Crowther v Commissioner of Stamp Duties (NSW)

The case of *Crowther v Commissioner of Stamp Duties (NSW)* concerned a dispute between the taxpayer, Mr. Crowther, and the Commissioner of Stamp Duties in New South Wales. The core of the disagreement revolved around the assessment of stamp duty on a transfer of shares.

The central legal issue before the High Court of Australia was whether the transfer of shares constituted a "conveyance" or "transfer" within the meaning of the Stamp Duties Act 1920 (NSW), and consequently, whether it was subject to ad valorem stamp duty. Specifically, the court had to determine if the transaction, which involved the transfer of shares in a company that owned land, was to be treated as a conveyance of the land itself for the purposes of stamp duty.

The High Court held that the transfer of shares in a company, even one that owns land, does not amount to a conveyance or transfer of the land itself. The court reasoned that shares represent a proprietary interest in the company, not a direct interest in the company's assets. Therefore, the transfer of shares transfers ownership of the shares, not the underlying property of the company. The legal principle applied was that a company is a separate legal entity from its shareholders, and the transfer of shares does not alter the ownership of the company's assets.

Consequently, the court found that the transfer of shares was not liable for ad valorem stamp duty as a conveyance of land.