Special Situations Investing Group III, Inc. v Commissioner of State Revenue [2025] QSC 345

TAXES AND DUTIES - STAMP DUTIES - APPEAL, CASE STATED ETC - QUEENSLAND - where the Commissioner of State Revenue issued two assessments of landholder duty payable in November 2018 in respect of two transfers of shares from a company - where the appellant objected to the assessments under s 63 of the Taxation Administration Act 2001 (Qld) (TAA) in January 2019 - where the Commissioner disallowed the objection - where the appellant appealed that decision to the Supreme Court under s 69(2)(a) of the TAA in July 2019 - where the Commissioner subsequently issued two reassessment notices in October 2023 - where the appellant maintained its appeal with respect to the parts of the assessments reflected in the reassessments under s 69A of the TAA - where the appellant contends it is entitled to an exemption from landholder duty - whether the statutory requirements for an exemption from landholder duty under the Duties Act 2001 (Qld) are satisfied - whether the appellant's objection should have been allowed

Duties Act 2001 (Qld), s 8, s 9, s 17, s 10, s 157, s 158, s 159, s 162, s 163, s 165, s 165A, s 167, s 175, s 397, s 398, s 400, s 402, s 406, s 407, s 409

Taxation Administration Act 2001 (Qld), s 11, s 17, s 63, s 67, s 69, s 69A, s 70B, s 70C

ADCO Constructions Pty Ltd v Goudappel [2014] HCA 18; (2014) 254 CLR 1, cited

Alcan (NT) Alumina Pty Ltd v Commissioner of Territory Revenue [2009] HCA 41; (2009) 239 CLR 27, considered

Certain Lloyd's Underwriters Subscribing to Contract No IH00AAQS v Cross [2012] HCA 56; (2012) 248 CLR 378, cited

CIC Insurance Ltd v Bankstown Football Club Ltd [1997] HCA 2; (1997) 187 CLR 384, cited

Federal Commissioner of Taxation v Consolidated Media Holdings Ltd [2012] HCA 55; (2012) 250 CLR 503, cited

Hays Specialist Recruitment (Australia) Pty Ltd v Carey-Schofield [2025] QCA 161, considered

Project Blue Sky Inc v Australian Broadcasting Authority [1998] HCA 28; (1998) 194 CLR 355, cited

SZTAL v Minister for Immigration and Border Protection [2017] HCA 34; (2017) 262 CLR 362, cited

Taylor v Owners - Strata Plan No 11564 [2014] HCA 9; (2014) 253 CLR 531, cited

The Queen v A2 [2019] HCA 35; (2019) 269 CLR 507, cited

Wakefield v Commissioner of State Revenue [2019] QSC 85; (2019) 3 Qd R 414, considered

A L Wheatley KC with N J Derrington for the respondent

• [1] In November 2017, the appellant acquired about 97.37 per cent of the issued shares in GS Asian Venture (Delaware) L.L.C. (GS Venture) from GSSG Holdings LLC (GS Holdings).
• [2] On 24 October 2023, the respondent (the Commissioner) issued two reassessment notices (the reassessments) to the appellant.[1] By the first, the Commissioner reassessed $9,367,348.25 as the landholder duty[2] payable for a transfer of about 64.55 per cent of the issued GS Venture shares on 1 November 2017. By the second notice, the Commissioner reassessed $4,766,065.75 as the landholder duty payable for a transfer of about 32.82 per cent of the issued GS Venture shares on 20 November 2017.[3]
• [3] Relevantly, landholder duty is imposed on an acquisition of an interest of 50 per cent or more in an unlisted corporation that has an interest in land in Queensland with an unencumbered value of $2 million or more.[4] The Commissioner assessed landholder duty on the acquisitions of the GS Venture shares, because GS Venture had subsidiaries that owned interests in land in Queensland with an unencumbered value over $2 million,[5] making each a relevant acquisition.[6]
• [4] The reassessments reflected parts of two assessment notices[7] (the assessments) the Commissioner had issued on 27 November 2018. On 25 January 2019, the appellant objected to the assessments (the objection).[8] By the objection, the appellant contended it was entitled to an exemption from landholder duty, because the GS Venture shares were "group property"[9] and each transfer was a transaction carried out for a corporate reconstruction.[10]
• [5] On 30 May 2019, the Commissioner disallowed the objection.[11] On 29 July 2019, the appellant filed a notice of appeal in this Court against the Commissioner's decision to disallow the objection to the assessments.[12] After the reassessments, the appellant maintained its appeal with respect to the parts of the assessments reflected in the reassessments.

