Commissioner of State Revenue v ACN 005 057 349 Pty Ltd

The Commissioner of State Revenue (the Commissioner) appealed to the High Court of Australia against a decision of the Full Federal Court, which had overturned a decision of a single judge of the Federal Court. The dispute concerned the application of stamp duty (now known as duty) under the *Stamps Act 1958* (Vic) to a transaction involving the transfer of shares in ACN 005 057 349 Pty Ltd (the taxpayer). The taxpayer had acquired shares in a company that held land in Victoria, and the Commissioner sought to assess duty on the basis that this acquisition constituted a dutiable transaction.

The central legal issue before the High Court was whether the taxpayer's acquisition of shares in a company that owned land in Victoria, where the company itself did not own land in Victoria, constituted a dutiable transaction under the *Stamps Act 1958* (Vic). Specifically, the court had to determine the proper interpretation of the term "land" as used in the definition of a "dutiable transaction" and whether it encompassed indirect interests in land held through a company.

The High Court, by majority, allowed the Commissioner's appeal. The majority reasoned that the definition of "dutiable transaction" in the *Stamps Act 1958* (Vic) was intended to capture transactions that effectively transferred beneficial ownership or control of land situated in Victoria. While the taxpayer did not directly acquire land, the acquisition of shares in the company that owned the land was found to be a transaction that fell within the scope of the Act, as it represented a change in the ultimate beneficial ownership of the land. The court applied principles of statutory interpretation, focusing on the purpose of the legislation to prevent avoidance of duty by structuring transactions through corporate entities.

The High Court ordered that the appeal be allowed and the decision of the Full Federal Court be set aside. The matter was remitted to the Federal Court for further consideration of the assessment of duty.