Commissioner of State Revenue v Special Situations Investing Group III, Inc [2026] QCA 98

SUPREME COURT OF QUEENSLAND CITATION: Commissioner of State Revenue v Special Situations Investing Group III, Inc [2026] QCA 98 PARTIES: COMMISSIONER OF STATE REVENUE (appellant) v SPECIAL SITUATIONS INVESTING GROUP III, INC (respondent) FILE NO/S: Appeal No 93 of 2026 SC No 7917 of 2019 DIVISION: Court of Appeal PROCEEDING: General Civil Appeal ORIGINATING COURT: Supreme Court at Brisbane – [2025] QSC 345 (Bradley J) DELIVERED ON: 29 May 2026 DELIVERED AT: Brisbane HEARING DATE: 6 May 2026 JUDGES: Mullins P, Boddice JA, Gotterson AJA ORDERS: 1. Appeal allowed. 2. The orders and directions made at first instance on 16 December 2025 are set aside. 3. The appellant’s disallowance of 30 May 2019 of the respondent’s objections to the assessments of landholder duty is affirmed. 4. The respondent is to pay the appellant’s costs of the proceedings at first instance and of this appeal. CATCHWORDS: TAXES AND DUTIES – STAMP DUTIES – APPEAL, CASE STATED ETC – QUEENSLAND – where the respondent applied to the appellant for corporate reconstruction exemption from landholder duty under s 409 of the Duties Act 2001 (Qld) in respect to two acquisitions of shares on 1 November 2017 and 20 November 2017 – where the appellant at first instance issued assessments on the basis that the exemption applied to the acquisitions – where the appellant issued subsequent assessments on 27 November 2018 on the basis that the exemption did not apply to the acquisitions – where the respondent objected to the assessments on 25 January 2019 – where the appellant disallowed the objections on 30 May 2019 – where the respondent appealed to the Supreme Court of Queensland -- 1 of 17 -- 2 seeking the assessments of 27 November 2018 and the objection decision of 30 May 2019 be set aside, and a declaration be made that the acquisitions are exempt from landholder duty – where the trial judge on 16 December 2025 ordered the respondent’s appeal be allowed against the assessments of landholder duty and unpaid tax interest, and further orders and directions were made for the making of amended assessments – where costs were ordered in favour of the respondent – where the appellant appealed against the whole of the orders made on 16 December 2025 – whether the two acquisitions of shares are exempt from landholder duty under s 409 of the Duties Act 2001 (Qld) – whether the trial judge erred in finding that the shares transferred were “group property” at the times of their acquisition by the respondent under s 407(1)(a)(i) of the Duties Act 2001 (Qld) – whether the appeal should be allowed Acts Interpretation Act 1954 (Qld), s 14A, s 14B, s 14C, s 49C Duties Act 2001 (Qld), s 8, s 9, s 10, s 157, s 158, s 159, s 165, s 165A, s 167(2), s 174, s 175(1), s 397, s 398, s 399, s 400, s 401, s 402, s 406, s 407, s 408, s 409, s 411, s 509 Duties Bill 2001 (Qld), Explanatory Notes, cl 407 Stamp Act 1894 (Qld), s 49C (Repealed) Taxation Administration Act 2001 (Qld), s 54, s 69 Alcan (NT) Alumina Pty Ltd v Commissioner of Territory Revenue (2009) 239 CLR 27; [2009] HCA 41, considered Hays Specialist Recruitment (Australia) Pty Ltd v Carey- Schofield [2025] QCA 161, cited COUNSEL: A C Stumer KC, with N J Derrington, for the appellant D W Marks KC, with P J Coore, for the respondent SOLICITORS: C E Christensen, Crown Solicitor for the appellant Mallesons for the respondent [1] MULLINS P: I agree with Gotterson AJA. [2] BODDICE JA: I agree with Gotterson AJA. [3] GOTTERSON AJA: On 1 and 20 November 2017 the respondent, Special Situations Investing Group Inc, acquired 64.55% and 32.82% respectively of the issued share capital in GS Asian Venture (Delaware) LLC (“GS Venture”). In each instance, the acquisition was from GSSG Holdings LLC (“GS Holdings”). At all relevant times, GS Venture was a private landholder, as that term is defined for the purposes of Chapter 3 Part 1 of the Duties Act 2001 (Qld) (“DA”): it was an unlisted corporation1 which had land-holdings in Queensland, the unencumbered value of which exceeded $2,000,000.2 [4] Thereafter, on 28 February 2018 the respondent applied to the appellant Commissioner of State Revenue under s 411 DA for exemption from landholder duty 1 DA s 165A(1). 2 DA s 165. -- 2 of 17 -- 3 on the two acquisitions on the footing that the corporate reconstruction exemption from landholder duty for which s 409 DA provides, applied to them. In early June 2018, the appellant issued assessments on the basis that the exemption did apply to the acquisitions. [5] However, on 26 June 2018, the appellant notified the respondent that the acquisitions were not eligible for the s 409 exemption. On the basis of an independent valuation of the relevant land-holdings of GS Venture, the appellant, on 27 November 2018, issued assessments to the respondent imposing landholder duty of $9,367,348.25 on the acquisition on 1 November 2017, and $4,766,065.75 on the acquisition on 20 November 2017. The assessments also included amounts for