Private ruling: GST - sale of a going concern
Date of advice: 21 August 2025
Published: 27 October 2025
Ruling period: DDMMYYYY to DDMMYYYY
Date scheme commenced: DDMMYYYY

Ruling: Q1: Will you, the taxpayer, be making a GST-free supply of a going concern pursuant to section 38-325 of the A New Tax System (Goods and Services Tax) Act 1999 (GST Act) when you sell the property situated at address (the Property)? | A1: Yes. Your sale of the Property will be a GST-free supply of a going concern pursuant to section 38-325 of the GST Act. This is because the Commissioner considers the supply will satisfy all the requirements specified under the section.

Relevant facts and circumstances: You, the taxpayer, are registered for GST effective from DDMMYYYY. On DDMMYYYY, you purchased a vacant block of land situated at address (the Property) for $amount. The Property consisted of number parcels of land with a combined total area of area size. The property identifiers of the land (the Land) include the following: • Certificate of Title Reference • Lot number(s) • Plan number(s) Number lots of land are vacant land, and there are no improvements or fixtures on number lots of land. On DDMMYYYY, you entered into a 'Contract of Sale of Real Estate' (the Sale Contract) with Entity A (the Named Purchaser) for the sale of the Property. The Sale Contract specifies the Property will be sold as a going concern for the price of $amount. Special Condition number to the Sale Contract provides details regarding nomination. On DDMMYYYY, you entered into a Deed of Variation for the Sale Contract (the Deed of Variation) with the Named Purchaser. On DDMMYYYY, you entered into a Lease of Real Estate for commercial property (the Lease Agreement) with Entity B (the Lessee) for the lease of the Property, with the lease commencing on DDMMYYYY. From the time you purchased the Property to the time of commencement of the lease arrangement, the Property was vacant land and you have leased the Property to the Lessee as vacant land. Item number of the Schedule to the Lease Agreement provides that the rent payable on the lease is $amount per annum, plus GST. Item number of the Schedule to the Lease Agreement provides that the term of the lease is number year commencing on DDMMYYYY plus a number year option. Item number of the Schedule to the Lease Agreement provides that the rent is to be paid in equal monthly instalments. You provided the tax invoices that you issued to the Lessee on a monthly basis for the lease and the amount payable every month is $amount, including GST. The monthly rent will be reported on your business activity statements. On DDMMYYYY, a nomination form was signed where the Named Purchaser nominated Entity B (the Nominee) as substitute purchaser to take a transfer or conveyance of the Property in lieu of the Named Purchaser. On DDMMYYYY, a Deed Regarding Nomination (the Nomination Deed) was executed by the Nominee. The settlement date of the sale of the Property will be DDMMYYYY. The Property will be sold subject to the existing lease. The Named Purchaser is registered for GST. The Nominee is also registered for GST.

Relevant legislative provisions: A New Tax System (Goods and Services Tax) Act 1999 section 9-5 | A New Tax System (Goods and Services Tax) Act 1999 section 9-20 | A New Tax System (Goods and Services Tax) Act 1999 section 9-40 | A New Tax System (Goods and Services Tax) Act 1999 section 38-325