• [8] In Wakefield v Commissioner of State Revenue,[15] Bowskill J[16] identified that an appeal like the present[17] is a hearing conducted by the Court in its original jurisdiction on the materials that were before the Commissioner, subject to the Court's power to admit new evidence.[18] Her Honour concluded:

"[32] The Supreme Court does not stand in the shoes of the Commissioner, but exercises its original jurisdiction to make such judgment as it considers ought to have been given, on the facts and the law, at the time of the hearing of the appeal. The appeal is in that sense a hearing de novo.

[34] Where, as in this case, the appeal is from a decision involving the application of the law to objective conclusions of fact, which are not dependent upon the Commissioner's state of satisfaction, it is open for the Court to give such judgment on the appeal as it considers ought to have been given, on the law and facts as they are at the time of the hearing of the appeal. The exercise of the Court's powers in this regard are not dependent upon the demonstration of some legal, factual or discretionary error by the decision-maker."[19]

• [9] The issue between the parties is whether, at the time of the November 2017 transfers, the GS Venture shares were "group property".

• [10] Most of the relevant provisions are found in the Duties Act 2001 (Qld) (DA), chapter 10, part 1, which "provides for exemptions for particular duties on particular transactions carried out for a corporate reconstruction."[20] A "corporate reconstruction" occurs if property is transferred (or agreed to be transferred) "for the purpose of changing a corporate structure to make internal adjustments to corporate arrangements".[21] This may happen through a single transaction or a series of transactions.[22] Each transaction must be necessary.[23] The transfer of property (or the agreement to transfer it) must not be "part of an arrangement under which any company involved with any of the transactions will or may cease, at any time, to belong to the same corporate group".[24]

• [11] A "corporate group" is formed by all "group companies".[25] Two companies are group companies if one is a subsidiary of the other.[26] Two or more subsidiaries of the same company are also group companies.[27]
• [12] A company is a "subsidiary" of another company if the other company owns at least 90 per cent of its issued shares and holds voting control of the company.[28] A company will also be a subsidiary if another company and/or one or more of its subsidiaries owns 90 per cent of the issued shares in the company and holds voting control of the company.[29]

• [13] Landholder duty is not imposed on an acquisition of shares under a transaction[30] if two conditions are met. The transfer must be exempt from transfer duty under s 406; and the acquisition of the shares by the transferee must be a relevant acquisition: see [3] above. This appeal concerns only the first condition. It is common ground that the transfer of the GS Venture shares was a relevant acquisition.
• [14] Transfer duty is not imposed on a transfer of dutiable property for a corporate reconstruction where four conditions are satisfied.[31] It is common ground that the first three conditions were satisfied in the transfers of the GS Venture shares. The contentious condition is the fourth, which requires that "the property transferred is, at the time of the transfer, group property under section 407."[32]

• [15] By sub-sections (a) to (f) of s 407(1), Parliament has provided for the circumstances in which "property is group property". This appeal concerns the circumstances in s 407(1)(a). More specifically, those in s 407(1)(a)(i), which specifies a circumstance where "the transferor and transferee":

"were group companies before the property, or an interest of at least 90% in the property, was first owned by the transferor or another group company".

• [16] It is common ground that the appellant and GS Holdings were group companies before the GS Venture shares were first owned by GS Holdings, and that the appellant and GS Holdings were not group companies before the GS Venture shares were first owned by another group company or companies.

