Com of State Revenue v KJRR Pty Ltd

The Commissioner of State Revenue (the Commissioner) appealed to the High Court of Australia against a decision of the Supreme Court of Victoria concerning the application of stamp duty to a transaction involving KJRR Pty Ltd (KJRR). The dispute centred on whether KJRR was liable for stamp duty on a transfer of shares, which the Commissioner argued constituted a dutiable transaction under the *Stamps Act 1958* (Vic).

The High Court was required to determine whether the transfer of shares from KJRR to a related company, which occurred as part of a broader corporate restructuring, was a dutiable transaction. Specifically, the court had to consider whether the transaction fell within the definition of a "dutiable transaction" as defined by the Act, particularly in relation to the transfer of property.

The High Court, in a joint judgment, found that the transfer of shares was not a dutiable transaction. Their Honours reasoned that the transaction, while involving a change in legal ownership of the shares, did not constitute a "transfer of dutiable property" for the purposes of the *Stamps Act 1958* (Vic) because the beneficial ownership of the underlying assets of the company had not changed. The court applied the principle that stamp duty legislation should be interpreted in accordance with its plain language, and that a mere change in the legal title of shares, without a corresponding change in beneficial ownership of the company's assets, did not attract stamp duty.

The appeal was dismissed.