The Treasury and Revenue Legislation Amendment Act 2023 (NSW) introduced several key changes to how duty is applied to various transactions in NSW. This amending Act was introduced as part of NSW’s 2023-24 budget.

We have outlined the changes which are particularly significant for charity and not-for-profit organisations. Understanding these changes is crucial for organisations in order to manage the duty implications which may affect their commercial or corporate transactions.


Nominal transfer duty
Nominal duty is currently charged in respect of various transactions throughout the Duties Act 1997 (NSW). From 1 February 2024, nominal duty was increased from $10 to $20.

An example of where such nominal duty may be charged is in respect to a transfer of dutiable property where there has been a change in trustees.

Corporate reconstruction relief
Corporate reconstructions involve an eligible transaction between members of the same corporate group, for the purpose of either:

  1. changing the structure of the corporate group; and/or
  2. changing the holding of assets within the corporate group, for example, a transfer of dutiable property between its members.

In NSW, there has traditionally been a transfer duty exemption available for eligible corporate reconstruction transactions. However, effective 1 February 2024, there is no longer a full duty exemption available for eligible corporate reconstruction transactions. The full exemption from duty has been replaced with a concession of 10% of the duty that would otherwise be payable (effectively a change from full exemption to a 90% exemption).

Duty exemptions for corporate reconstruction transactions may be useful for charities to consider in respect to their corporate transactions, particularly where organisations cannot always rely on charity exemptions.


There is potential that the above changes to tax exemptions and concessions may be somewhat onerous to charities. Despite these changes, some charities may be eligible for full or partial duty exemptions, depending on what their charitable purpose is and what the transaction involves. It is important to note that not all charities will be eligible for such exemptions and concessions in NSW.

Issues relating to transfer duty should be carefully considered and resolved before transactions are entered into, to avoid any unpleasant surprises if it turns out duty is required to be paid. We recommend that legal advice be obtained by any charitable organisation seeking to rely on a duty exemption in NSW.