Aurizon Holdings Limited v Commissioner of Taxation [2022] FCA 368

Federal Court of Australia

Aurizon Holdings Limited v Commissioner of Taxation [2022] FCA 368 File number(s): NSD 1278 of 2020

Judgment of: THAWLEY J

Date of judgment: 8 April 2022

Catchwords: TAXATION – where amount paid to company by sole shareholder expressed to be for nil consideration and not in exchange for further shares – where amount adjusted to contributed equity of the company constituted, at the time, solely by share capital – whether contributed amount properly characterised as an 'amount of share capital' within meaning of Income Tax Assessment Act 1997 (Cth) – amount properly characterised as share capital TAXATION – whether declaratory relief should be declined because an alternative and more appropriate remedy was available to the applicant – whether applicant should have sought private ruling from Commissioner – purpose of statutory scheme for private rulings before the Commissioner – declaratory relief not declined on discretionary grounds – declaratory relief to be granted

Legislation: Corporations Act 2001 (Cth) Federal Court of Australia Act 1976 (Cth) s 21 Income Tax Assessment Act 1997 (Cth) ss 197-50, 975-300 Infrastructure Investment (Asset Restructuring and Disposal) Act 2009 (Qld) ss 2, 5, 6, 9, 11 Judiciary Act 1903 (Cth) s 39B Taxation Administration Act 1953 (Cth) ss 375-5, 357-60

Cases cited: Archibald Howie Pty Ltd v Comissioner of Stamp Duties (1948) 77 CLR 143 Cable & Wireless Australia & Pacific Holding BV (in liq) v Commissioner of Taxation [2016] FCA 78; (2016) 110 ACSR 616 Cable & Wireless Australia & Pacific Holding BV (in liq) v Federal Commissioner of Taxation [2017] FCAFC 71; (2017) 251 FCR 483 Coca-Cola Amatil Ltd; Ex parte Coca-Cola Amatil (1998) 44 NSWLR 343 Commissioner of Taxation v Futuris Corporation Limited [2008] HCA 32; (2008) 237 CLR 146 CSL Australia Pty Ltd v Minister for Infrastructure and Transport [2014] FCAFC 10; (2014) 221 FCR 165 Deputy Commissioner of Taxation v PM Developments Pty Ltd [2008] FCA 1886; (2008) 173 FCR 247 Dranichnikov v Minister for Immigration and Multicultural Affairs [2003] HCA 26; (2003) 197 ALR 389 Drown v Gaumont-British Picture Corporation Ltd [1937] Ch 402 Glennan v Commissioner of Taxation [2003] HCA 31; (2003) 77 ALJR 1195 In re Duff's Settlements; National Provincial Bank Ld v Gregson [1951] Ch 923 Kellar v Williams [2000] 2 BCLC 390 at 395; [2000] UKPC 4 Knowles v Secretary, Department of Defence [2020] FCA 1328 National Mutual Life Association of Australia Ltd v Federal Commissioner of Taxation [2009] FCAFC 96; (2009) 177 FCR 539 Quatro Ltd v Argo Investments Ltd [1999] VSC 171; (1999) 32 ACSR 239 Rahman v Commissioner of Taxation [2017] FCA 1128 Re McBain; Ex parte Australian Catholic Bishops Conference [2002] HCA 16; (2002) 209 CLR 372 St George Bank Ltd v Federal Commissioner of Taxation [2009] FCAFC 62; (2009) 176 FCR 424 The Commissioners for HM Revenue and Customs v Alan Blackburn Sports Limited [2008] EWCA Civ 1454 Tooth & Co Ltd v Council of the City of Parramatta (1955) 97 CLR 492