• [17] GS Venture was incorporated on 6 February 2006. Since that date, Goldman Sachs Group, Inc (GS Group), the parent among the group companies, has owned all GS Venture's issued shares, directly or through other subsidiaries.
• [18] On 5 September 2013, GS Venture's subsidiary Austereo Property GS Ventures Pty Ltd (Land Co 1) acquired land at 157 Ann St, Brisbane. Since that date, an acquisition of 50 per cent or more of the issued GS Venture shares or a subsequent acquisition of additional shares has been a relevant acquisition: see [3] and [13] above. Since then, Land Co 1 and other[33]S Venture subsidiaries33 have acquired other interests in land in Queensland.
• [19] The appellant has been a subsidiary of GS Group since 10 March 2014.
• [20] On 18 February 2016, GS Holdings was incorporated as a subsidiary of GS Group.
• [21] On 1 June 2016, GS Holdings acquired the appellant from other GS Group subsidiaries.
• [22] On 31 October 2017, the appellant redeemed non-voting preference shares held by another member of the corporate group. As a result, GS Holdings became the sole shareholder in the appellant.

• [23] The corporate group structure immediately before 1 November 2017 may be represented like this:

• [24] The three Land Co's are subsidiaries of GS Venture. Each owned interests in land in Queensland with an unencumbered value over $2 million.
• [25] On 1 November 2017, GS Group transferred 64.55 per cent of GS Venture's issued shares to its subsidiary, GS Holdings. The changed corporate group structure may be represented like this:

• [26] Also on 1 November 2017, GS Holdings then transferred those shares to its subsidiary, the appellant. The changed corporate group structure may be represented like this:

• [27] On 20 November 2017, GS Group transferred 32.82 per cent of GS Venture's issued shares to GS Holdings. After this, the changed corporate group structure may be represented like this:

• [28] Also on 20 November 2017, GS Holdings transferred those shares to the appellant. After this, the changed corporate group structure may be represented like this:

The contentions about the construction of s 407(1)(a)(i)

• [29] The Commissioner's contention is that on the proper construction of s 407(1)(a)(i), the circumstances required for the exemption from duty are that the transferor and the transferee were group companies before the relevant property was first owned by any group company. On the Commissioner's construction, if the parties to a transfer were not both group companies when a group company first owned the property, then the property is not group property, and the exemption does not apply. On this construction, the Commissioner contends that the appellant is not entitled to an exemption from duty on the transfers of the GS Venture shares.
• [30] The appellant contends that on the proper construction of s 407(1)(a)(i), there are two alternative circumstances qualifying for the exemption from duty: first, that the transferor and the transferee were group companies before the property was first owned by the transferor; and second, that the transferor and the transferee were group companies before the property was first owned by a group company.

The proper construction of s 407(1)(a)(i)

• [31] In Alcan (NT) Alumina Pty Ltd v Commissioner of Territory Revenue,[34] by their joint judgment, Hayne, Heydon, Crennan and Kiefel JJ emphasised two points about the interpretation of revenue statutes:

"First, tax statutes do not form a class of their own to which different rules of construction apply; they are to be construed by application of the settled principles ... Secondly, the fact that a statute is a taxing Act, or contains penal provisions, is part of the context and is therefore relevant to the task of construing the Act in accordance with those settled principles."[35]

• [32] Their Honours had restated the settled principles, including:

"[T]he task of statutory construction must begin with a consideration of the text itself. Historical considerations and extrinsic materials cannot be relied on to displace the clear meaning of the text. The language which has actually been employed on the text of legislation is the surest guide to legislative intention. The meaning of the text may require consideration of the context, which includes the general purpose and policy of a provision, in particular the mischief it is seeking to remedy."[36]

• [33] In Hays Specialist Recruitment (Australia) Pty Ltd v Carey-Schofield, this Court observed that:

"Statutory construction involves the attribution of legal meaning to statutory text. Its process is well understood. However, it assists to restate some general principles:

