Collective Sales in Victoria: Why the 100% Unanimous Threshold Is About to Change

What this guide covers

Victoria currently requires 100% unanimous consent for a collective sale of a strata complex. This is the strictest threshold in Australia.
The Owners Corporations Act review panel has signalled this is likely to change, with NSW's 75% / 80% model the most plausible reference point.
What "collective sale" actually means and why developers are increasingly interested in 1970s and 1980s Melbourne blocks.
The signs of a quiet acquisition campaign and what an owner should and should not do when first approached.
Why the 75% threshold is not automatic loss of protection: the dissenting-owner safeguards in the NSW model and what Victoria's version is likely to look like.

This is the post that follows from the Victorian Owners Corporations Act review post. That earlier piece covered the broader reform package the expert panel handed to government in late 2025. This one covers a single reform area in detail, because the consequences for owners in older Melbourne blocks are larger than for any other change in the package.

The situation as at May 2026 is that Victoria operates a collective sale framework requiring 100 per cent unanimous consent. The expert panel's report has been with Consumer Affairs Victoria for several months. No exposure draft bill has been released. The most plausible reform direction, based on the panel's terms of reference, the NSW precedent, and the public submissions, is a reduction in the threshold to something close to 75 per cent, probably with safeguards for dissenting owners modelled on the NSW Strata Schemes Development Act 2015.

This post is partly a primer on how collective sales work, partly a strategic guide for owners and committees in older Melbourne buildings approached by developers in the period before legislation changes, and partly a forecast of how the Victorian regime is likely to look in 2027 or 2028.

Why this matters now

A few demographic and market facts that explain the developer interest.

Around one in three Victorians live in an owners corporation. The City of Melbourne local government area is closer to nine in ten. The strata stock is highly varied: a substantial portion is recent high-rise; a meaningful portion is older mid-rise or walk-up apartment blocks built in the 1960s, 70s and 80s; some is townhouse stock from the 80s and 90s.

The older mid-rise stock (three to five storey apartment buildings on small footprints in well-located inner suburbs) is increasingly attractive to developers for three reasons.

Site value. The land underneath an older block in a well-connected suburb is often worth significantly more than the building above it. The current market value of the lots, summed, is sometimes well below the value of the land if redeveloped at higher density.

Planning context. Victorian planning reforms have been progressively allowing higher density on transit corridors and in established inner suburbs. Sites that were not commercially redevelopable a decade ago now are.

Stock condition. Older blocks are reaching the point where major capital works are required (façade rectification, lift replacement, window upgrades, structural maintenance) and the cost of those works can approach or exceed the value of the units in some cases. This makes some owners receptive to redevelopment offers in a way they would not have been ten years ago.

The 100 per cent unanimous threshold has, until now, been the binding constraint. Developers can identify sites; they cannot complete the acquisition without every single owner agreeing. A single hold-out, for any reason, including no reason at all, kills the transaction.

The expectation that this constraint is about to change is what is driving the current pattern of approaches. Developers and their representatives are positioning for a regime in which they need 75 per cent rather than 100 per cent.

What "collective sale" actually means

A collective sale is the sale of an entire strata complex (every lot plus the common property) to a single buyer. The buyer typically intends to demolish the building and redevelop the site at higher density.

The mechanics are not the same as 30 individual lot sales happening at the same time. A collective sale is structurally a sale of the whole scheme, with proceeds distributed to lot owners according to their lot entitlements (or some agreed alternative formula).

Why this matters: the price the buyer pays is for the redevelopment potential of the site, not for the current market value of the existing units. The premium can be substantial. Two examples:

A 30-unit walk-up in a well-located inner suburb might have units valued at $500,000 each in the current market: total $15 million. The land's redevelopment value to a developer who can build 90 apartments on the same footprint might be $25 million. The collective sale price, in a successful transaction, would be somewhere between those two figures, probably with a 20 to 40 per cent premium to current market.
A 50-unit 1970s building with imminent capital works obligations might have units valued at $400,000 each: $20 million total. The land's redevelopment value might be $28 million. The collective sale figure would reflect both the redevelopment premium and the avoided capital works exposure.

The premium is the case for collective sale. It is also the case against, depending on whose perspective you adopt.

For owners who want to crystallise their equity, a collective sale at a 25 per cent premium is attractive. For owners who like where they live, value the community, or have specific reasons to stay (proximity to work, schools, family), the premium does not compensate for the displacement.

This is the tension the threshold question turns on. A 100 per cent threshold protects every owner who wants to stay. A 75 per cent threshold protects most but lets the majority overrule the minority where the redevelopment economics are sufficient.

The current Victorian position

Under the Owners Corporations Act 2006 (Vic) and the Subdivision Act 1988 (Vic), terminating a strata scheme to enable a collective sale requires unanimous resolution of the owners corporation. Every lot owner must agree.

In practice, this means:

A single dissenting owner blocks the sale.
Owners who oppose the sale need not justify their position. Veto is absolute.
The OC cannot apply to VCAT or any other body to override the dissent.
The framework provides no mechanism for valuing or compensating dissenting owners in the way some overseas jurisdictions do.