unpaid tax interest.3 [6] On 25 January 2019, the respondent objected to the assessments. The objections were disallowed by the appellant on 30 May 2019. Thereafter, on 29 July 2019, the respondent filed a Notice of Appeal to the Supreme Court of Queensland against the disallowance of the objections.4 The principal relief sought was that the assessments dated 27 November 2018 and the objection decision dated 30 May 2019 be set aside, and that a declaration be made to the effect that the two acquisitions are exempt from landholder duty. [7] The appeal was heard by a judge of the Trial Division. On 16 December 2025, his Honour ordered that the respondent’s appeal be allowed against the assessments of landholder duty and unpaid tax interest. Further orders and directions were made for the making of amended assessments to give effect to the decision and for the repayment to the respondent of over-paid landholder duty and unpaid interest. Costs were ordered in favour of the respondent to this appeal. Reasons for the orders and directions were also published on 16 December 2025. [8] On 13 January 2026, the appellant filed a Notice of Appeal to the Court of Appeal against the whole of the orders made on 16 December 2025. The orders sought include orders allowing the appeal, dismissing the respondent’s appeal instituted on 29 July 2019, and awarding costs of the appeal to this Court and of the proceeding below in the appellant’s favour. [9] Before turning to the ground of appeal, I propose to outline a framework of both statutory provisions and factual circumstances that are relevant to the resolution of it. There is no dispute between the parties as to the range of those provisions or to the occurrence and sequence of those events. Statutory provisions [10] Part 1 of Chapter 3 of the DA (s 157 – s 204 thereof) imposes landholder duty on relevant acquisitions.5 For a private landholder, the duty is imposed on the dutiable value of the relevant acquisition.6 A relevant acquisition is made when a person acquires a significant interest in a landholder;7 it is also made when the interest of a person who has acquired a significant interest thereafter increases.8 3 Pursuant to Taxation Administration Act 2001 (Qld) (“TAA”) s 54. 4 Pursuant to TAA s 69. 5 DA s 157(1). 6 DA s 157(2)(a). 7 DA s 158(1)(a). 8 DA s 158(1)(c). -- 3 of 17 -- 4 [11] In context, an interest in a corporation is an entitlement as a shareholder to a distribution of the landholder’s property on its winding up.9 For a private landholder, a person has a significant interest in it if the person’s interest is 50% or more.10 [12] Liability for landholder duty imposed on a relevant acquisition arises when the acquisition is made.11 The duty must be paid by the acquirer.12 [13] Other provisions in Part 1 deal with how and when an acquisition of an interest in a landholder may be made. It is unnecessary to refer to them for present purposes. It is common ground that the respondent acquired a significant interest in the landholder GS Venture on 1 November 2017 and again on 20 November 2017, and that each acquisition was therefore a relevant acquisition. [14] It is also unnecessary to refer to further provisions in Part 1 that concern the ascertainment of the dutiable value of a relevant acquisition. No issue arises here as to the dutiable value of either relevant acquisition. [15] This appeal centres upon the issue of whether the two relevant acquisitions of shares in GS Venture are exempt from landholder duty. The appellant contends that they are not exempt, whereas the respondent contends that they are exempt. [16] Chapter 10 of the DA, to which I now turn, is headed “General exemptions”, and Part 1 thereof “Exemptions for particular duties for corporate reconstruction”. This part consists of 5 divisions, the latter two of which are not relevant for present purposes. [17] Division 1 of Part 1 which is constituted by DA s 397 alone, states that Part 1 “provides for exemptions for particular duties on particular transactions carried out for a corporate reconstruction”. The term “corporate reconstruction” has the meaning given to it by DA s 398 in Division 2 of Part 1. That latter division also contains definitions of other terms relevant to these exemptions. [18] Subsection 398(1) enacts that a corporate reconstruction happens if: “(a) through a transaction or series of transactions, property is transferred, or agreed to be transferred, for the purpose of changing a corporate structure to make internal adjustments to corporate arrangements; and (b) the transaction or each transaction is necessary to give effect to the purpose and is not undertaken for any other purpose; and (c) the transfer, or agreement for the transfer, of the property is not 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 other than in the circumstances mentioned in section 412(4).”13 9 DA s 159(1). 10 DA s 159(2). 11 DA s 174. 12 DA s 175(1). 