordingly, the Tribunal turned on whether the "date" refers to a specific point in time in a day, or to the whole of a calendar day.

The Tribunal ultimately determined that intra-day sequencing of events that occurred on 4 November 2020 was irrelevant for the purposes of section 161 of the Duties Act for the following reasons:

1. The Chief Commissioner should not be placed in the position where he cannot make a correct assessment of landholder duty because the point in time for several events occurred on a given day is material but cannot be ascertained from the face of the documents.

2. There is no need for greater precision. The Duties Act does not impose a different duty liability amount depending on the hour of the day that a triggering event occurs, and no other duty or tax legislation is calculated down to the fraction of a day.

3. A calendar day provides certainty for taxpayers who may not be able to recall the precise time at which documents were executed on a given day.

On that basis, both the unit transfer and property purchase occurred on 4 November 2020 and therefore, the Trust was a landholder on that date. The duty assessment was affirmed with the "agreement liability date" determined as 4 November 2020, instead of 16 December 2020. The Tribunal separately noted that:

"The Applicant could have achieved its goal to avoid landholder duty had it entered into the Unit Trust Sale Agreement on or before 3 November 2020."