Administrative arrangement—duty exemption for pharmacy businesses complying with the Pharmacy Business Ownership Act

What this ruling is about

1. This public ruling sets out the terms of an administrative arrangement that enables the Commissioner to administer the Duties Act 2001 (Duties Act) to provide an exemption from transfer duty, landholder duty or corporate trustee duty for certain transactions or acquisitions that occur as part of an eligible pharmacy business complying with the ownership and interest requirements under the Pharmacy Business Ownership Act 2024 (2024 Act).
2. The administrative arrangement applies to eligible transactions and acquisitions where the liability for duty arises on or after 1 January 2025 and within the relevant period.¹
3. Under the Duties Act, transfer duty is imposed on the dutiable value of dutiable transactions, unless an exemption applies. Landholder duty is imposed under the Duties Act on a relevant acquisition in a corporation or listed unit trust that has land-holdings in Queensland with an unencumbered value of $2 million or more. The Duties Act also imposes corporate trustee duty on a relevant acquisition in an unlisted corporation that is a trustee of a discretionary trust and holds, or has an indirect interest in, dutiable property for that trust.
4. The 2024 Act repeals the Pharmacy Business Ownership Act 2001. Among other things, the 2024 Act clarifies the regulatory requirements relating to who may own or hold an interest in a pharmacy business, and the number of pharmacy businesses a person may hold an interest in.
5. Certain changes may need to be made to how an existing pharmacy business is structured or to the nature of a person’s interest in a pharmacy business (including to divest their interest) in order to comply with the ownership and interest requirements in the 2024 Act. These changes may give rise to transfer duty, landholder duty or corporate trustee duty liabilities under the Duties Act.
6. On 26 September 2024, the Deputy Premier, Treasurer and Minister for Trade and Investment approved an administrative arrangement to enable an exemption from transfer duty, landholder duty or corporate trustee duty to be provided for certain transactions or acquisitions that occur as part of an existing pharmacy business complying with the ownership and interest requirements under the 2024 Act.
7. On 19 October 2026, the Treasurer, Minister for Energy and Minister for Home Ownership approved changes to the administrative arrangement to clarify the operation of certain conditions, extend availability of the exemption to transfers and redistributions of interests in certain circumstances, and reflect amendments made to the 2024 Act.
8. This administrative arrangement, as detailed in this ruling, establishes the basis for the administration of the exemption under the Duties Act by the Commissioner or his delegates and sets out the eligibility conditions for the exemption. It also provides the Commissioner with a discretion to approve an exemption for transactions comprising a redistribution of interests, where it is undertaken to comply with the 2024 Act and the Commissioner is satisfied that the transactions comprising the redistribution meet the principles for relief under this administrative arrangement, despite not all of the eligibility conditions being met.

Ruling and explanation

Defined terms

9. The following definitions apply for the purpose of the administrative arrangement:
   1. 2001 Act means the Pharmacy Business Ownership Act 2001.
   2. 2024 Act means the Pharmacy Business Ownership Act 2024.
   3. An eligible pharmacy business is a pharmacy business being carried on under the 2001 Act immediately before commencement of the 2024 Act.
   4. An eligible transaction is a dutiable transaction² on which transfer duty is imposed under chapter 2 of the Duties Act or a relevant acquisition³ on which landholder duty or corporate trustee duty is imposed under chapter 3 of the Duties Act, for which all the conditions set out in paragraphs 12 to 22 of this administrative arrangement are satisfied.
   5. An interest includes an interest in a pharmacy business as an owner of the business (solely or jointly, such as in a partnership); as a shareholder of an owner of the business; and as a beneficiary of a trust, the trustee of which is an owner of the business or a shareholder of an owner of the business.⁴
   6. Interest, other than an ownership interest means an interest in a pharmacy business, other than as owner of the business (e.g. as a shareholder of a corporation that owns the business).
   7. Large group of eligible pharmacy businesses means a group of more than 10 eligible pharmacy businesses that were operated together, or owned in a group structure, immediately before commencement of the 2024 Act.
   8. Own and forms of this word (e.g. owned, owner, ownership level) refer to owning a pharmacy business at the direct interest level.
   9. Ownership and interest requirements means the requirements in the 2024 Act relating to who may own, or hold a material interest in, a pharmacy business and the limit on the number of pharmacy businesses a person may hold an interest in.⁵
   10. Pharmacy business property, of an eligible pharmacy business, is dutiable property that is used by the eligible pharmacy business to carry on its business of providing pharmacy services under the 2001 Act, that will be used by the pharmacy business to carry on its business of providing pharmacy services that include core pharmacy services under the 2024 Act.⁶
   11. Redistributions of interests mean a series of transactions involving the reallocation of interests in a large group of eligible pharmacy businesses, that are undertaken to comply with the ownership and interest requirements.
   12. The relevant period begins on 1 January 2025 and ends:
       1. on the day that is 1 year after the day the 2024 Act commenced—if the person who owns an eligible pharmacy business immediately before commencement of the 2024 Act is an eligible person⁷
       2. the day that is 2 years after the day the 2024 Act commenced—if paragraph (i) does not apply.
10. Note that the 2024 Act commenced in parts. For the purposes of the relevant period in paragraph 9(l) the 2024 Act commenced on 1 November 2025.⁸