1. The duty of a court is to give the words of a statutory provision the meaning that the legislature is taken to have intended them to have. The constructional task is to expound the meaning of the statutory text, not to divine unexpressed legislative intention or to remedy perceived legislative inattention. Construction is not speculation and it is not repair.
2. The task of statutory construction must begin with a consideration of the text itself. So must the task of statutory construction end.
3. The statutory text must be considered in its context. Context should be regarded at the first stage, not at some later stage, and should be regarded in its widest sense.
4. The context and purpose of a provision are important to its proper construction because the primary object of statutory construction is to construe the relevant provision so that it is consistent with the language and purpose of all the provisions of the statute.
5. The interpretation that will best achieve the purpose of the Act is to be preferred to any other interpretation: Acts Interpretation Act 1954 (Qld) s 14A.
6. The purpose of a statute resides in its text and structure. Purpose must be derived from what the legislation says and not from any assumption about the desired or desirable reach or operation of the relevant provisions. In considering purpose it is necessary to identify the purpose of the specific provision rather than the purpose of the enactment as a whole.
7. Inconvenience or improbability of result may assist the court in preferring a construction other than a literal interpretation which is reasonably open and more closely conforms to the legislative intent.
8. A court construing a statutory provision must strive to give meaning to every word of the provision."[37]

• [34] The ordinary meaning of "or" is disjunctive and not conjunctive. It is only a slight simplification to observe that the Commissioner submits the Court should construe the provision as if "or" was "and", while the appellant invited the Court to construe "or" as "or". It must be accepted that, in the abstract, and confined to the four corners of s 407(1)(a)(i), the text itself could be construed either way. However, the proper approach at the first stage is to consider the provision in its context in the widest sense. This includes the text and structure of the statute, from which it may be possible to derive Parliament's purpose in enacting this particular provision.

• [35] The purpose of the provision and the mischief to which it is directed may be understood by locating it within the structure of the enacted provisions. In short:

(a) Chapter 2 deals with transfer duty, imposing it on dutiable transactions,[38] which are dealings with dutiable property,[39] and making parties to the dealing liable to pay the duty.[40] Land in Queensland is dutiable property.[41]

(b) Chapter 3, part 1, deals with landholder duty, imposing it on relevant acquisitions (including an acquisition in a private landholder),[42] which are acquisitions of significant interests in a landholder (and an increased interest after acquiring a significant interest),[43] and making an acquirer (and, in some circumstances, related persons) liable to pay the duty.[44]

(c) Chapter 10 deals with general exemptions, and part 1 deals with exemptions for particular duties for corporate reconstruction, providing for exemptions for particular duties on particular transactions carried out for a corporate reconstruction.[45]

• [36] For the Commissioner, it was submitted that each of the six meanings of group property in sub-sections (a) to (f) of s 407(1) of the DA was a "discrete" and "targeted" exemption. The Commissioner's case is that the purpose of each exemption is merely to exempt a transfer of property from landholder duty if it is within the scope of the exemption. He contends there is no discernible purpose for the exemptions in s 407(1), as a group. On the Commissioner's approach, the proper construction of a particular exemption cannot be informed by the purpose of s 407. It is simply a question of what each specific sub-section means.
• [37] With respect, when Parliament enacted sub-section 407(1)(a)(i), it did so as part of chapter 10, part 1 of the DA and as part of s 407(1). By s 397, Parliament identified the purpose of that part, providing, "This part provides for exemptions for particular duties on particular transactions carried out for a corporate reconstruction." The meaning of corporate reconstruction is noted above. Relevantly, it is a transfer of property for the purpose of changing a corporate structure to make internal adjustments to corporate arrangements.
• [38] The Commissioner contends that s 407(1)(a)(i) should be read as requiring the transferor and the transferee to have been group companies before the property[46] was first owned by the transferor and before the property was first owned by another group company. In this way, the Commissioner contends that "or" should be read as "and before it was first owned by". The appellant contends that the section should be read as requiring the transferor and the transferee to have been group companies either before the property was first owned by the transferor or before the property was first owned by another group company. In this way, the appellant contends "or" should be read as "alternatively before it was first owned by".
• [39] The Commissioner did not identify any important policy or other consequence that might arise from the fact that a corporate reconstruction involved a subsidiary that was incorporated after another subsidiary, or after the latter subsidiary became a group member. There is no apparent legislative purpose to be served by the Commissioner's "stand-alone" construction of s 407(1)(a)(i).

