Chief Commissioner of State Revenue v Big Ben Holdings Pty Limited

2025/00346420

TAX – the respondent (BBH) is the head company of a tax consolidated group known as The Bloomfield Group (TBG) and is the subsidiary of SRI Corporation Pty Ltd (SRI) – SRI, Philcant Nominees Pty Limited (Philcant) and Dudley Project Pty Ltd (Dudley) owned three contiguous lots on Four Mile Creek Road as tenants in common in equal shares – on 25 January 2024, SRI, Philcant and Dudley entered into a contract to sell their respective interests in all three lots to the BBH, subject to existing leases to TBG, for the sum of $30 million ‘in equal share to each vendor’ (the contract) – the contract was completed on 31 October 2024 and a transfer was lodged following the payment of duty in the aggregate amount of $1,633,065 – a dispute arose as to whether the corporate reconstruction exemption in s 273B of the Duties Act 1997 (NSW) is available in respect of the transfer of the interest in land from SRI to BBH – the primary judge held that the relevant dutiable transaction was the transfer of SRI’s one third interest to BBH, and that that transaction was a corporate reconstruction transaction undertaken for the purpose of changing the holding of assets within a corporate group, thus the exemption in s 273B applied – the primary judge revoked the relevant Duties Notice of Assessment and remitted the matter to the appellant to issue an amended assessment pursuant to s 102(1) of the Tax Administration Act 1996 (NSW) – whether the primary judge erred in failing to find that the contract was an agreement for the sale of dutiable property, and therefore a dutiable transaction within the meaning of s 8(1) of the Duties Act and assessable to ad valorem duty unless an exemption or concession applied – whether the primary judge erred in finding that s 273B(1) applied to the contract.

Big Ben Holdings Pty Limited v Chief Commissioner of State Revenue [2025] NSWSC 984