13 DA s 412(4) is not applicable to the circumstances of this case. -- 4 of 17 -- 5 [19] Other definitions in Division 2 are that of a “company” as “a body corporate other than a corporation sole”,14 and those contained in DA s 400 as follows: “(1) If a company is the subsidiary of another company, the companies are group companies. (2) Also, if 2 or more companies are the subsidiary of another company, all the companies are group companies. (3) Each of the group companies is a group company. (4) All companies that are group companies form a corporate group.” [20] A company is a “parent company” of another company if it directly owns at least 90% of the issued shares in the other company and has voting control over that company.15 Whereas, a company is a “subsidiary” of another company if at least 90% of the issued shares in the company and voting control of it is held by either the other company, by one or more other subsidiaries of the other company, or by the other company and one or more of its subsidiaries.16 [21] I preface reference to Division 3 of Part 1 by noting that Chapter 2 of the DA imposes transfer duty on dutiable transactions.17 A dutiable transaction is a transaction with respect to dutiable property of a kind set out in the chapter.18 What constitutes dutiable property is defined in DA s 10. [22] Division 3 of Part 1 of Chapter 10 is headed “Exemptions for corporate reconstructions”. The division consists of four sections, DA s 406 to s 409. Sections 406, 407 and 408 relate to exemptions from transfer duty or vehicle registration duty carried out for a corporate reconstruction. They do not, by their own terms, confer an exemption from landholder duty. It is s 409 that addresses exemption from that latter duty. [23] Section 409(3) enacts that landholder duty is not imposed on an acquisition to which s 409 applies. Relevantly, s 409(2) applies the section “if, under section 406 or 408, a transfer, or agreement for the transfer, of shares, is exempt from transfer duty and the acquisition of the shares by the transferee is a relevant acquisition”. To give efficacy to this subsection, s 409(4) provides that “For subsection (2), sections 406, 407 and 408 apply as if a transfer, or agreement for the transfer, of shares were a dutiable transaction”. [24] Section 406(1) enacts that “Transfer duty or vehicle registration duty is not imposed on a transfer, or agreement for the transfer, of dutiable property carried out for a corporate reconstruction if the conditions in subsection (2) are complied with”. Subsection 406(2) lists those conditions as follows: “(a) the transferor did not hold, and the transferee will not hold, the property as trustee; (b) the transferor and transferee of the property are group companies; 14 DA s 399. 15 DA s 401. 16 DA s 402. 17 DA s 8(1). 18 DA s 9. -- 5 of 17 -- 6 (c) the dutiable transaction has not been made under an arrangement under which— (i) part or all of the consideration for the dutiable transaction has or is to be provided or received, directly or indirectly by a person other than a group company; or (ii) a group company is to be enabled to provide any of the consideration by a person other than as mentioned in subsection (3); or (iii) a group company is to dispose of any of the consideration through a payment or other disposition— (A) to a person other than a group company; or (B) to a person other than by way of loan on ordinary commercial terms; (d) the property transferred is, at the time of the transfer, group property under section 407.” (Emphasis supplied). [25] The parties are agreed that the two relevant acquisitions by the respondent were transfers carried out for a corporate reconstruction and that the first three of the conditions in s 406(2) were satisfied in respect of them. It is with respect to condition (d) that their dispute arises. It concerns whether at the times of their acquisition by the respondent, the shares in GS Venture were group property under s 407. [26] It is the role of s 407 to define the meaning of the term “group property” for intra- group transfer of property. Furthermore, it is s 407(1) that is central to this appeal. Relevantly, that subsection is enacted as follows: “(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 -- 6 of 17 -- 7 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 Note— Section 498A includes provision about when the quotation of securities is suspended. (f) the transferor and transferee have been group companies for 3 years.” (Emphasis supplied). (It is unnecessary to refer to the other subsections in s 407 for present purposes.) [27] Argument in this appeal is focussed upon whether or not the shares in GS Venture acquired by the respondent were group property when they were acquired by it. The appellant contends that they were not, while the respondent contends that they were. Specifically, the respondent’s contention is that the group property requirements of para (a) in s 407(1) were satisfied. It does not rely on any of the other paragraphs in the subsection. I now turn to the factual circumstances to which para (a) is to be applied. Factual circumstances [28] Goldman