Duty exemption

11. Transfer duty, landholder duty or corporate trustee duty is not imposed on transactions or acquisitions that are an eligible transaction where the liability for duty arises during the relevant period.

Conditions

12. To remove any doubt, a dutiable transaction or relevant acquisition (referred to collectively as ‘transaction’ in this section) must satisfy the purpose test and other conditions set out below to qualify for the duty exemption in paragraph 11 of this ruling.

Purpose test

13. The transaction must be predominantly for the purpose of complying with the ownership and interest requirements. Where a transaction has multiple purposes, the purpose test may still be satisfied provided the other purposes are only minor or incidental.
14. In determining whether this condition is satisfied:
    1. Where more than one transaction or other dealing not subject to duty is required for an eligible pharmacy business to come into compliance with the 2024 Act, transactions and dealings will be looked at collectively.
    2. Where only one transaction is required for an eligible pharmacy business to come into compliance with the 2024 Act but it is not possible to determine whether this condition is satisfied by looking at that transaction in isolation, related transactions and other dealings not subject to duty will be looked at collectively.

Other conditions

15. The transaction relates to the eligible pharmacy business or pharmacy business property of the eligible pharmacy business. To remove any doubt, a transaction does not relate to an eligible pharmacy business if it involves making structural changes to an entity that provides services to a pharmacy business.

Example 1—entity that provides services to a pharmacy business

16. Subject to paragraphs 17 and/or 18, a holder of an interest in the eligible pharmacy business immediately following the transaction must be the same as an interest holder in the pharmacy business immediately before commencement of the 2024 Act.
    1. If, prior to commencement of the 2024 Act, the eligible pharmacy business was owned (solely or jointly) by an individual, the individual must continue to hold an interest in the business immediately after the transaction.
    2. If, prior to commencement of the 2024 Act, the eligible pharmacy business was owned (solely or jointly) by a corporation, at least one shareholder must continue to hold an interest in the business immediately after the transaction. When considering if the shareholder continues to hold an interest in the business immediately after the transaction, it is possible to look through previous corporate shareholders and to beneficiaries if the shareholding is held on trust.

Example 2—same holder of an interest in an eligible pharmacy business—corporation

1. 3. If, prior to commencement of the 2024 Act, the eligible pharmacy business was owned (solely or jointly) by a trustee for a trust, at least one beneficiary of the trust—or shareholder of a corporate beneficiary of the trust—must continue to hold an interest in the business immediately after the transaction. When considering if the beneficiary of the trust or shareholder of a corporate beneficiary of the trust continues to hold an interest in the business immediately after the transaction, it is possible to look through to the previous beneficiaries, including to shareholders of any corporate beneficiaries of the trust.

Note—For a trust that is a discretionary trust, this condition may be satisfied where there is a change to the taker in default under a discretionary trust, provided another beneficiary of the trust, or a shareholder of a corporate beneficiary of the trust, continues to hold an interest in the business immediately after the transaction. This would include looking through to the previous beneficiaries, including to shareholders of any corporate beneficiaries of the trust.

Example 3—same holder of an interest in an eligible pharmacy business—fixed trust

1. 4. If, prior to commencement of the 2024 Act, the eligible pharmacy business was owned in a partnership, the relevant factor in paragraph 16(a)–(c) would apply, based on the nature of the partner before commencement of the 2024 Act.