• [40] Parliament has used "and" and "or" many times in s 407(1). These are highlighted by emphasis added below:

"407 Group property for intra-group transfer of property

(1) For section 406(2)(d), property is group property if -

(a) the transferor and transferee -

(i) were group companies before the property, or an interest of at least 90% in the property, was first owned by the transferor or another group company; and

(ii) have been group companies at all times subsequent during which the property, or an interest of at least 90% in the property, has been continuously owned by the transferor or another group company; or

(b) the transferor and transferee -

(i) were group companies before the property, or an interest of at least 90% in the property, came into the ownership of the transferor or another group company by way of a transaction for which transfer duty, or an equivalent duty under a corresponding Act, has been paid; and

(ii) have been group companies at all times subsequent during which the property, or an interest of at least 90% in the property, has been continuously owned by the transferor or the other group company; or

(c) the transferor or transferee is the new parent company of the other party to the transfer and the transferor and the transferee became group companies in the circumstances mentioned in section 409(1)(a) to (c); or

(d) the transferee is the parent company of the transferor and landholder duty was imposed and paid for the transferee acquiring its shares in the transferor; or

(e) the transferee is the parent company of the transferor, and the transferee acquired at least 70% of the shares of the transferor because of a takeover bid, under the Corporations Act, chapter 6, for the shares if they were quoted securities under that Act; or

• [41] As the Commissioner's oral submissions noted, each of sub-sections (a) to (f) is a specific and alternative circumstance where property is group property. If a property satisfies the requirements in one sub-section, it is group property, without a need to satisfy the requirements in any or all other sub-sections. Parliament has conveyed this by using "or" at the end of each sub-section.
• [42] This is not the only indication that the Parliament has employed "or" to convey a disjunctive meaning and "and" when a conjunctive meaning is to be conveyed.

(a) In each of sub-sections (a), (b), and (f), both the transferor and the transferee must satisfy the requirements that follow. Parliament has conveyed this by using "and" between "transferor" and "transferee".

(b) In each of sub-sections (a) and (b), both sub-section (i) and sub-section (ii) must be satisfied for the property to be group property. Parliament has conveyed this by using "and" between the two sub-sections.

(c) Within each of sub-sections (a)(i), (a)(ii), (b)(i), and (b)(ii), the property will be group property if either the property or an interest of at least 90 per cent in the property meets the requirements of the sub-section. Parliament has conveyed this by using "or" on each occasion.

(d) In sub-section (b)(i), a relevant circumstance is that either transfer duty or an equivalent duty under a corresponding Act must have been paid. Parliament has conveyed this by using "or" on each occasion.

(e) In sub-section (c), the relevant circumstances is that all three requirements are met. Parliament has conveyed this by using "and" between the first and the second required circumstances and again between "transferor" and "transferee".

• [43] These are strong indicators that Parliament used the word "or" to convey a disjunctive meaning and "and" to convey a conjunctive meaning in s 407(1). This immediate context indicates the same meaning is intended for "or" in sub-section (a)(i).
• [44] If sub-section (a)(i) were construed as the Commissioner submits, then the words "the transferor or" would serve no purpose. The only relevant time would be when the property was first owned by a group company. A reason to include the words "the transferor or" was to provide an alternative to the circumstance where the transferor and transferee were group companies before the property was first owned by another group company, and so that property would be group property in that alternative circumstance, where the property was "brought into the group" when the transferor became a group company.
• [45] Construed in this way, a transfer for a corporate reconstruction would not be liable to landholder duty if the relevant property[47] came into the group when the transferor became a group company or if the relevant property was already in the group, being held by another group company, before the transferor became a group company. Such a construction would reflect typical scenarios that arise in genuine corporate reconstructions. It would not exempt from duty arrangements that, in truth, transfer interests in relevant property into or out of a corporate group.

