---
title: "Business Valuations for NSW Duty | Revenue NSW Evidence"
url: https://businessvaluationssydney.com.au/services/nsw-duty-valuation/
description: "When a business valuation is used for NSW duty: price splits between goodwill and dutiable assets, related-party sales, partnerships, shares as payment."
updated: 2026-11-15
---

# When duty in New South Wales turns on what the business assets are worth.

## Your fixed fee

- Your fee is put in writing first and does not move with the value.
- A second valuer checks each report before signing.
- The working file stays on record for ten years.
- The report carries the name of the valuer who [signs it](https://businessvaluationssydney.com.au/about/).

New South Wales does not charge duty on goodwill, so a business sale often needs no valuation for duty at all. A few situations do call for evidence of value. This page sets out which ones, in Revenue NSW’s own words, and where a business valuer fits.

Fee guide

Under $2 million of turnover: $1,495 + GST, signed report in 2 business days. $2 million to $3 million of turnover: $2,495 + GST, signed report in 3 business days. $3 million to $10 million of turnover: $3,495 + GST, signed report in 3 business days. Above $10 million we quote the fee in writing and agree the delivery date with you first. Delivery time starts once payment and all required information have been received.

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- 2 business days From payment and complete information to a signed small-business report
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- 10 years How long the working file behind each report is kept Delivery time starts once payment and all required information have been received.

Since 1 July 2016, Revenue NSW says, a sale of business assets has not carried transfer duty in New South Wales. Goodwill, intellectual property and statutory licences are all outside it. Duty on a business sale now follows land, leases, fixtures and some goods. Value comes into it when one price covers both kinds of asset, when the buyer and the seller are related, when an interest in a partnership changes hands, or when part of the price is paid in shares. In those cases Revenue NSW can ask for evidence of value, and it is not bound by the figures written in the contract. We value businesses, goodwill and shares. Land is valued by a property valuer.

## What duty is charged on in a business sale, and what it is not

Revenue NSW lists the business assets that do not carry transfer duty: goodwill, intellectual property such as trade marks and domain names, statutory licences such as liquor licences, and debtors. It lists what does: land, interests in land such as a commercial or retail lease, including the assignment of an existing lease, and fixtures. Goods are dutiable only when they are sold in the same agreement as other dutiable property, and some goods, such as stock-in-trade and vehicles registered for road use, are left out.

Two of Revenue NSW’s own examples show the difference. A tutoring business sold with no land and no lease: no transfer duty. A hairdressing business bought with a commercial lease, a fixed fit-out, equipment, stock and goodwill: on Revenue NSW’s figures, duty is worked out on less than half of the price. The goodwill and the stock stay outside the duty. The lease, the fit-out and the equipment do not.

The signed report is $1,495 + GST where turnover is below $2 million, ready in 2 business days, and $2,495 + GST from $2 million to $3 million, ready in 3 business days. Delivery time starts once payment and all required information have been received.

Get my fixed fee[See every fee](https://businessvaluationssydney.com.au/fees/)

## One price, two kinds of asset

Most business sale contracts state one price, or a price split into a few lines. Where a sale covers dutiable and non-dutiable property, Revenue NSW’s ruling on consideration says duty is charged only to the extent the sale relates to dutiable property. It also says the dutiable amount is not necessarily limited to the amount the parties have written down, and that the dutiable value is whichever is greater, the consideration or the property’s unencumbered value.

For a business purchase, Revenue NSW asks that the apportionment reflect the value of the dutiable and the non-dutiable assets, lists a breakdown between fixtures and moveable goods among the documents it wants, and says evidence of value may be required even where the two sides are at arm’s length.

A business valuation shows what the whole business is worth and how much of that is goodwill. That is the non-dutiable side of the split. Fixtures, significant items of equipment and land sit on the other side, and those are valued by people who value plant or property.

## When Revenue NSW usually asks for evidence of value

Revenue NSW’s ruling on evidence of value says it will usually seek evidence, to check that the consideration is adequate, in circumstances that include these:

- There is no consideration for the transaction
- The consideration, or part of it, is not money
- The parties are related or associated
- It is an agreement for sale and there is no selling agent
- The same legal or professional firm is acting for both sides
- The transaction is for a fractional interest in property

## Buying from a relative, a business partner or a related entity

Where a business is bought from a family member, a business partner or a related entity, Revenue NSW says the buyer may also need an independent valuation of the land owned by the business, if land is part of the purchase, and of the business assets.

Revenue NSW’s word is "may", and what it asks for in a particular case is its decision. Where the buyer and the seller are connected, the lawyer acting on the sale can say whether a valuation will be wanted. One prepared at the time of the sale is easier to put together than one prepared afterwards.

