Myoori Pty Ltd

Myoori Pty Ltd (the applicant) sought judicial review of a decision made by the respondent, the Commissioner of State Revenue, to refuse its application for a refund of stamp duty. The dispute concerned the interpretation of section 112(1)(a) of the *Duties Act 2000* (Vic) (the Act), which provides an exemption from stamp duty for certain transfers of dutiable property where the transfer is made in connection with a corporate reconstruction. The matter came before the Supreme Court of Victoria.

The primary legal issue before the Court was whether the transfer of shares in Myoori Pty Ltd from its sole shareholder to a newly incorporated entity, which was to become the holding company, constituted a corporate reconstruction for the purposes of section 112(1)(a) of the Act. Specifically, the Court had to determine if the conditions precedent to the exemption, namely that the transfer must be made to a related corporation and that the transferor and transferee must be related corporations immediately before and after the transfer, were satisfied.

Justice Worth found that the Commissioner's interpretation of the relevant provisions was correct. Her Honour reasoned that the definition of "related corporation" in section 112(2) of the Act required that the corporations be related both immediately before and immediately after the transfer. In this instance, the transferee company was newly incorporated and did not exist prior to the transfer, meaning it could not have been related to the transferor immediately before the transfer. Consequently, the conditions for the corporate reconstruction exemption were not met.

The Court therefore dismissed the application for judicial review and affirmed the Commissioner's decision to refuse the stamp duty refund.