Commissioner of State Revenue v ACN 005 057 349 Pty Ltd

The Commissioner of State Revenue (the Commissioner) appealed to the Supreme Court of Victoria, Court of Appeal, against a decision of the Supreme Court of Victoria, Trial Division, which had allowed an appeal by ACN 005 057 349 Pty Ltd (the taxpayer) against an assessment of stamp duty. The dispute concerned the application of stamp duty to a transaction involving the transfer of shares in a company.

The central legal issue before the Court of Appeal was whether the transfer of shares constituted a "dutiable transaction" under the *Stamps Act 1958* (Vic) (the Act), specifically whether it fell within the definition of a "dutiable gift" or a "dutiable transaction" where consideration was provided. The taxpayer argued that the transaction was not dutiable as it was a transfer of shares for no consideration, and therefore not a dutiable gift, nor was it a dutiable transaction for which consideration was paid.

The Court of Appeal considered the nature of the transaction and the relevant provisions of the Act. It analysed the definition of "dutiable gift" and concluded that the transfer of shares, being for no consideration, did not meet this definition. Furthermore, the Court examined the concept of "consideration" in the context of a "dutiable transaction" and determined that the absence of any payment or benefit flowing to the transferor meant that the transaction was not one for which consideration was provided. Consequently, the Court found that the transfer of shares was not a dutiable transaction under the Act.

The appeal was dismissed, and the decision of the Supreme Court of Victoria, Trial Division, was affirmed.