Transfer of land – Incorporated associations and amalgamations of incorporated associations
Ruling number: draft-DA-020v2
Comments on this draft revenue ruling are welcomed at PublicRulings@sro.vic.gov.au by 5.00pm AEST, 24 June 2026 . We will consider all comments submitted by the closing date. We do not accept late comments.
Ruling history
| Ruling number | draft-DA-020v2 |
|---|---|
| Status | Draft |
| Issue date | TBC |
| Replaces | DA-020 |
| Issued by | Commissioner of State Revenue |
This ruling replaces DA-020 to refer to the Association Incorporation Reform Act 2012 which replaced the Association Incorporation Act 1981 and improve readability.
Preamble
1. Section 7(1) of the Duties Act 2000 (the Act) charges duty on the transfer of dutiable property as well as certain transactions including a vesting of land in Victoria by, or expressly authorised by, statute law of this or another jurisdiction, whether in or outside Australia – section 7(1)(b)(iib).
2. Under section 7A(1) of the Act, land in Victoria is vested under statute law if that law vests the land in an entity that the law states is the successor in law of, continuation of or same entity as, the entity in which the land was previously vested. Unless an exemption applies, duty is chargeable under section 8(1) of the Act on a dutiable transaction referred to in section 7(1)(b) as if it were a transfer of dutiable property.
3. The purpose of this ruling is to clarify the duty treatment of a vesting of land arising from an incorporation of an association or an amalgamation of 2 or more incorporated associations under sections 9 and 21 of the Association Incorporation Reform Act 2012 (AIR Act). This ruling is provided as a guide only and is not exhaustive. If your circumstances are not covered in this ruling, please consider applying for a private ruling in accordance with Revenue Ruling GEN-009v3 – General Information on Private Rulings.
Ruling
4. Upon the registration of an association as an incorporated association, property held by a person on trust (or otherwise for or on behalf of the association or for any of its purposes), vests in the incorporated association under section 9 of the AIR Act. On the registration of an amalgamation of 2 or more incorporated associations, property of each constituent association vests in the amalgamated association under section 21 of the AIR Act.
5. The vesting of land under either of the above provisions amounts to a vesting of land by statute law within the meaning of sections 7(1)(b)(iib) and 7A(1) of the Act. Consequently, duty is chargeable under section 8(1) of the Act as if the vesting were a transfer of dutiable property. The Act does not have a specific exemption for such transactions.
6. However, section 218 of the AIR Act states that an instrument for the conveyance/transfer of land or any estate or interest to give effect to the vesting of land in an incorporated association under section 9 or 21 of the AIR Act is exempt from duty. Accordingly, if the Commissioner of State Revenue is satisfied that the vesting of land is to give effect to the incorporation of an association under section 9 or an amalgamation of 2 or more incorporated associations under section 21 of the AIR Act, the transaction would be exempt from duty
7. The term association is defined in section 3 of the AIR Act to mean an association, society, club, institution or body formed or carried on for any lawful purpose and has at least 5 members.
8. To receive the duty exemption, there must be sufficient documentation to demonstrate that the transferor(s) held the land or any estate or interest in the land on behalf of the association prior to its incorporation. In the case of an amalgamation of 2 or more incorporated associations, documentary evidence is required to establish that at least one of the incorporated associations held the land or any estate or interest in the land prior to the amalgamation.
Example 1 – Incorporation
A group of 10 friends, all keen on tennis, began playing tennis together regularly. Over time, their numbers grew and they organised themselves into an association. One member, Mr Apple, held a large parcel of land, Purple Acre, for the benefit of the group. Purple Acre, which features 5 grass tennis courts, became a hub for their tennis matches. As the association developed, members expressed a desire to enhance the facilities by adding fully equipped change rooms and a reception hall to support a broader range of social/recreational activities. To achieve these goals, the association needed to enter into contracts and secure insurance. On 1 July 2025, the group officially became Purple Acre Tennis Club by registering as an incorporated association under the AIR Act.
As a result of the incorporation, the land (Purple Acre) vests in the incorporated association, Purple Acre Tennis Club, under section 9 of the AIR Act. This amounts to vesting of land by statute law within the meaning of section 7(1)(b)(iib) and s7A(1) of the Act. Under section 8(1) of the Act, duty is chargeable on the vesting of the property as if it were a transfer of dutiable property. However, duty is exempt by virtue of section 218 of the AIR Act.
Example 2 – Amalgamation
For several years, Blue Clay Target Association (Blue) had been holding clay target events on land owned by Yellow Acre Golf Club (Yellow Acre), for an agreed fee paid for each event. Both Blue and Yellow Acre were incorporated associations.
On 29 August 2025, both associations passed special resolutions approving their amalgamation. Soon after, the respective secretaries of Blue and Yellow Acre applied for incorporation as an amalgamated association under section 18 of the AIR Act. Subsequently, BYA Amalgamated Club was registered as a single incorporated association under section 19 of the AIR Act.
As a result of the amalgamation, the land owned by Yellow Acre vests in BYA Amalgamated Club under section 21 of the AIR Act. This constitutes vesting of land by statute law within the meaning of section 7(1)(b)(iib) and s7A(1) of the Act. According to section 8(1) of the Act, duty is chargeable on such vesting as if it were a transfer of dutiable property. However, section 218 of the AIR Act provides an exemption from duty under these circumstances.
Disclaimer
Rulings do not have the force of law. Each decision made by the State Revenue Office is made on the merits of each individual case having regard to any relevant ruling. All rulings must be read subject to Revenue Ruling GEN-001.
This is a draft ruling only, and is not available for publication, nor may it be relied upon by taxation officers, taxpayers or practitioners.