McKinney Rogers Holdings (Barbados) Ltd

McKinney Rogers Holdings (Barbados) Ltd was the applicant in proceedings before the Supreme Court of Victoria, Commercial Court. The respondent was the Commissioner of State Revenue. The dispute concerned the Commissioner's assessment of stamp duty on a share sale agreement.

The primary legal issue before the court was whether the share sale agreement constituted a dutiable instrument under the *Duties Act 2000* (Vic). Specifically, the court had to determine if the agreement was a "conveyance or transfer of dutiable property" within the meaning of the Act, considering that the shares being transferred were of a company incorporated in Barbados.

Justice McDonald reasoned that the situs of shares in a company is generally considered to be where the company is incorporated. As the shares in McKinney Rogers Holdings (Barbados) Ltd were of a Barbadian company, they were not located in Victoria. Consequently, the transfer of these shares did not constitute a transfer of dutiable property situated in Victoria, and therefore the agreement was not a dutiable instrument. The court applied the principle that stamp duty is levied on transactions involving property situated within the taxing jurisdiction.

The court ordered that the assessment of stamp duty be set aside.