Sachs Group, Inc (“GS Group”) has been the parent company of a number of subsidiaries including the respondent, GS Venture and its subsidiaries to which reference is made later in these reasons, and GS Holdings. Together, they have been group companies, forming a corporate group as defined in s 400(2) and s 400(4) respectively. [29] GS Venture was incorporated on 6 February 2006. Since that date, GS Group has owned all of the issued shares in GS Venture, either directly or through other subsidiaries. [30] By late 2013, GS Venture owned all the issued shares in subsidiaries, each of which had land-holdings in Queensland, the unencumbered value thereof was more than $2,000,000. Pursuant to DA s 167(2) in Chapter 3, GS Venture’s land-holdings included those of those subsidiaries. Thus, GS Venture itself had land-holdings in Queensland with an unencumbered value in excess of $2,000,000. It was therefore a landholder as defined in DA s 165 in Chapter 3.19 As an unlisted corporation, it was a private landholder pursuant to DA s 165A(1). 19 As were each of its subsidiaries. -- 7 of 17 -- 8 [31] On 10 March 2014, the respondent became a wholly-owned subsidiary of GS Group, its shares being owned directly by a number of other subsidiaries of the parent company. [32] GS Holdings was incorporated as a subsidiary of GS Group on 18 February 2016. At that date and at all material times therefore, the shares in the former were directly owned by the latter. [33] On 1 June 2016, GS Holdings acquired all the ordinary shares in the respondent from other subsidiaries of GS Group. [34] The respondent redeemed non-voting preference shares in it held by another member of the corporate group on 31 October 2017. GS Holdings thereupon became the sole shareholder in the respondent. [35] Between late 2013 and 31 October 2017, the number of subsidiaries of GS Venture which owned interest in land directly multiplied. One of them became an intermediary shareholder between them and GS Venture. None of these events had an impact on the status of GS Venture as a private landholder. [36] Thus by 1 November 2017, GS Group owned directly all the issued shares in GS Holdings and indirectly all the issued shares in GS Venture. GS Holdings owned directly all the issued shares in the respondent. [37] On 1 November 2017, GS Group effectuated the transfer of 64.55% of the issued shares in GS Venture to GS Holdings. Later, on the same day, GS Holdings transferred those shares to the respondent. [38] Thereafter, on 20 November 2017, GS Group effectuated the transfer of 32.82% of GS Venture’s issued shares to GS Holdings. Later, on the same day, GS Holdings transferred those shares to the respondent. [39] Thus, upon the completion of the transactions on 20 November 2017, the respondent had acquired 97.37% of the issued shares in GS Venture by two separate acquisitions. The remaining 2.63% of the issued shares continued to be owned indirectly by GS Group. At this time, the respondent remained directly wholly owned by GS Holdings, which itself remained directly wholly owned by GS Group. The issue in dispute [40] Each of the two acquisitions of shares in the landholder GS Venture by the respondent in November 2017 was a relevant acquisition within the meaning of that term as defined in Chapter 3. In each case, the transferor of the shares was GS Holdings and the transferee was the respondent. [41] For the exemption in s 409 to apply here, both transferor and transferee must have satisfied the requirements in para (a) of s 407(1). GS Holdings, the transferor, became a group company upon its incorporation on 18 February 2016. The respondent transferee had become a group company several years prior to that. [42] The shares in GS Venture transferred to the respondent on 1 November 2017, were owned by the transferor GS Holdings on that day only. Similarly, the shares later transferred to the respondent, were owned by GS Holdings on 20 November 2017 only. Both transferor and transferee were group companies on those two dates of ownership. -- 8 of 17 -- 9 [43] However, the shares in GS Venture transferred to, and acquired by, the respondent on those dates had previously been owned by other group companies, that is to say, other subsidiaries of GS Group, through which it indirectly owned all those shares. The ownership by those entities had begun when they themselves were group companies but before either the respondent or GS Holdings had become a group company. [44] The issue in dispute concerns the ownership that is relevant for the application of para (a) of s 407(1) in this case. If, as the respondent contends, it is the ownership by GS Holdings, then the transferor and the transferee, each having being a group company at the times of that ownership, are group companies which comply with requirement (i) in para (a).20 However, if, as the appellant contends, the relevant ownership is the anterior ownership by other group companies, then the transferor and the transferee, not having being group companies when that ownership commenced, are