CPT Custodian Pty Ltd v Commissioner of State Revenue

CPT Custodian Pty Ltd (the taxpayer) sought to recover stamp duty paid under protest to the Commissioner of State Revenue (the Commissioner). The dispute concerned the Commissioner's assessment of stamp duty on a transfer of units in a trust, which the taxpayer argued was exempt from duty. The matter was heard by the High Court of Australia.

The central legal issue before the High Court was whether the transfer of units in the trust constituted a "dutiable transaction" under the relevant stamp duty legislation, specifically the *Duties Act 2000* (Vic). The taxpayer contended that the transaction was exempt from duty as it involved the transfer of units in a unit trust, and that the trust itself did not own dutiable property in Victoria. The Commissioner argued that the trust was deemed to own property in Victoria by virtue of its beneficial ownership of shares in a Victorian company, and therefore the transfer of units was dutiable.

The High Court considered the definition of "dutiable property" and "dutiable transaction" within the *Duties Act 2000* (Vic). The Court analysed the relationship between the trust, the company, and the shares. It concluded that the beneficial ownership of shares in a Victorian company by a trust constituted dutiable property in Victoria, even if the shares were held by a nominee company outside Victoria. Consequently, the transfer of units in the trust, which represented a beneficial interest in that dutiable property, was a dutiable transaction. The Court applied the principle that the substance of a transaction, rather than its form, should be considered for stamp duty purposes.

The High Court dismissed the taxpayer's appeal, upholding the Commissioner's assessment of stamp duty.