Forever Grateful Holdings Pty Ltd v Commissioner of State Revenue [2026] NSWSC 761
Executive Summary
The NSW Supreme Court overturned a punitive transfer duty assessment of $93,055 plus a foreign trust purchaser duty surcharge of $160,000 imposed by Revenue NSW on a change of trustee transaction. The Court held that the replacement of individual trustees with a corporate trustee for nil consideration qualified for $100 nominal duty under the Duties Act 1997 (NSW).
Statutory Provisions & Authorities
Core Judicial Findings & Ratio Decidendi
- A change of trustee executed for nil consideration is eligible for concession to nominal duty ($100) where the statutory criteria under s 54 are satisfied.
- Revenue NSW erred in assessing ad valorem transfer duty and foreign surcharge duty against the new corporate trustee.
Transferring real property between retiring and incoming trustees is a routine commercial transaction, but Revenue NSW routinely audits these for continuing beneficiary rights and foreign trust surcharge triggers.
Properly drafted Deeds of Appointment and Retirement of Trustee must contain precise statutory recitals confirming nil consideration and compliance with section 54 of the Duties Act 1997 (NSW).
Change of Trustee for Nil Consideration = $100 Nominal Duty under Duties Act 1997 (NSW) s 54Actionable Implications for Solicitors, Accountants & Advisers
- •Always obtain specialist legal review prior to lodging change of trustee deeds with Revenue NSW or the land registry.
- •Ensure the trust deed contains explicit foreign beneficiary exclusion clauses to prevent catastrophic 8% foreign duty surcharge assessments.
Change of Corporate Trustee Suite
Order solicitor-prepared documents aligned with this precedent.
https://www.tlegal.com.au/precedents/forever-grateful-change-of-trustee-nominal-duty-nsw