not group companies which satisfy requirement (i). The reasons at first instance [45] The learned primary judge referred to authoritative judicial observations on the interpretation of revenue statutes.21 At paragraph 34 of his reasons, his Honour said: “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(l)(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.” [46] Having noted the purpose of Part 1 of Chapter 10 as stated in s 397 and the definition of “corporate reconstruction” in s 398, his Honour described the respective contentions of the parties before him as follows: “[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 property22 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’.” [47] The learned primary judge considered the text of s 407 and then made the following observations: 20 There is no dispute that if requirement (i) is satisfied, both the transferor and the transferee also satisfied requirement (ii) in para (a) of s 407(1). 21 At Reasons [31] – [33]. 22 Or, in each case, an interest of at least 90 per cent in the property. -- 9 of 17 -- 10 “[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 property23 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.” [48] After making reference to extrinsic materials which were cited to him, his Honour expressed the following conclusion: “[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,24 or that both the transferor and the transfer[ee] were group companies before the property was first owned by another group company.” The ground of appeal [49] The sole ground of appeal to this Court is as follows: “The primary judge erred at [50] in finding that, on the proper construction of s 407(1)(a)(i) of the Duties Act 2001 (Qld), that the exemption from duty provided by s 406 of the Duties Act 2001 (Qld) is satisfied if both the transferor and the transferee were group companies before the transferor first owned the relevant property, because his Honour ought to have found that, if the parties to a transfer were not both group companies when a group company first owned the property, then the property the subject of a transfer was not group property, and the exemption in s 406 does not apply.” This ground of appeal concerns the proper construction of requirement (i) in s 407(1)(a). 23 Or an interest of at least 90 per cent in the property. 24 Or an interest of at least 90 per cent in the property. -- 10 of 17 -- 11 The approach to construction of s 407(1)(a)(i) [50] Section 407(1)(a) is part of a revenue statute. As to construction of such statutes, Hayne, Heydon, Crennan and Kiefel JJ observed in Alcan (NT) Alumina Pty Ltd v Commissioner of Territory Revenue:25 “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 referred to above. Secondly, the fact that a statute is a taxing Act … is part of the context and is therefore relevant to the task of construing the Act in accordance with those settled principles”.26 [51] Referring to those observations and many other authorities, the learned authors of the third edition of the text Interpretation published in 2024, Messrs Herzfeld SC and Prince, provide the following summary with respect to revenue statutes which I would respectfully adopt: “In this state of authorities, the correct position appears to be as follows. It is first necessary to apply the ordinary rules of statutory interpretation. It is thus not the case that, if there are two reasonably open meanings of a provision, that which is favourable to the taxpayer must be adopted irrespective of any other consideration. So, for instance, a provision introduced by way of an attack on tax avoidance should be given the wide meaning evidently intended, not cut down in the interest of precision. However if, after applying the ordinary rules of interpretation, ambiguity remains, it should be resolved in favour of the taxpayer.”27 [52] Assistance in applying the ordinary rules of interpretation is to be found in the following observations of this Court in Hays Specialist Recruitment (Australia) Pty Ltd v Carey-Schofield:28 “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. 25 (2009) 239 CLR 27 at [57]. 26 His Honour cited those observations at Reasons [31]. 27 At pp 305 – 6 (footnotes omitted). 28 [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 Minister for Immigration and Border Protection [2017] HCA 34; (2017) 262 CLR 362, [14], [35]-[39]; and R v A2 [2019] HCA 35; (2019) 269 CLR 507, [31]-[37], [124]. -- 11 of 17 -- 12 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.”29 Construction of s 407(1)(a)(i) [53] The context within which s 407(1)(a)(i) is located is Part 1 of Chapter 10, the express purpose of which is to provide exemptions for particular duties on particular transactions carried out for a corporate reconstruction.30 Thus, the exemptions so provided are on particular transactions carried out for a corporate reconstruction. They are not provided for all or any transaction carried out for a corporate reconstruction. [54] That the exemptions are for particular transactions only