Example 4—same holder of an interest in an eligible pharmacy business—partnership

1. 5. If a partner leaves the partnership as part of complying with the requirements of the 2024 Act, a holder of an interest in the business would be considered to be the same if the departing partner’s interest was acquired by another existing partner.⁹

Example 5—same holder of an interest in an eligible pharmacy business—departing partner

17. An interest in the eligible pharmacy business may be transferred to a corporation or individual who did not hold an interest in the pharmacy business immediately before commencement of the 2024 Act (new holder), provided all the following apply:
    1. It is necessary for the holder of an interest in the pharmacy business immediately before commencement of the 2024 Act to dispose of some or all of their interest (exiting holder’s interest) to comply with the ownership and interest requirements.
    2. The exiting holder’s interest cannot be acquired (e.g. due to ownership and interest requirements, or considerations relating to financial capacity) by any of the other persons who were holders of interests in the pharmacy business immediately before commencement of the 2024 Act (continuing holders).
    3. The interest in the pharmacy business acquired by the new holder is equal to or less than the exiting holder’s interest.
    4. The total interests in the pharmacy business acquired by all new holders does not result in a decrease in the interests held by the continuing holders immediately before commencement of the 2024 Act.
18. Also, an interest in the eligible pharmacy business may be transferred to a corporation or trustee of a trust that did not hold an interest in the pharmacy business immediately before commencement of the 2024 Act (new owner), provided the following apply.
    1. The pharmacy business was owned by a corporation or trustee of a trust (original owner) immediately before commencement of the 2024 Act.
    2. It is necessary for one or more holders of an interest, other than an ownership interest, in the pharmacy business, to dispose of, or restructure, their interest (exiting holder) to comply with the ownership and interest requirements.
    3. Where disposal of an interest is required – the exiting holder’s interest is agreed to be acquired by a person who was the holder of an interest in the pharmacy business immediately before commencement of the 2024 Act (continuing holder).
    4. Rather than the continuing holder being the person to acquire the disposed and/or restructured interest, the interest(s) is acquired by the new owner in one of the following circumstances:
       1. If the new owner is a corporation—a director and shareholder of the new owner is an individual who held an interest in the pharmacy business immediately before commencement of the 2024 Act, provided the proportion and value of the individual’s interest in the business as a shareholder is not less than the interest they had immediately before the transfer to the new holder.
       2. If the new owner is a trustee of a trust—a beneficiary of the trust of which the new owner is trustee is an individual who held an interest in the pharmacy business immediately before commencement of the 2024 Act, provided the proportion and value of the individual’s interest in the business as a beneficiary is not less than the interest they had immediately before the transfer to the new holder.
19. Following the transaction, the eligible pharmacy business must continue to be owned in the same structure (e.g. sole trader, company, trust, partnership) as before commencement of the 2024 Act, except in the following circumstances:
    1. If owned by a corporation or by a trustee of a trust—the corporation or trustee restructures to own the pharmacy business directly as an individual (including where the ownership is as a partner of a partnership), provided at least one of the owners of the business following the transaction was a shareholder or beneficiary before the commencement of the 2024 Act.
    2. If owned in a unit trust structure that has a trustee of a discretionary trust as beneficiary—the trustee of the unit trust restructures to own the pharmacy business in a different structure (including restructuring to a corporation or partnership), provided at least one of the interest holders in the business following the transaction was a beneficiary of the discretionary trust or shareholder of a corporate beneficiary of the trust before the commencement of the 2024 Act. This would include looking through previous beneficiaries, including shareholders of corporate beneficiaries.

Example 6—exception to requirement that eligible pharmacy business must continue to be held in the same structure—unit trust

1. 3. If owned by a trustee of a trust (trustee owner), where a beneficiary of the trust (or a series of trusts) is a corporation or trustee of another trust—the trustee owner restructures so that the pharmacy business is owned by at least one of the persons who were beneficiaries prior to commencement of the 2024 Act, including where the ownership is as a partner of a partnership.
   4. Where a partner leaves the partnership:
      1. if there is only a sole partner remaining—the partner owns the eligible pharmacy business directly
      2. if that partner is an individual—the partner restructures to own the pharmacy business in a corporation or as trustee, provided the partner is a shareholder or beneficiary. This would include if the partner acquires the departing partner’s interest and then restructures or if the partner uses a corporation or trust to acquire the departing partner’s interest and their own interest

Example 7—exception to requirement that eligible pharmacy business must continue to be held in the same structure—partnership

Note—Because condition 19 operates at the ownership level, it would not restrict changes to collapse existing corporate shareholders or beneficiaries of a trust or changes to the taker in default under a discretionary trust.