The 100 per cent threshold has historically been defended as protection for vulnerable owners: elderly residents who do not want to relocate, owner-occupiers without the financial capacity to find equivalent housing in the current market, owners with specific accessibility or community connection requirements that a cash payout cannot replace.

It has been criticised on the other side as economically inefficient, since a single owner can prevent a transaction that would benefit thirty others, with no requirement to demonstrate any reason for opposing.

Both criticisms are partially correct. The reform direction is to find a threshold and accompanying safeguards that retains protection for owners with genuine reasons to oppose while removing the absolute single-owner veto.

What NSW does

The NSW Strata Schemes Development Act 2015 introduced a collective sale framework with a 75 per cent threshold and a Land and Environment Court fairness check. The mechanics:

A strata renewal proposal is initiated, often by a developer working through a strata renewal committee.
Lot owners receive a written proposal with the sale price, the distribution formula, and supporting documentation.
If 75 per cent (by lot entitlement, not lot count) of owners approve in writing, the proposal proceeds to the Land and Environment Court for review.
The Court examines whether the proposal is just and equitable. This includes the price, the distribution methodology, the treatment of dissenting owners, the timing, and the quality of disclosure.
If approved, the sale completes. Dissenting owners receive their share of proceeds at the agreed distribution.

The 75 per cent threshold is not the end of the protection. The Land and Environment Court fairness check is the substantive protection for dissenting owners. The Court has refused proposals where the price was unfair, the distribution formula disadvantaged certain lots, or the disclosure was inadequate.

The NSW framework has been operating since 2016. The number of completed collective sales is small but growing. Each transaction takes 12 to 24 months from initial proposal to completion. The cost to dissenting owners (in legal fees, disruption, and time) is real but bounded.

What Victoria's regime is likely to look like

The expert panel was specifically asked to consider the NSW model. The panel's submissions ran in both directions, with developer-aligned submissions favouring a 75 per cent threshold and resident-aligned submissions favouring stronger protections than NSW provides.

The most plausible landing point, based on the public record:

A reduced primary threshold. Most likely 75 per cent, possibly with a higher threshold (80 per cent or more) for certain consequential decisions. The exact percentages and the breakdown by decision type are not yet public.

A judicial or tribunal fairness check. Either VCAT or the Supreme Court of Victoria, depending on how the legislation is structured. VCAT is the more accessible forum but has limited capacity for complex commercial transactions; the Supreme Court is the more rigorous forum but more expensive. The decision between them will affect access to the framework substantially.

Dissenting-owner protections. Likely to include a fairness test on price and distribution, a hardship provision for owners who cannot relocate at the agreed price, a process for valuing lots that have been substantially improved, and provisions for owners with specific occupancy needs (accessibility modifications, long tenure).

A strata renewal committee mechanism. Likely modelled on the NSW approach, where a small group of owners is appointed to negotiate with developers on behalf of the OC. The committee structure prevents individual lot owners being approached separately and pressured into early commitments.

Disclosure and conflict of interest provisions. Strict requirements that any owner with a relationship to the developer (former employee, family member, financial interest) discloses the relationship and abstains from certain decisions. This is the area where NSW law has been most actively developed since 2016.

What the regime will not do, on any plausible reading, is preserve the single-owner veto. The reform direction is from absolute veto to majority-with-safeguards. Owners who currently rely on the absolute veto need to plan for its removal.

What an owner should do if approached now

The 100 per cent threshold remains in force as at May 2026. An OC approached by a developer today still requires unanimous consent, and a single owner can block the transaction. This will continue to be true until legislation changes it, which is at least 12 months away on the most optimistic timeline and possibly 24 to 36 months.

That said, the pattern of approaches is changing. Developers and acquisition agents are positioning for a future regime. The signs of a quiet acquisition campaign include:

Multiple owners receiving similar approaches over a 6 to 12 month window.
Buyer's agents (rather than developers directly) approaching individual lot owners.
Lot purchases by entities with nominee structures, where the beneficial owner is unclear.
Pressure to sign confidentiality agreements that prevent discussion with neighbouring owners.
Indications that the buyer is "interested in the building" rather than a specific lot.

What an owner should not do when approached:

Do not sign anything. Including expressions of interest, options, indicative agreements, or confidentiality clauses. Any of these can constrain your future position. The first conversation should be informational only.

Do not agree to confidentiality from your fellow owners. A confidentiality clause that prevents you from discussing the approach with neighbouring owners isolates you. The whole point of a collective sale is that it is collective; an OC where each owner is in a private conversation with the developer is being managed strategically against its own interests.

Do not rely on a valuation provided by the buyer. A valuation commissioned by a party with an acquisition interest is structurally unreliable. Any valuation should be from a Certified Practising Valuer instructed independently by the OC or by the lot owner.

Do not agree to a sale price without understanding the redevelopment-uplift component. The current market value of your unit is not the relevant number. The relevant number is your share of the redevelopment value of the whole site, which is typically substantially higher.