that are carried out for a corporate reconstruction has further contextual support from provisions in Division 3. Section 406 requires that a transfer, or agreement for the transfer, of dutiable property carried out for a corporate reconstruction must meet the conditions set out in subsection (2) thereof in order for transfer duty or vehicle registration duty not to be imposed on the transfer or agreement for transfer. Moreover, the fourth condition, namely that in para (d) of s 406(2), requires that the property transferred be group property under s 407. [55] Section 407(1) which defines group property for s 406(2)(d) consists of six separate paragraphs, each one of which describes a set of circumstances in which property will 29 Also cited by his Honour at Reasons [33]. 30 s 397 in Division 1. -- 12 of 17 -- 13 be group property.31 Unless the circumstances in at least one of those paragraphs are met, property transferred will not be property which satisfies the group property conditions in s 406(2)(d). [56] I infer from this purpose and the contextual features to which I have referred, that each paragraph in s 407(1) is to be interpreted by reference to the express terms in which it is enacted and without an assumption or inference that the purpose of Part 1 to which it belongs is to provide exemptions for transactions at large which are carried out for a corporate reconstruction.32 [57] With regard to para (a), requirement (i) is that the transferor and transferee have been group companies before the property was first owned by the transferor or another group company. Neither the expression “first owned” nor the two words which constitute it, are defined for the purposes of the DA. [58] Significantly, the requirement is that the transferor and the transferee have been group companies before a first ownership of the property commences. The requirement contemplates an ascertainable point in time at which the property becomes first owned and by which the transferor and transferee must already be group companies. The requirement does not contemplate more than one such ascertainable point in time. Nor is it to be expected that it would, given the ambiguity in determining whether the requirement was met that would arise from that. [59] The property transferred may have been owned by another group company before it was owned by the transferor. That that is so is recognised by the words “owned by the transferor or another group company” in requirement (i). In context, the expression “first owned” connotes an ownership by the transferor or by another group company, whichever first occurred. It is the point in time when that ownership commenced, that is the ascertainable point in time to which the requirement is addressed. It is the point in time before which the transferor and transferee must be group companies. [60] That is the meaning that I consider requirement (i) has when the words constituting it are given their ordinary meaning. It accords with the meaning for which the appellant contends. I acknowledge that this meaning could also have been conveyed by use of the words “by a group company” rather than the words “by the transferor or another group company” at the conclusion of the requirement. Nothing turns on the fact that the more concise wording was not used. Indeed, the choice of wording may be attributed to the fact that the word “transferor” introduces the chapeau to s 407(1)(a). [61] I do not agree with the observations of the learned primary judge that the meaning ascertained above requires a reading of the word “or” in the phrase “by the transferor or another group company” as if it was “and”.33 The appellant has not submitted that it should be read that way. That is unsurprising given that such a reading would imply that the relevant ownership had to be a joint one by both the transferor and another group company. 31 The circumstance in the sixth paragraph, (f), is that the transferor and transferee have been group companies for three years. The preceding five paragraphs, (a) to (e), specify five other sets of circumstances for group property notwithstanding that the transferor and transferee have not been group companies for three years. 32 Thus s 407(1) is not a broad beneficial provision for all such transactions of the kind considered in Eichmann v Federal Commissioner of Taxation (2020) 280 FCR 10 to which the respondent referred. 