DKLR Holding Co (No 2) Pty Ltd v Commissioner of Stamp Duties (NSW)

The High Court of Australia considered an appeal by DKLR Holding Co (No 2) Pty Ltd against a decision of the Commissioner of Stamp Duties (NSW). The dispute concerned the assessment of stamp duty on a transfer of shares. The Commissioner had assessed duty on the basis that the transfer constituted a dutiable transaction, specifically a "conveyance" within the meaning of the Stamp Duties Act 1920 (NSW). DKLR Holding Co argued that the transaction was not a conveyance and therefore not subject to stamp duty.

The central legal issue before the High Court was whether the transfer of shares in a company constituted a "conveyance" for the purposes of the Stamp Duties Act 1920 (NSW). This required the Court to interpret the definition of "conveyance" as it applied to the transfer of shares, and to consider whether such a transfer involved the passing of an "estate or interest in property" in the manner contemplated by the Act.

The Court reasoned that a share in a company represents a bundle of rights and interests, including the right to receive dividends and participate in the distribution of assets upon winding up. While a share is a chose in action, it is also a form of property. The transfer of shares, therefore, involves the passing of an interest in property. The Court held that the definition of "conveyance" in the Stamp Duties Act was broad enough to encompass the transfer of shares, as it included any instrument by which any estate or interest in property was transferred. Consequently, the transfer of shares was a dutiable transaction.

The appeal was dismissed.