La Mancha Group International B.V. v Commissioner of Taxation [2020] FCA 1799

Federal Court of Australia

La Mancha Group International B.V. v Commissioner of Taxation [2020] FCA 1799 File number: NSD 1243 of 2020

Judgment of: DAVIES J

Date of judgment: 16 December 2020

Catchwords: TAXATION – choice of laws – cross-border merger of two foreign companies – application for declaration as to surviving company's rights and liabilities with respect to disappearing company's Australian taxation liabilities –foreign law applies to determine surviving company's status – principle of universal succession applied – Commissioner of Taxation proper contradictor despite consent to declaration – declaration made

Legislation: Family Law Act 1975 (Cth) Foreign Corporations (Application of Laws) Act 1989 (Cth) s 7(3)(a) Income Tax Assessment Act 1936 (Cth) s 175A Judiciary Act 1903 (Cth) s 39B Taxation Administration Act 1953 (Cth) pt IVC, s 14ZZ Directive (EU) 2017/1132 of the European Council and European Parliament of 14 June 2017 relating to certain aspects of company law, art 131(1) Dutch Civil Code (Netherlands) arts 2:309 to 2:333b, 3:116 The law dated 10 August 1915 on commercial companies (Luxembourg) art 1021-17

Cases cited: Australian Competition and Consumer Commission v MSY Technology Pty Ltd [2012] FCAFC 56; 201 FCR 378 Clarence City Council v Commonwealth of Australia [2020] FCAFC 134; 382 ALR 273 Commissioner of Taxation for the Commonwealth of Australia v Tomaras [2018] HCA 62; 265 CLR 434 Federal Commissioner of Taxation v Thomas [2018] HCA 31; 264 CLR 382 John Alexander's Clubs Pty Ltd v White City Tennis Club Ltd [2010] HCA 19; 241 CLR 1 Laing O'Rourke Australia Construction Pty Ltd v Samsung C&T Corporation [2016] WASC 49 McCallum v Commissioner of Taxation (1997) 75 FCR 458 National Bank of Greece and Athens SA v Metliss [1958] AC 509 Oil Basins Ltd v Commonwealth [1993] HCA 60; 178 CLR 643 Sipad Holding ddpo v Popovic (1995) 61 FCR 205