33 At Reasons [34] and [38]. -- 13 of 17 -- 14 [62] The interpretation of requirement (i) for which the respondent contends is one by which alternate first ownerships, that is to say first ownership by the transferor or first ownership by another group company, are each a relevant first ownership independently of the other. I would not accept that interpretation for the following reasons. [63] First, it necessitates a reading of the requirement as if it had been worded differently in significant ways, namely, by the inclusion of the word “either” after the words “group companies”34 and of the words “before such property or interest in it was first owned by” immediately before the words “another group company” at the conclusion. There is no justification for reading the requirement that way. It is not necessary to do so in order to render the requirement comprehensible. [64] Secondly, there are no contextual features which support such an interpretation. Indeed, given that the transferor must have owned the property at the time of transfer, then, if first ownership of that property by it can fix the point in time before which transferor and transferee must be group companies independently of any preceding ownership by another group company, the reference to “another group company” in the requirement would be superfluous. [65] Thirdly, when the requirement is so read, there may be two different and alternative ascertainable points in time at which the transferor and the transferee must be group companies, that is to say, the date of commencement of first ownership by the transferor and the date of commencement of first ownership by another group company. Yet given its ordinary meaning, the requirement contemplates a single ascertainable point in time for determining when the property becomes first owned.35 [66] Fourthly, that interpretation would give rise to disharmony with the continuous ownership requirement in (ii) in s 407(1)(a). The disharmony is explained in para [71] of these reasons. [67] The interpretation of requirement (i) for which the appellant contends, and which I would adopt, is given significant textual support by requirement (ii). The latter requirement addresses the times subsequent to the commencement of the first ownership to which requirement (i) applies. Under it, the transferor and the transferee must have been group companies at all such times “during which the property, or an interest of at least 90% in it, has been continuously owned by the transferor or another group company”. [68] Furthermore, I do not agree with the observations of the learned primary judge at para [44] in his Reasons that a reason to include the words “the transferor or” in requirement (i) was to provide an alternative circumstance for property to be group property, namely, where “the property was brought into the group” when the transferor became a group company.” That cannot be so because, under the requirement, both transferor and transferee must have been group companies before the property become first owned, in that circumstance, by the transferor. [69] Requirement (ii): The circumstance that must be met pursuant to requirement (ii) in s 407(1)(a) is cumulative upon that in requirement (i). Both must be fulfilled. Thus the requirements are closely related contextually. 34 As noted by his Honour at Reasons [38]. 35 See [56] ante. -- 14 of 17 -- 15 [70] It is, I think, quite clear that the ownership requirement in (ii) contemplates a continuity of ownership of the property whether by the transferor, by another group company, or successively by either, after the commencement of the relevant first ownership. So construed, the words “owned by the transferor or another group company” at the conclusion of requirements (i) and (ii) have the same connotation, that is to say, of ownership whether by the transferor, by another group company, or successively by either. [71] By contrast, an interpretation of requirement (i) of the kind for which the respondent contends, namely, that ownership by the transferee could be the relevant first ownership notwithstanding an anterior ownership or ownerships by another group company or other group companies, would not readily reconcile with the necessity for continuous ownership “by the transferor or another group company” in requirement (ii). That is so because the transferor, who must be owner of the property when it is transferred to the transferee, will have been owner of it when the relevant ownership commences. Such ownership, in the ordinary course, will continue until the transfer of the property to the transferee. There would be no ownership by another group company at any relevant time, thus allowing no scope for operation of the words “or another group company” in ascertaining whether there had been a compliant continuous ownership. Extrinsic material [72] Section 14B of the Acts Interpretation Act 1954 (Qld) (“AIA”) has at all material times provided that consideration may be given to extrinsic material capable of assisting in the interpretation of a statutory provision for any of the purposes enunciated in the section.36 One such purpose is to confirm the interpretation conveyed by the ordinary meaning of a provision.37 Extrinsic material includes an explanatory note or memorandum relating to a Bill that contained the provision, which is laid before the Legislative Assembly before the provision was enacted.38 [73] The Duties Bill 2001 preceded the enactment of the DA. It contained a clause 407 in the form in which s 407 was subsequently enacted. At that time, Explanatory Notes relating to the Bill were laid before the Legislative Assembly. Relevantly those Notes