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Change of Trustee Deed Template

A change of trustee deed formally records the retirement of an existing trustee and the appointment of a new trustee of an Australian trust. Our free template covers the vesting of trust assets, the outgoing trustee's discharge from liability, and the incoming trustee's assumption of obligations under state trustee legislation.

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DEED OF CHANGE OF TRUSTEE
Henderson Family Trust · Effective 1 June 2026
CHANGE DETAILS
TRUST NAMEHenderson Family Trust
GOVERNING STATEVictoria
ORIGINAL DEED DATE15 March 2015
EFFECTIVE DATE1 June 2026
REASON FOR CHANGEvoluntary retirement from the position of Trustee
OUTGOING TRUSTEEHenderson Trustee Pty Ltd
INCOMING TRUSTEEHFT Management Pty Ltd
INCOMING TRUSTEE ACN444 555 666
INCOMING TRUSTEE ABN44 455 566 677
OUTGOING TRUSTEE
Henderson Trustee Pty Ltd
8 Collins Street, Melbourne VIC 3000
INCOMING TRUSTEE (CORPORATE)
HFT Management Pty Ltd
8 Collins Street, Melbourne VIC 3000
Trust: Henderson Family Trust
Outgoing: Henderson Trustee Pty Ltd → Incoming: HFT Management Pty Ltd
THIS DEED OF CHANGE OF TRUSTEE is entered into on 1 June 2026 between Henderson Trustee Pty Ltd of 8 Collins Street, Melbourne VIC 3000 ("Outgoing Trustee") and HFT Management Pty Ltd of 8 Collins Street, Melbourne VIC 3000 ("Incoming Trustee"). The Trust was established by deed dated 15 March 2015 (the "Trust Deed") and is known as the "Henderson Family Trust" (the "Trust").
1.
RECITALS AND BACKGROUND
A. The Trust was established by the Trust Deed dated 15 March 2015. B. The Outgoing Trustee has been the Trustee of the Trust since that date. C. The Outgoing Trustee is retiring from the office of Trustee by reason of voluntary retirement from the position of Trustee with effect from the date of this Deed. D. The Incoming Trustee has agreed to accept appointment as Trustee and to be bound by the terms and conditions of the Trust Deed. E. This Deed is entered into pursuant to the power to appoint a new trustee contained in the Trust Deed and the Trustee Act of Victoria, and all applicable laws of the Commonwealth of Australia.
2.
RETIREMENT AND APPOINTMENT OF TRUSTEE
2.1 Retirement: The Outgoing Trustee hereby retires from the office of Trustee of the Trust with effect from the date of this Deed. The Outgoing Trustee acknowledges that, upon retirement, it ceases to have any authority to act on behalf of the Trust or deal with Trust assets except as necessary to complete the handover to the Incoming Trustee. 2.2 Appointment: The Incoming Trustee hereby accepts appointment as the sole Trustee of the Trust with effect from the date of this Deed. The Incoming Trustee undertakes to: (a) hold the Trust Fund on the trusts declared in the Trust Deed; (b) perform and observe all the duties and obligations of a trustee under the Trust Deed and applicable law; (c) act in the best interests of the beneficiaries at all times. The Incoming Trustee confirms that it has read and understood the Trust Deed and accepts all obligations arising thereunder.
3.
VESTING OF TRUST ASSETS
By this Deed, the Outgoing Trustee assigns, transfers, and vests all of its right, title, and interest in the Trust Fund in its capacity as Trustee to the Incoming Trustee, to be held upon and subject to the trusts and powers of the Trust Deed. The Outgoing Trustee shall: (a) execute all such instruments (including transfers, ASIC notifications, and land title documents) as may be necessary to effect the legal transfer of Trust assets into the name of the Incoming Trustee; (b) deliver to the Incoming Trustee all deeds, documents, minute books, investment records, financial statements, tax returns, and other records relating to the Trust; (c) notify all banks, financial institutions, brokers, and other relevant persons holding Trust assets of the change of trustee. The parties acknowledge that transfer of title to real property may require lodgement of a transfer of land (instrument of transfer) with the relevant state land titles office and may attract stamp duty.
4.
OBLIGATIONS OF OUTGOING TRUSTEE ON HANDOVER