## Partnership interests, and prices paid in shares

An interest in a partnership is dutiable where the partnership holds dutiable property. Revenue NSW’s ruling says the dutiable value is a proportion of the value of the interest, and that the proportion is set by comparing the unencumbered value of the partnership’s dutiable property with the unencumbered value of all of its assets. That means every asset of the partnership needs a value, the goodwill included, and not only its land.

The other case is a price that is not paid in cash. Revenue NSW says that if any part of the consideration is non-monetary, for example shares, evidence of the value of that consideration is required. When land or a lease goes into a company in return for shares in it, the value of those shares is part of the evidence.

## What Revenue NSW expects of the evidence

For dutiable property other than land, Revenue NSW’s ruling says that where a formal valuation is needed it must be made by a person whose business it is to make valuations of that class of property. For land it asks for a suitably qualified person, which is a matter for property valuers.

On timing, the ruling says evidence of value should be as at the date the liability arises, and that acceptable evidence dated within three months of that date will generally be accepted. Our reports state the valuation date, the instructions we were given, the information relied on and the method, so that a reader at Revenue NSW can see how the figure was reached.

In New South Wales

## Landholder duty, and what happens if you disagree with an assessment.

Two more parts of the system are worth knowing about. Neither is ours to advise on, and both can turn on a valuation.

### Buying shares or units in an entity that holds land

Landholder duty is aimed at the purchase of a significant interest in a unit trust or company that holds New South Wales land worth $2 million or more before any mortgage is taken into account. Revenue NSW works it out on the land holdings and goods of that entity and not on the value of the shares or the business. It asks for a formal valuation of the land holdings by a suitably qualified person, and says financial statements may be accepted in some instances as evidence of the value of goods and fixtures. We do not value land.

### Objecting to an assessment

A taxpayer who disagrees with an assessment can lodge a written objection. Revenue NSW says an objection must be lodged no later than 60 days after the notice of assessment is served, that a late objection may be permitted in some cases, and that the person objecting has to prove their case.

### Review by NCAT or the Supreme Court

If the objection is not allowed, the taxpayer can apply to the NSW Civil and Administrative Tribunal or the Supreme Court of NSW for a review. Revenue NSW says the application must be made within 60 days of the date the notice of determination of the objection is issued. NCAT’s own page counts the 60 days from receiving the determination. Where the argument is about value, valuation evidence is what each side brings. A report for a tribunal or a court is separate work, agreed in writing before it starts.

### Late or short payment

Revenue NSW says interest is charged on duty that is paid late or underpaid, and that penalty tax can apply as well. The rate of interest changes during the year, so we do not print one.

## What the valuer will ask you for.

Nothing is needed to ask for your fee. Once you go ahead, these are the records we usually ask for, sent through our secure client portal.

- The contract for sale, or the draft, with any split of the price
- The lease, and any transfer or assignment of it
- A list of fixtures, fit-out and equipment included in the sale
- Three years of accounts and tax returns for the business
- Management accounts up to the date of the contract
- How the buyer and the seller are connected, if they are
- Any letter or request you have received from Revenue NSW
- Your lawyer’s contact details, so the valuation covers what the duty documents need

## NSW duty: questions we are asked.

### Is stamp duty payable on goodwill in NSW?

No, on Revenue NSW’s guidance. It says the duty that used to apply to a sale of business assets came to an end on 1 July 2016, and it names goodwill, intellectual property and statutory licences among them. Transfer duty is the present name for what used to be called stamp duty. Duty can still be payable on other things in the same sale: land, a lease, fixtures and some goods.

### Do I need a business valuation for duty when I buy a business in NSW?

Often not. Revenue NSW’s guidance says that generally no valuation of the goodwill is required, because goodwill is not dutiable property. It can ask for evidence of value where the price is split between dutiable and non-dutiable assets, and it says an independent valuation of the business assets may be needed where the buyer and the seller are related. Your lawyer will know what your lodgement needs.

### Will Revenue NSW accept the split of the price in our contract?

Not automatically. Its ruling says the dutiable amount is not necessarily limited to the amount stated by the parties, and that the apportionment should reflect the value of the dutiable and non-dutiable assets. A valuation of the business and its goodwill is evidence for one side of that split.

### Do you value the land, the lease or the equipment?

No. We value businesses, goodwill, shares and units. Land and interests in land are valued by a property valuer, and Revenue NSW has its own guidance on who is suitably qualified to do that. Significant items of plant are valued by a plant and equipment valuer. Where a lodgement needs more than one valuation, they can be prepared to the same date.

