Background
This matter concerned the acquisition of shares in Woods Williams Pty Ltd (the Company) by the taxpayer, Mindbody Assembly Pty Ltd (Mindbody), and Lou Woods Consulting (Woods Consulting).
Issue
Whether the taxpayer was liable for duty in respect of that acquisition by reason of the landholder provisions in the Duties Act 2000 (the Act).
Decision
On 12 September 2023, the Tribunal found substantially in favour of the Commissioner.
The Tribunal considered that:
- the interests acquired by taxpayer in the Company were to be aggregated with the interests acquired by Mindbody, and Woods Consulting, as they were associated persons. As a result, the taxpayer was taken to have acquired a significant interest in the Company (100%), which gave rise to a relevant acquisition
- the acquisition was not an exempt acquisition. s 42 of the Act (the deceased estates exemption) did not apply to the hypothetical transaction under s 89D(a) because the taxpayer was not a beneficiary under the Will at issue and, as such, the transfer of the relevant land could not be made “to a beneficiary” or “under and in conformity with” the Will, or otherwise “in satisfaction of [any] beneficiary’s entitlement” under that Will.
