Comm of Stamp Duties Qld v Raptis & Sons Holdings

The Commissioner of Stamp Duties Queensland (the Commissioner) appealed to the High Court of Australia against a decision of the Supreme Court of Queensland concerning the assessment of stamp duty on a transfer of shares. The dispute arose from the Commissioner's assessment of duty on a transfer of shares in Raptis & Sons Holdings Pty Ltd (the Company) from Raptis & Sons Pty Ltd to Raptis & Sons Holdings Pty Ltd. The Commissioner had assessed duty on the basis that the transfer constituted a dutiable transaction under the *Stamp Act 1894* (Qld) (the Act).

The High Court was required to determine whether the transfer of shares, which involved a change in the beneficial ownership of the shares from one proprietary limited company to another proprietary limited company, was a dutiable transaction under the Act. Specifically, the court had to consider whether the transfer fell within the definition of a "conveyance" or "transfer" of dutiable property, and if so, whether any exemptions applied.

The court reasoned that the Act defined "conveyance" broadly to include any instrument by which any property was conveyed or transferred. It was held that a transfer of shares, even between related entities, constituted a conveyance of dutiable property. The court further considered the application of an exemption for transfers between a trustee and a beneficiary, or between beneficiaries, in circumstances where the beneficial ownership did not change. However, the court found that this exemption was not applicable as the beneficial ownership of the shares had indeed changed. The principles applied centred on the interpretation of the statutory definitions of "conveyance" and "dutiable property" within the context of the *Stamp Act 1894* (Qld).

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