### Is duty payable when I buy shares in a company that owns its premises?

It can be. Landholder duty may apply where the company’s land in New South Wales is worth $2 million or more before any mortgage is counted and you acquire a significant interest, which Revenue NSW sets at half or more of a private company and at one fifth or more of most private unit trusts, for acquisitions on or after 1 February 2024. Smaller acquisitions over the previous three years can be counted together. Your lawyer can tell you how this applies to your purchase.

### How long do I have to object to a duty assessment?

Revenue NSW says an objection must be lodged no later than 60 days after the notice of assessment is served. If the objection is not allowed, an application for review by NCAT or the Supreme Court has to be made within 60 days of the date the notice of determination is issued. Those are Revenue NSW’s statements of the time limits. A lawyer should confirm the dates for your case.

Valuations that often sit beside this one

- [Valuations for buying a business in Sydney](https://businessvaluationssydney.com.au/services/buying-a-business-valuation/)
- [Share and unit valuations in Sydney](https://businessvaluationssydney.com.au/services/share-and-unit-valuation/)
- [Restructure and related-party transfer valuations in Sydney](https://businessvaluationssydney.com.au/services/restructure-and-related-party-valuation/)
- [Every valuation service](https://businessvaluationssydney.com.au/services/)

Where in Sydney

- [Sydney CBD](https://businessvaluationssydney.com.au/areas/sydney-cbd/)
- [North Sydney and the North Shore](https://businessvaluationssydney.com.au/areas/north-sydney-and-north-shore/)
- [Parramatta and Western Sydney](https://businessvaluationssydney.com.au/areas/parramatta-and-western-sydney/)
- [Eastern Suburbs](https://businessvaluationssydney.com.au/areas/eastern-suburbs/)
- [Inner West and South Sydney](https://businessvaluationssydney.com.au/areas/inner-west-and-south-sydney/)
- [Northern Beaches](https://businessvaluationssydney.com.au/areas/northern-beaches/)

## Where the rules on this page come from

This page describes the rules in general terms. It is not legal, tax or duty advice: your lawyer or accountant advises on how a rule applies to you.

- [Business purchases (transfer duty)](https://www.revenue.nsw.gov.au/taxes-duties-levies-royalties/transfer-duty/understanding-transfer-duty/business-purchases), Revenue NSW
- [Agreements for sale of business: overview](https://www.revenue.nsw.gov.au/property-professionals-resource-centre/edr/guides/sale-of-business/overview), Revenue NSW
- [Revenue Ruling DUT 033: consideration for duties transactions](https://www.revenue.nsw.gov.au/help-centre/resources-library/rulings/duties/dut033v2), Revenue NSW
- [Revenue Ruling DUT 012: evidence of value requirements and guidelines](https://www.revenue.nsw.gov.au/help-centre/resources-library/rulings/duties/dut012v4), Revenue NSW
- [Determining dutiable value](https://www.revenue.nsw.gov.au/property-professionals-resource-centre/guides-rulings-cpns/topics/contracts-for-sale-of-land-and-transfers/determining-dutiable-value), Revenue NSW
- [Corporate reconstructions and consolidations webinar: valuations](https://www.revenue.nsw.gov.au/property-professionals-resource-centre/guides-rulings-cpns/legislative-amendments/treasury-and-revenue-legislation-amendment-act-2023/corporate-reconstructions-and-consolidations-webinar), Revenue NSW
- [What is landholder duty](https://www.revenue.nsw.gov.au/taxes-duties-levies-royalties/transfer-duty/landholder-duty/what-is-landholder-duty), Revenue NSW
- [Evidence of value for landholder duty: valuation of property](https://www.revenue.nsw.gov.au/help-centre/resources-library/evidentiary/duties-act-evidentiary-requirements-section-162), Revenue NSW
- [What is transfer duty](https://www.revenue.nsw.gov.au/taxes-duties-levies-royalties/transfer-duty/understanding-transfer-duty/what-is-transfer-duty), Revenue NSW
- [Objections and reviews](https://www.revenue.nsw.gov.au/help-centre/resources-library/objections), Revenue NSW
- [Changes to the Taxation Administration Act 1996: objections](https://www.revenue.nsw.gov.au/property-professionals-resource-centre/guides-rulings-cpns/legislative-amendments/revenue-fines-and-other-legislation-amendment-act-2023-guide/changes-to-the-taxation-administration-act), Revenue NSW
- [State revenue reviews](https://ncat.nsw.gov.au/case-types/administrative-review-and-regulation/state-revenue.html), NSW Civil and Administrative Tribunal
- [Interest and penalty tax](https://www.revenue.nsw.gov.au/about/terms-and-conditions/interest-and-penalty-tax), Revenue NSW

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Page last reviewed on 15 November 2026. Business Valuations Sydney, 32 York Street, Sydney NSW 2000.

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