Control of A Corporate Trustee Can Trigger Landholder Duty
- admin730156
- Mar 25
- 2 min read
A recent Supreme Court of Victoria decision has confirmed a significant and often overlooked landholder duty risk for trusts holding Victorian property.
In Tao v Commissioner of State Revenue, the Court confirmed that assuming full control of a corporate trustee can trigger landholder duty, even where no land, trust units or beneficial interests are acquired.
This decision has important implications for property investors, family groups and advisers involved in trust restructures or trustee changes.
Key takeaway:
You can be assessed for landholder duty simply by acquiring control of a trustee company, even if the underlying land never changes hands.
What happened?
The case involved a Victorian unit trust that owned land worth more than $1 million, making it a “landholder” under the Duties Act 2000 (Vic).
Mr Tao did not acquire any additional units in the trust. Instead, he:
Acquired all shares in the corporate trustee, and
Became the sole director of that company.
Several years later, the State Revenue Office assessed landholder duty on the basis that Mr Tao had acquired control of the landholding trust under section 82 of the Duties Act.
The Supreme Court upheld the assessment, confirming that control of the trustee equated to control of the trust itself, even though beneficial ownership of the land did not change.
Why this matters
The decision confirms that:
Landholder duty is broader than many taxpayers assume
Section 82 is a standalone charging provision, not just an anti‑avoidance rule
Practical and legal control of a trustee company can be enough to trigger duty
“Administrative” changes — such as replacing directors or shareholders — can have significant duty consequences
In practical terms, doing nothing more than stepping into control of a trustee company can result in duty being assessed as if the land itself had been acquired.
Transactions now carrying increased risk
Following this decision, landholder duty risk should be considered whenever there is:
A change in directors of a corporate trustee
A transfer of shares in a trustee company
A restructure undertaken to stabilise or refinance a property trust
Succession planning involving control of trustee entities
If the change gives a person the capacity to determine the trust’s financial or operating decisions, landholder duty exposure may arise under section 82.
How Epic Tax can help
Epic Tax helps clients navigate complex trust and property structures and identify hidden landholder duty risks before they crystallise. We assist with:
Reviewing proposed trustee or director changes before implementation
Assessing whether a transaction may constitute an acquisition of control
Advising on structuring alternatives to manage or mitigate duty exposure
Supporting engagements with the State Revenue Office, including objections and disputes
If you are considering changes to a trustee company — even where no property or units are being acquired — early advice is essential.
Case reference
Tao v Commissioner of State Revenue [2025] VSC 831
Supreme Court of Victoria
Available on AustLII:
This highlights how complex property trust laws are—control changes alone can trigger taxes, which many might overlook until its too late. ai detector music