What an owner should do:

Talk to neighbouring owners. A coordinated OC response is dramatically stronger than 30 individual responses. If multiple owners are receiving approaches, surface this at a committee meeting or convene one informally.

Request the OC engage a strata-specialist lawyer. Not a generalist conveyancer. A lawyer who has worked on collective sale or strata renewal transactions before. The cost of legal advice early is small relative to the consequences of an unrepresented OC negotiating with a developer's commercial team.

Document every approach. Date, person, what was offered, what was said. The OC's documentation of the acquisition campaign is evidence if any dispute arises later.

Wait. Time favours the owners, not the developer. A developer's economics depend on completing the acquisition within a finite window. An OC that takes six months to organise, get advice, and respond is forcing the developer to choose between abandoning the site or improving the offer.

How the OC should organise

Once an OC understands that a developer interest is genuine and the threshold reform is plausible, the committee should:

Convene an EGM. Surface the approach formally, document it, and let every owner hear the same information at the same time. This neutralises private pressure tactics.

Appoint a strata renewal subcommittee. Three or four owners with the time, skills, and trust of the OC to lead the engagement. This subcommittee, not the developer, should be the point of contact.

Engage independent advisers. A strata lawyer, a property valuer instructed by the OC, and (where the building has commercial complexity) a property advisor. The cost is split across all lots and is small relative to the transaction value.

Set a process. Define what the OC will do, in what order, with what decision points. Without this discipline, the developer's process drives the OC's decisions, which is suboptimal.

Communicate frequently with all owners. Every owner should receive the same information at the same time. The risk is information asymmetry, with some owners better informed than others and the developer using that asymmetry to its advantage.

Get the property valued by an independent valuer. Two valuations: the current market value of the units as they are, and the redevelopment value of the site to a developer at the highest reasonable density. The difference between them is the negotiation range.

Do not proceed without 75 per cent broad agreement, even though the law currently requires 100 per cent. A proposal without a clear majority is not worth pursuing under any threshold. Developer offers contingent on building support are common; OCs with patient majorities are well-positioned.

When the threshold drops

Assuming the reform lands at 75 per cent with a fairness check, what changes for an OC?

The negotiation dynamics. Under 100 per cent, every individual owner is a potential dealbreaker. The negotiation is therefore necessarily building-wide consensus, with the developer accommodating individual concerns to bring everyone across.

Under 75 per cent, the dynamic shifts. The developer needs broad support but not universal support. The negotiation focuses on the median owner, with the developer prepared to lose some dissenters if the rest approve. This produces faster transactions and lower premiums for dissenting owners specifically.

This is why dissenting-owner protections matter so much. Under 100 per cent, a dissenter can hold out for whatever price they require. Under 75 per cent, a dissenter relies on the fairness check to ensure they are not undercompensated. The quality of the fairness check is therefore the substantive protection.

The OCs that will fare best under the new regime are the ones that organise themselves before approaches arrive: the ones with a renewal committee structure, independent advisers identified, and a clear process for engaging with proposals. The OCs that will fare worst are the ones that wait to be approached, react individually, and find themselves negotiated against piece by piece.

Honest framing

This is a wealth-transfer reform.

For an owner in an older Melbourne block on a well-located site, the reform is positive. The collective sale option becomes accessible. The redevelopment premium becomes capturable. The maintenance burden of an ageing building can be exited cleanly.

For an owner in the same building who does not want to leave (who has accessibility modifications, long tenure, or community connections that cannot be replicated), the reform is negative. The protection that previously existed (an absolute veto) is reduced to a fairness check. The owner is more likely to be displaced.

The policy question is whether the gains to the majority outweigh the losses to the minority, and whether the fairness mechanisms adequately compensate the minority. The expert panel's view, on the available evidence, is that they can be made to do so.

The honest framing for an OC contemplating these dynamics is that some owners will benefit and some will lose. A good process makes the trade-off explicit, ensures that dissenting owners have access to fair treatment, and resists the urge to assume that majority approval automatically equates to a good outcome for everyone.

How UnitBuddy fits

UnitBuddy holds the OC's records, including the historical maintenance log, capital works plan, and financial position, all of which become directly relevant when a developer approaches and the committee needs to respond credibly. A committee that can produce a current 10-year capital works plan, a documented maintenance program, and a clear financial position is in a stronger negotiating position than one that cannot.

The platform also supports the documentation of a collective sale approach: minute the EGM, hold the strata renewal subcommittee's records, track adviser engagements, and preserve the independent valuations. Where these records become evidence in a fairness check before VCAT or the Supreme Court (under the eventual reform), the value of having them organised in advance is substantial.

This post will be updated when the Victorian exposure draft bill is released. Until then, the Victorian Owners Corporations Act review post covers the broader reform package and the collective sales explainer covers the underlying mechanics that apply across jurisdictions.

Further reading: How to Read a Strata Report Before You Buy covers what a buyer should look for, including signs of an active or potential collective sale campaign. The 10-Year Capital Works Plan covers why an OC's plan becomes a key piece of evidence in any collective sale negotiation. How to Benchmark Your Strata Levies covers the financial baseline a committee should establish before entering a transaction conversation of this scale.