Com of Stamps v Telegraph Investment Co Pty Ltd

The Commissioner of Stamps (the Commissioner) appealed to the High Court of Australia against a decision of the Supreme Court of Victoria concerning the assessment of stamp duty on a transfer of shares. The dispute arose from the Commissioner's assessment of stamp duty on a transfer of shares from Telegraph Investment Co Pty Ltd (the Company) to a nominee of the Company, which the Commissioner argued was a dutiable transaction. The Company contended that the transfer was not dutiable as it was merely an internal rearrangement of assets and did not involve a change in beneficial ownership.

The High Court was required to determine whether the transfer of shares from the Company to its nominee constituted a dutiable transaction under the relevant provisions of the *Stamps Act 1958* (Vic). Specifically, the Court had to consider whether the transaction fell within the definition of a "conveyance" or "transfer" of property, and whether it was subject to stamp duty despite the absence of a change in the ultimate beneficial interest in the shares.

The Court held that the transfer of shares was indeed a dutiable transaction. Brennan, Deane and Dawson JJ reasoned that the *Stamps Act* imposed duty on the instrument of transfer itself, irrespective of the underlying commercial reality or the beneficial ownership of the shares. The Act defined a "conveyance" broadly to include any instrument by which any property was transferred, and a transfer of shares, being a form of property, fell within this definition. The Court rejected the argument that the transaction was merely an internal rearrangement, emphasizing that the legal title to the shares had been transferred, and this legal transfer was the event that attracted stamp duty.

Consequently, the appeal was allowed, and the assessment of stamp duty by the Commissioner was upheld.