ALH Group Property Holdings Pty Limited v Chief Commissioner of State Revenue

The High Court of Australia considered an appeal by ALH Group Property Holdings Pty Limited (ALH) against a decision of the Chief Commissioner of State Revenue (the Commissioner). The dispute concerned the application of stamp duty to a transaction involving the transfer of shares in a company that held a significant property portfolio. ALH argued that the transaction was not subject to stamp duty as it did not constitute a dutiable transaction under the relevant legislation.

The central legal issue before the High Court was whether the transfer of shares in ALH, which owned land, constituted a dutiable transaction under the *Duties Act 1997* (NSW). Specifically, the court had to determine if the transaction fell within the definition of a "dutiable transaction" as it related to the acquisition of an "interest in land" or an "entity" that was an "owner of dutiable property".

The High Court reasoned that the *Duties Act 1997* (NSW) was intended to capture transactions that effectively transferred beneficial ownership of land, even if the legal mechanism involved the transfer of shares in a company holding that land. The court applied the principle that the substance of a transaction, rather than its form, should be considered for the purposes of stamp duty. It found that the transfer of shares in ALH resulted in a change in the beneficial ownership of the land held by the company, thereby constituting a dutiable transaction. The court affirmed the Commissioner's assessment of stamp duty.