contained the following statement: “Clause 407 sets out when property is “group property”. Clause 407(1)(a) and (b) sets out particular circumstances where property will be group property if the companies have been group companies prior to the property being owned by a group member.”39 (Emphasis added). [74] The words in this statement which are emphasised indicate that s 407(1)(a) is referenced to a single first ownership of property, specifically, an ownership that commences when the property is first owned by “a group member”. That expression plainly means any group company, whether it be the transferor or another group company. Thus, the statement supports the interpretation of requirement (i) in s 407(1)(a) which I consider that it has according to the ordinary meaning of the words in which it is enacted. They do not support the interpretation for which the respondent contends. 36 AIA s 14B(1). 37 AIA s 14B(1)(c). 38 AIA s 14B(3)(e). 39 At p 81. -- 15 of 17 -- 16 [75] I would add that even if the subsection were thought to be ambiguous or obscure, consideration might then be given to the Explanatory Notes to provide an interpretation.40 The interpretation that the above statement from it would so provide is that for which the appellant contends. Submissions referenced to Stamp Act 1894 (Qld) [76] The appellant seeks to draw support for the interpretation for which it contends from the Stamp Act 1894 (Qld) (“SA”) which was repealed upon enactment of the DA.41 The SA had contained a s 49C, first enacted in 1970, which was headed “Relief from conveyance and transfer duty upon company reconstruction or amalgamation”. [77] Section 49C(2) set out a number of sets of circumstances which, if shown to the satisfaction of the Commissioner of Stamp Duties, would exempt from stamp duty an instrument of transfer of property between associated companies. One of the sets of circumstances was that companies be associated companies at a time, and for a period of time, both referenced to the ownership of the property by the transferor or another associated company.42 [78] In summary, the appellant’s submission is that that set of circumstances expresses an idea which is re-expressed in DA s 407(1)(a) and that although the re-expression is in different words, such difference appears to be only for the purpose of implementing a different drafting practice. It is further submitted that, consistently with AIA s 14C, the idea as re-expressed must not be taken as different because different language is used. That is all the more so, it is contended, given that the DA is a “rewrite” of the SA.43 [79] A difficulty with this submission arises from the need to characterise the set of circumstances to which I have referred as “an idea” in order for AIA s 49C to have scope for application. It is questionable whether the set of circumstances is apt to be characterised as an “idea”. Furthermore, not only are the words used in s 407(1)(a) significantly different from those used in the circumstance set out in s 49C(2)(c), but also the structures of the wording differ one from the other. I would hesitate to infer that, in this instance, these differences are solely attributable to a different legislative drafting practice. [80] In addition, the wording of the set of circumstances under consideration did not include the expression “first owned”, the meaning of which in requirement (i) has a central role in this case. The utility of the set of circumstances as an aid to interpretation here is diminished on that account. [81] For these reasons, I consider that the wording in which that set of circumstances is expressed does not materially assist in the construction of s 407(1)(a). I do not propose to have regard to it for that purpose. Conclusion [82] For these reasons, I conclude that the transferor, GS Holdings, and the respondent were not group companies before the shares transferred were first owned within the 40 AIA s 14B(1)(a). 41 Pursuant to s 509 thereof. 42 See SA s 49C(2)(c)(iii) and s 49C(2)(c)(iv). 43 Duties Bill 2001 (Qld), Explanatory Notes, p 1. -- 16 of 17 -- 17 meaning of requirement (i) of s 407(1)(a). They did not fulfill that requirement. Thus the shares were not group property that complied with s 406(2)(d) and, further, the relevant acquisitions of the shares by the respondent were not exempt from landholder duty pursuant to s 409 in Chapter 10 of the DA. [83] This appeal ought therefore be allowed and the orders and directions made on 16 December 2025 be set aside. The disallowance of the objections to the assessments of landholder duty ought also be affirmed. Costs ought follow the event. Orders [84] I would propose the following orders: 1. Appeal allowed. 2. The orders and directions made at first instance on 16 December 2025 are set aside. 3. The appellant’s disallowance on 30 May 2019 of the respondent’s objections to the assessments of landholder duty is affirmed. 4. The respondent is to pay the appellant’s costs of the proceeding at first instance and of this appeal. -- 17 of 17 --