• [46] The Commissioner drew attention to the explanatory notes for the Bill that became the DA. According to these notes, the objective of the Bill was to replace the former Act "with modern legislation expressed in clear language that can be easily complied with and administered."[48] It characterised the former Act as lacking "a coherent approach to modern business transactions."[49]
• [47] Like s 397, this is a very general expression of purpose. It is not useful in construing s 407(1). If it had any relevance, it would tend to support a clear construction, in which "or" means "in the alternative", over one where "or", on this occasion alone, means "and".
• [48] In 2011, chapter 3 of the DA was amended to provide for the payment of landholder duty, in place of the former land rich duty.[50] Aside from replacing "land rich" with "landholder", Parliament did not alter s 407.
• [49] The explanatory notes for the original Bill are among the extrinsic materials for s 407. In the second reading speech, the Treasurer told the Legislative Assembly that the changes "will ensure simplified rules and reduce the scope for transactions to be structured to avoid the current arrangements."[51] This adds little to the purpose that may be found in the enacted provisions. It tends to favour a simple construction, in which "or" means in the alternative.

• [50] On the proper construction of s 407(1)(a)(i), the requirement is that both the transferor and the transferee were group companies before the transferor first owned the relevant property,[52] or that both the transferor and the transferee were group companies before the property was first owned by another group company.
• [51] This construction accords with the plain meaning of the text of s 407(1)(a)(i), in the context of the whole of s 407 and of the relevant parts of the DA noted above. It best achieves the purpose of chapter 10, part 1, namely exempting genuine corporate reconstructions from landholder duty. It avoids an inconvenient or improbably result of an arbitrary or unprincipled limitation on the exemption. It gives meaning to every word in s 407(1)(a)(i), rather than rendering part of it superfluous.
• [52] These particular transfers had the effect of interposing the appellant between GS Holdings and GS Venture in the GS Group structure. This may be illustrated by the before and after schematics.

(a) Before, from [23] above:

• [53] After, from [28] above:

• [54] Immediately before the transfers, GS Group owned all the issued GS Venture shares through other subsidiaries. At the conclusion of the transfers, GS Group continued to own all the issued GS Venture shares through the appellant and other subsidiaries. The change was that GS Group now owned 97.37 per cent of GS Venture through GS Holdings and the appellant, and 2.63 per cent through other subsidiaries. GS Group continued to own GS Holdings and the appellant. GS Holdings continued to own the appellant. GS Holdings did not hold the GS Venture shares as trustee, and the appellant does not hold them as trustee. At all times, the three Land Co's remained subsidiaries of GS Venture.
• [55] The appellant's unchallenged evidence is that the transfers were part of a series of transactions undertaken for the purpose of changing the corporate structure of the group of entities owned and controlled by GS Group. They were not undertaken for any other purpose. They were not part of an arrangement under which GS Holdings, or the appellant, or GS Venture, would cease to be owned by GS Group. In short, they were carried out for a corporate reconstruction.
• [56] The shares in GS Venture acquired by the appellant in November 2017 were group property and the transfers in which the appellant participated were carried out for a corporate reconstruction. It follows that the statutory requirements for the exemption from landholder duty under DA, s 409(2) were satisfied, and the transfers were exempt from landholder duty.
• [57] On the law and the facts at the time of the hearing of the appeal, the judgment that the appellant ought to have been given under TAA, s 67(1), was to allow the objection to the assessment of landholder duty.

• [58] For the above reasons, the Court should order:
  1. The appeal with respect to the Respondent's assessments of landholder duty and unpaid tax interest is allowed.
  2. Subject to section 39(1) of the Taxation Administration Act 2001 (Qld) (the "Administration Act"), the Respondent pay to the Appellant an amount (the "overpaid amount") being the difference between the amended assessments (including unpaid tax interest) the subject of this appeal, and those directed to be made, below.
  3. Pursuant to section 61(2) of the Administration Act, the Respondent pay the Appellant interest on the overpaid amount, calculated in accordance with section 61 of the Administration Act.
• [59] The Court should further direct that:
  1. The matter is remitted to the Respondent.
  2. In accordance with section 19 of the Administration Act, the Respondent give effect to the Court's decision by making further amended assessments of the Appellant's liability to pay landholder duty under the Duties Act 2001 (Qld) on the relevant acquisitions, of nil duty and nil unpaid tax interest.
  3. The Respondent pay the Appellant's costs of the appeal.

