Godolphin Australia Pty Ltd ACN 093921021 v Chief Commissioner of State Revenue

Godolphin Australia Pty Ltd (Godolphin) appealed to the Full Federal Court against a decision of the Chief Commissioner of State Revenue (the Commissioner) concerning the assessment of stamp duty. The dispute arose from Godolphin's acquisition of a thoroughbred stallion, Street Cry, from its parent company, Darley Australia Pty Ltd. Godolphin argued that the transaction was not dutiable as it was an intra-group transfer of an asset that did not involve a change in beneficial ownership. The Commissioner, however, assessed stamp duty on the basis that the transaction constituted a dutiable acquisition of dutiable property.

The Full Federal Court was required to determine whether the transfer of the stallion Street Cry from Darley Australia Pty Ltd to Godolphin Australia Pty Ltd constituted a dutiable acquisition of dutiable property under the *Duties Act 2000* (NSW). Specifically, the court had to consider whether the transaction involved a change in beneficial ownership, notwithstanding that both companies were part of the same corporate group and the ultimate beneficial ownership of the stallion remained with the same ultimate controller.

The court reasoned that the definition of "acquisition" in the *Duties Act 2000* (NSW) included the acquisition of a beneficial interest in dutiable property. It found that while the transaction was an internal restructuring within a corporate group, the transfer of the stallion from one legal entity to another, even if related, did involve a change in the legal and beneficial ownership of the asset. The court applied the principle that a change in beneficial ownership occurs when property moves from one legal person to another, regardless of whether the ultimate beneficial owner remains the same. The court distinguished this situation from cases where there is no change in beneficial ownership, such as a mere change in trustee.

The Full Federal Court dismissed Godolphin's appeal, upholding the Commissioner's assessment of stamp duty.