The Outgoing Trustee undertakes to: (a) prepare and deliver a full accounting to the Incoming Trustee of all Trust assets and liabilities as at the date of this Deed; (b) disclose any known claims, litigation, or obligations affecting the Trust; (c) co-operate fully with the Incoming Trustee in effecting a smooth handover; (d) not, after the effective date, incur any further liabilities or obligations in respect of the Trust without the prior written consent of the Incoming Trustee. The Outgoing Trustee retains liability for any breach of trust or obligation arising prior to the date of this Deed. The Incoming Trustee is not liable for any act or omission of the Outgoing Trustee prior to the date of this Deed.
5.
RELEASE OF OUTGOING TRUSTEE
Subject to the Outgoing Trustee completing its obligations under clause 4, the Incoming Trustee shall: (a) execute a deed of release or acknowledgment in favour of the Outgoing Trustee releasing it from all future obligations and liabilities as Trustee; (b) indemnify the Outgoing Trustee against any future claims, liabilities, or losses arising from the Trust after the date of this Deed (except for matters arising from the Outgoing Trustee's prior acts or omissions). The release takes effect upon the Incoming Trustee being satisfied that the handover is complete and all Trust assets and records have been received.
6.
TRUST ASSETS AND STAMP DUTY
Asset Description: Investment portfolio (ASX-listed shares, approx. AUD 450,000); residential property at 12 Oak Street, Hawthorn VIC 3122 (title: Vol. 9876 Fol. 543); cash at Commonwealth Bank BSB 063-000. Real Property Transfer: The Trust Fund includes real property. The Outgoing Trustee must execute a formal instrument of transfer of land and lodge it with the land titles office in Victoria to effect legal title change in the Incoming Trustee's name. Stamp Duty in Victoria: The parties acknowledge that the transfer of Trust assets pursuant to this Deed may attract stamp duty in Victoria. Transfer of real property held by a trust typically attracts duty at the standard ad valorem rate, though exemptions or concessions may apply in some states for changes of trustee where no beneficial interest changes hands. The parties confirm: (a) stamp duty advice has been obtained and any applicable duty will be paid prior to lodgement of transfer instruments; (b) if a duty exemption applies (e.g. change of trustee without change of beneficial ownership), appropriate statutory declarations or forms required by the Victoria State Revenue Office will be lodged; (c) neither party will register any property transfer document without first confirming the duty treatment.
7.
APPOINTOR CONSENT
The Trust Deed provides for an Appointor with the power to appoint and remove the Trustee. The Appointor is Robert D. Henderson. The Appointor has consented in writing to the retirement of the Outgoing Trustee and the appointment of the Incoming Trustee as Trustee of the Trust. The Appointor confirms that the Incoming Trustee is a suitable person to act as Trustee and that this change is in the best interests of the beneficiaries. A copy of the Appointor's written consent is attached to and forms part of this Deed.
8.
POST-CHANGE NOTIFICATIONS AND COMPLIANCE
The parties acknowledge the following post-change notifications and compliance obligations: ATO Notification: The Incoming Trustee must update the Trust's ABN, TFN, and tax agent records with the ATO within 28 days of this Deed, using the ATO's Business Portal or through a registered tax agent. If the Trust is an SMSF, the ATO superannuation change of trustee form must be lodged. ASIC Notification: If the Incoming Trustee is a company, its role as trustee should be noted in its corporate governance records. If shares in the trustee company have changed hands, applicable ASIC Form 484 filings may be required. Bank and Financial Institution Notification: The Incoming Trustee must promptly notify all banks, brokers, fund managers, and other institutions holding Trust assets of the change, providing a certified copy of this Deed and any other documentation required to update account mandates and signatory authorities. The change of trustee deed should be retained with the original Trust Deed in a secure location accessible to the Incoming Trustee and all beneficiaries. A certified copy should be provided to the Trust's accountant and solicitor.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.
OUTGOING TRUSTEE
Henderson Trustee Pty Ltd
Date: ____________________
INCOMING TRUSTEE (DIRECTOR / AUTHORISED OFFICER)
HFT Management Pty Ltd
Date: ____________________

