In short
In a company title building, a company owns the land and the building. A buyer acquires shares in that company plus a right to occupy a particular apartment. The right to occupy comes from the company's constitution and the share documents, not from a folio of the register, so those documents matter more than the title search.
Duty is still payable. The Duties Act 1997 (NSW) treats a right to occupy conferred by ownership of shares as a land use entitlement, which is dutiable property under section 11. Transfer duty applies, First Home Buyers Assistance can apply, and the Act deals separately with duty if the building later converts to strata.
What do I actually own?
A company title purchase transfers shares, and those shares carry a right to occupy a defined apartment. The right comes from the company's own documents, which are not standard. Depending on the age of the building it may sit in the constitution, in older articles of association, in building rules, in a separate occupancy agreement, or across several of them.
Before exchange you need to know which company owns the land, the class and number of shares being transferred, which part of the building they attach to, whether parking, storage or courtyard rights come with them, and whether the occupation right is exclusive or conditional. A title search confirms the company owns the land. It does not tell you what you are getting.
How is this different from strata?
In a strata scheme you own a lot on the register, and the Strata Schemes Management Act 2015 (NSW) supplies a detailed framework for by-laws, levies, repairs, records and disputes, with NSW Fair Trading and the Tribunal playing a role.
Company title has no equivalent statute. The building runs on the Corporations Act 2001 (Cth) and the company's own constitution, so many protections a strata buyer takes for granted are contractual rather than statutory here, and they vary from building to building.
Do I pay stamp duty on a company title purchase?
Yes. Section 11 of the Duties Act 1997 (NSW) includes a land use entitlement in the list of dutiable property. A land use entitlement is an entitlement to occupy land in New South Wales arising from ownership of shares in a company or units in a unit trust, which is exactly what company title creates.
So transfer duty is assessed on the dutiable value of the entitlement, in the same way as a transfer of land, rather than being ignored because the transaction happens to be a share transfer. A valuation may be required.
First Home Buyers Assistance can apply. Section 64 of the Act, which deals with later conversion of title, expressly contemplates cases where no duty was chargeable on the acquisition of a land use entitlement because of the first home buyer provisions.
Foreign buyers should get the surcharge position confirmed, as the Act contains a separate Part dealing with the acquisition by a foreign person of a residential land use entitlement. Duty should be confirmed with Revenue NSW for the specific transaction before exchange.
What does the company constitution control?
The constitution, older articles or building rules are the operating manual. They commonly deal with who may own shares, who may occupy, how transfers are approved, what contributions are payable, whether renovations need approval, whether the apartment can be leased or used for short stays, and what happens if a shareholder breaches the rules.
The drafting is often old. Provisions written decades ago can restrict leasing, limit who may occupy, or give the board a wide discretion in terms that would not survive in a modern strata by-law, and they are not necessarily unenforceable. If you intend to lease the apartment, renovate it, keep a pet or rely on a particular car space, have the documents read against that intention before signing.
Can the board block my purchase?
Many company title buildings require board or company approval before a share transfer is registered. Some also control who may occupy the apartment and on what terms it may be let. That is not unusual. What matters is the process: what information you must supply, when approval must be sought, whether it can be refused or made conditional, what fees apply, and how the contract handles the risk that approval does not arrive before settlement.
If approval is refused, the forum is not the one most buyers expect. Section 34A of the Local Court Act 2007 (NSW) gives the Local Court jurisdiction over company title home unit disputes, covering matters such as common property, use of premises, behaviour, levies, and a refusal to allow a shareholder to grant a lease or licence. That jurisdiction expressly excludes disputes about the sale, transfer or other disposition of shares, and excludes superior court matters under the Corporations Act 2001 (Cth).
A dispute about a refused share transfer therefore sits outside the cheaper forum, and is generally run in the Supreme Court, often as an oppression claim under Part 2F.1 of the Corporations Act 2001 (Cth). That cost difference is the reason to deal with approval as a contractual condition before exchange rather than as a dispute afterwards.
What about finance, leasing and renovations?
Finance is the constraint most buyers meet first. A lender takes security over shares rather than a registered mortgage over a Torrens lot, and lending policies differ accordingly. Confirm finance
for the specific building and structure well before exchange and make sure any finance condition in the contract matches what the lender has actually approved.
Leasing and renovation rights come from the company documents, not from strata law. Assumptions carried over from strata experience are the usual source of trouble.
Can the building convert to strata?
Some do. Conversion means registering a strata plan over the land under the Strata Schemes Development Act 2015 (NSW), which is a company decision requiring shareholder support, not something an individual buyer can drive.
Section 64 of the Duties Act 1997 (NSW) covers the conversion of a land use entitlement to a different form of title. Where the shareholder takes an interest in the new lot in substitution for the entitlement and duty was paid on the original acquisition, the section addresses that conversion rather than charging duty a second time on the same value. Sellers sometimes raise conversion as a prospect that will lift value. Treat it as a possibility, not a plan.
Which documents will answer these questions?
For the entitlement: the constitution or articles, building rules, the share certificate and transfer documents, any occupancy agreement, and the share register extract.
For approval: the transfer approval procedure, forms and fees, and recent board decisions on transfers and leasing.
For cost: contribution notices, financial statements and budgets, insurance details, records of major works, and evidence of unpaid amounts attaching to the shares.
For risk: board and general meeting minutes, and records of disputes affecting the building.
For the transaction: the contract and what it obliges the seller to produce, the duty position, and finance approval for this structure.
The standard vendor disclosure regime is built around land and strata documents. The company records that determine what you are actually getting are produced because the contract requires them, or because you ask. That makes the contract, and your own enquiries, the main protection.
Our buying a property page covers the general purchase process.
If you are considering a company title apartment, contact Biz Lawyers & Advisory or call 1800 893 836 before you exchange or pay a deposit.
This article provides general information only. It is not legal, finance, tax, valuation, building or investment advice.
Primary sources
Law and guidance checked 20 August 2026.
