Commissioner of Probate Duties (Vic) v Stocks

The Commissioner of Probate Duties (Victoria) appealed to the High Court of Australia against a decision of the Supreme Court of Victoria concerning the assessment of probate duty. The dispute centred on whether certain shares held by the deceased, Mr. Stocks, in a company incorporated and operating in Victoria, were dutiable in Victoria. The Commissioner contended that the shares were situated in Victoria, while the executors argued they were situated in New South Wales.

The High Court was required to determine the proper law governing the situation of shares in a company and, consequently, the situs of those shares for the purposes of probate duty. Specifically, the court had to consider whether the situs of shares was determined by the place of incorporation of the company, the place where the share register was kept, or the place where the share certificates were located.

The High Court, by majority, held that the situs of shares in a company is determined by the law of the place of incorporation of that company. This principle, often referred to as the "proper law of the company," dictates that the shares are situated in the jurisdiction where the company is incorporated, regardless of where the share register is kept or the share certificates are held. The court reasoned that the rights and obligations of a shareholder are fundamentally tied to the corporate entity, which is created and governed by the law of its place of incorporation. Therefore, the shares in the Victorian company were situated in Victoria and subject to Victorian probate duty.