What Is a Change of Trustee Deed?

A change of trustee deed is the legal instrument by which an existing trustee retires from a trust and/or a new trustee is appointed to take their place. Under Australian trust law, a trustee cannot simply walk away from a trust — formal procedures prescribed by state trustee legislation and the trust deed itself must be followed to ensure the trust assets vest in the new trustee and the outgoing trustee is properly discharged.

Australian trustee changes most commonly arise in the following situations: (a) a trustee dies or becomes legally incapacitated; (b) a trustee wishes to retire for personal or commercial reasons; (c) the appointor or principal exercises their power under the trust deed to remove an existing trustee; (d) an individual trustee is replaced by a corporate trustee (or vice versa) as part of restructuring; or (e) an SMSF member leaves the fund and the trustee arrangements must change under section 17A of the SISA.

The deed must comply with the power to appoint and retire trustees under the trust deed and with applicable state legislation. In New South Wales, the Trustee Act 1925 (NSW) section 6 governs the appointment of new trustees. In Victoria, the Trustee Act 1958 (Vic) sections 41–42 apply. Similar provisions exist in Queensland (Trusts Act 1973 (Qld)), Western Australia (Trustees Act 1962 (WA)), and other Australian states and territories.

What's Covered in This Template

Our Australian change of trustee deed covers every provision required for a valid trustee change.

Trust Name and Details

Full name of the trust, trust deed date, and governing state.

Outgoing Trustee Particulars

Full legal name and address of the retiring or removed trustee.

Incoming Trustee Particulars

Full legal name and address of the newly appointed trustee.

Appointor / Principal Authority

Exercise of the appointor's power under the trust deed to appoint the incoming trustee.

Retirement and Discharge

Formal retirement of the outgoing trustee and their discharge from future trust obligations.

Vesting of Trust Assets

Transfer of legal title to all trust property from the outgoing to the incoming trustee.

Incoming Trustee Acceptance

Acknowledgement of the incoming trustee's appointment and assumption of all trustee obligations.

Continuation of Trust

Confirmation that the trust continues with the same terms and beneficiaries despite the trustee change.

SMSF Notifications

Reference to notifying the ATO and updating SMSF records where the trust is a superannuation fund.

Execution Block

Signature blocks for the outgoing trustee, incoming trustee, and appointor.

How to Create a Change of Trustee Deed

Follow these steps to prepare a valid Australian change of trustee deed.

  1. 1

    Identify the Trust and Parties

    Locate the original trust deed and identify the full legal names of all outgoing and incoming trustees.

  2. 2

    Check Trustee Change Powers

    Review the trust deed for the power of appointment and any conditions on trustee changes.

  3. 3

    Complete the Deed

    Enter trust details, trustee particulars, and the effective date of the change.

  4. 4

    Execute the Deed

    All parties sign. The outgoing trustee, incoming trustee, and appointor (if applicable) all execute. For a company trustee, two directors or a director and secretary must sign.

  5. 5

    Transfer Assets and Notify

    Transfer title to trust assets (land, bank accounts, shares) to the new trustee. Notify the ATO (for SMSFs), land registries, financial institutions, and ASIC as required.

Legal Considerations

Changing an Australian trustee has real property, tax, and regulatory implications that must be managed carefully.

This template is for informational purposes only and does not constitute legal advice. Trustee changes involving real property, SMSF notifications, or stamp duty considerations require advice from a qualified Australian solicitor.

Reviewed for Australian law

State Trustee Legislation

Each Australian state has statutory provisions governing the retirement and appointment of trustees. In New South Wales, section 6 of the Trustee Act 1925 (NSW) provides that a new trustee may be appointed by the person nominated in the trust deed, or where no such person exists, by the continuing trustees. Section 44 of the Trusts Act 1973 (Qld) and section 41 of the Trustee Act 1958 (Vic) contain equivalent provisions. Compliance with the applicable state legislation is required for the change to be legally effective.

Stamp Duty on Trustee Changes

Most Australian states and territories provide an exemption from stamp duty (transfer duty) for the transfer of trust assets from an outgoing to an incoming trustee, provided the beneficial interests remain unchanged. In New South Wales, the exemption is available under section 55 of the Duties Act 1997 (NSW). In Victoria, section 38 of the Duties Act 2000 (Vic) provides a corresponding exemption. The exemption must be claimed when lodging the change with the relevant land registry — failure to claim it may result in duty being assessed at market value.

SMSF Trustee Change — ATO Obligations

When an SMSF trustee changes, the trustees must notify the Australian Taxation Office within 28 days under section 106A of the SISA. If the fund has a corporate trustee, changes to company directors must be notified to ASIC within 28 days under section 205B of the Corporations Act 2001 (Cth). SMSF bank accounts, share registries, and land title registrations must be updated to reflect the new trustee. Failure to notify the ATO is a regulatory contravention attracting administrative penalties.

Retirement vs Removal

An Australian trustee may retire voluntarily (if permitted by the deed) or be removed by the appointor or principal under the deed. The distinction matters for the outgoing trustee's liability. A retiring trustee remains liable for breaches of trust that occurred during their period of office. The incoming trustee takes on the trust as it is and is not liable for past breaches unless they adopt them. A deed of indemnity from the incoming to outgoing trustee is often used to manage this risk in Australian commercial trust restructures.

Frequently Asked Questions

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