[1] Under Taxation Administration Act 2001 (Qld) (TAA), s 17(1).

[2] Duties Act 2001 (Qld) (DA), chapter 3, part 1.

[3] In these reasons percentages of issued GS Venture shares are approximate.

[4] DA, ss 157(2)(a), 158(1)(a), 159(2)(a), 162(1), 163(2)(c), 165, 165A(1), and 167(1)(a). This appeal does not concern the acquisition of an interest in a listed corporation, which would involve some other provisions.

[5] These were APVP 2 Pty Ltd and Mercer Investments (Singapore) Pte Ltd.

[6] For the purposes of the DA, ss 158 and 409(2).

[7] TAA, s 11.

[8] TAA, s 63(1).

[9] Within the meaning of DA, s 407(1)(a).

[10] Under DA, ss 406(1) and (2)(d).

[11] Under TAA, s 67(1).

[12] Under TAA, s 69(2)(a).

[15] [2019] QSC 85; (2019) 3 Qd R 414.

[17] Under the TAA, s 69.

[20] DA, s 397.

[21] DA, s 398(1)(a).

[22] DA, s 398.

[23] DA, ss 398(1)(b) and (2).

[24] DA, s 398(1)(c), other than where s 412(4) applies because the transferor or transferee company: ceases to be a group company because its (or its parent's) shares are offered and sold to the public and, within one year, quoted on the market operated by a recognised stock exchange; or ceases to exist, other than under an arrangement, with a significant purpose being to avoid belonging to the same corporate group for three years after the transaction.

[25] DA, s 400(4).

[26] DA, s 400(1).

[27] DA, s 400(2).

[28] DA, s 402(a).

[29] DA, ss 402(b) and (c).

[30] To the extent of the interest acquired by the transferee.

[31] DA, ss 406(2)(a) to (d).

[32] DA, s 406(2)(d).

[33] APVP 2 Pty Ltd (Land Co 2) and Mercer Investments (Singapore) Pte Ltd (Land Co 3).

[34] [2009] HCA 41; (2009) 239 CLR 27.

[35] [2009] HCA 41; (2009) 239 CLR 27 at 49 [57].

[37] [2025] QCA 161 at [264], citing CIC Insurance Ltd v Bankstown Football Club Ltd [1997] HCA 2; (1997) 187 CLR 384, 408; Project Blue Sky Inc v Australian Broadcasting Authority [1998] HCA 28; (1998) 194 CLR 355, [69]-[71], [78]; Certain Lloyd's Underwriters Subscribing to Contract No IH00AAQS v Cross [2012] HCA 56; (2012) 248 CLR 378, [24]-[26]; Federal Commissioner of Taxation v Consolidated Media Holdings Ltd [2012] HCA 55; (2012) 250 CLR 503, [39]; Taylor v Owners - Strata Plan No 11564 [2014] HCA 9; (2014) 253 CLR 531, [65]; ADCO Constructions Pty Ltd v Goudappel [2014] HCA 18; (2014) 254 CLR 1, [28]-[29]; SZTAL v Minister for Immigration and Border Protection [2017] HCA 34; , [14], [35]-[39]; and ; , [31]-[37], [124].

[38] DA, s 8.

[39] DA, s 9.

[40] DA, s 17.

[41] DA, s 10(a).

[42] DA, s 157.

[43] DA, s158(1).

[44] DA, s 175.

[45] DA, s 397.

[46] Or, in each case, an interest of at least 90 per cent in the property.

[47] Or an interest of at least 90 per cent in the property.

[48] Explanatory Notes, Duties Bill 2001 (Qld), 1.

[49] Explanatory Notes, Duties Bill 2001 (Qld), 2.

[50] Community Ambulance Cover Levy Repeal and Revenue and Other Legislation Amendment Act 2011 (Qld).

[51] Queensland, Parliamentary Debates, Legislative Assembly, commencing 17 October 2001 (Hon. T. M. Mackenroth, Deputy Premier, Treasurer and Minister for Sport).

[52] Or an interest of at least 90 per cent in the property.