Example 8—eligible pharmacy business owned by a corporation or by a trustee of a trust, which has corporate shareholders or corporate beneficiaries, necessitating removal of any corporate layers so shareholders and beneficiaries are individuals

20. The exceptions provided for in paragraphs 17, 18 and 19 apply cumulatively, as needed, and in addition to any relevant exemptions in the Duties Act (e.g. section 117 of the Duties Act for changes of trustees).
21. Following the transaction, the eligible pharmacy business is owned (solely or jointly) by a person who is an ‘eligible person’¹⁰ as defined under the 2024 Act.¹¹
22. The Commissioner is satisfied the transaction is not part of an arrangement to avoid the imposition of duty.

Commissioner’s discretion to approve an exemption for transactions comprising redistributions of interests in a large group of eligible pharmacy businesses

23. For transactions involving redistributions of interests, the Commissioner may approve an exemption from transfer duty, landholder duty or corporate trustee duty for the transactions comprising the redistribution if the Commissioner is satisfied:
    1. The transactions satisfy the conditions in paragraphs 13 (when looked at collectively), 14, 15 and 18 (where applicable), 21 and 22.
    2. The redistribution cannot be undertaken in a way that would satisfy the conditions in paragraphs 16, 17 or 19.
    3. The redistribution otherwise satisfies the principles for an exemption from duty, including:
       1. the redistribution does not involve a transfer of an entire pharmacy business to a person who did not hold an interest in the large group of pharmacy businesses immediately before commencement of the 2024 Act
       2. the redistribution involves reallocating interests in the large group of pharmacy businesses to substantially the same persons who held interests in some or all of those businesses (owners) immediately before the 2024 Act
       3. all transactions and changes comprising the redistribution constitute the essential and necessary changes for complying with the ownership and interest requirements
       4. the nature, proportion and value of owners’ interests in the businesses following the redistribution reflect, as closely as possible, the interests they had prior to the redistribution, subject to the changes required under (iii) above.

Application for exemption

24. An application for exemption must be made to the Commissioner by completing and lodging a dutiable transaction statement (Form D2.2). Applications should be sent by email to duties@treasury.qld.gov.au and supported by the information required by the Commissioner
25. For transactions involving redistributions of interests, applications must also be supported by a submission including the following information:
    1. identification of all of the transactions and changes undertaken to carry out the redistribution
    2. why the redistribution does not satisfy the conditions in paragraphs 16, 17 or 19
    3. the issues precluding the redistribution from being undertaken in a way that would satisfy the conditions in paragraphs 16, 17 or 19
    4. how the redistribution satisfies the principles for exemption from duty.

Date of effect

26. This public ruling takes effect from the date of issue.

 

Simon McKee
Commissioner of State Revenue
Date of issue: 20 October 2026

References

Public Ruling	Issued	Dates of effect
		From	To
DA000.19.3	20 October 2026	20 October 2026	Current
DA000.19.2	12 January 2026	12 January 2026	19 October 2026
DA000.19.1	24 October 2024	1 January 2025	11 January 2026

Footnotes

1. See paragraph 9(l) for ‘relevant period’.
2. Section 9 of the Duties Act
3. Section 158 of the Duties Act for landholder duty; section 207 of the Duties Act for corporate trustee duty
4. This includes looking through corporate shareholders and beneficiaries of trusts, including to shareholders of any corporate beneficiaries of a trust.
5. See part 3, division 1 of the 2024 Act.
6. ‘Core pharmacy service’ is defined in section 8 of the 2024 Act.
7. Sections 10 and 215 of the 2024 Act
8. Proclamation No.3—Pharmacy Business Ownership Act 2024 (commencing remaining provisions) 2025 (Qld) SL No. 130
9. See paragraph 19(d) of the administrative arrangement for how paragraph 16(e) is satisfied in particular circumstances where a partner leaves the partnership and only a sole partner remains.
10. Section 10 of the 2024 Act
11. In determining whether this condition is satisfied, the Commissioner will undertake a factual assessment of the nature of the owners, not an assessment of compliance with the 2024 Act. Ensuring compliance with the 2024 Act is the responsibility of the Queensland Pharmacy Business Ownership Council.