Selling shares in a Hong Kong private company needs a bought note and a sold note (contract notes) plus an instrument of transfer, and all of them must be stamped by the IRD Stamp Office. Since 17 November 2023, each contract note is charged 0.1% of the consideration, or of the shares' value if higher, so buyer and seller together pay 0.2%. Each instrument of transfer is charged a fixed HK$5. A gift needs no contract notes, but the instrument is charged HK$5 plus 0.2% of the value. Contract notes must be stamped within 2 days of a sale effected in Hong Kong (30 days if effected elsewhere). Late stamping costs up to 10 times the duty. There is no Companies Registry form at the time of transfer; the change is shown in the company's next annual return.
Before you start: check the articles
A private company's articles must restrict members' right to transfer shares (section 11 of the Companies Ordinance). Read the transfer clauses in your articles, such as directors' approval or pre-emption rights, before agreeing a deal.
Stamp duty rates (from 17 November 2023)
| Document | Duty |
|---|---|
| Contract note for sale or purchase (bought note and sold note) | 0.1% of the consideration or value, on each note |
| Instrument of transfer, on a sale | HK$5 fixed |
| Instrument of transfer operating as a gift (voluntary disposition inter vivos) | HK$5 + 0.2% of the value of the shares |
Fractions of a dollar are rounded up to the nearest HK$1.
Example (our calculation): a sale of shares for HK$1,000,000, where that isn't below market value: bought note HK$1,000 + sold note HK$1,000 + instrument of transfer HK$5 = HK$2,005 in total.
How unlisted shares are valued
Contract notes are stamped on the price paid. If the price is below the market value of the shares on the date of transfer, duty is assessed on market value instead. For unquoted shares, the Stamp Office works out the value from the company's latest accounts, and may ask for more information.
Documents the Stamp Office asks for
- The articles of association (company incorporated less than 18 months ago) or the latest annual return (NAR1) (18 months or more).
- The latest return of allotment (NSC1) if share capital has increased since then.
- A certified copy of the sale and purchase agreement, or a signed letter confirming there isn't one.
- A statement on whether the company or its subsidiaries hold investments or landed property, with Form IRSD102 if they do.
- If the company has started business: the latest audited accounts, plus certified management accounts up to within 3 months before the transfer if the audited accounts are more than 6 months old, and details of dividends since the last audited accounts.
- For a new company that hasn't started business: a written confirmation by a director, certified public accountant or solicitor, with a copy of the certificate of incorporation.
Deadlines and penalties
| Document | Stamp within |
|---|---|
| Contract note | 2 days after the sale or purchase if effected in Hong Kong; 30 days if effected elsewhere |
| Gift transfer | 7 days after execution; 30 days if executed outside Hong Kong |
| Transfer of any other kind | Before execution; 30 days after if executed outside Hong Kong |
| Late by | Penalty |
|---|---|
| Up to 1 month | 2 × the duty |
| Over 1 month, up to 2 months | 4 × the duty |
| Longer | 10 × the duty |
The Collector of Stamp Revenue can remit penalties in whole or in part on a written request with a full explanation. Stamping can be done online through e-Stamping on GovHK, or in person or by post at the Stamp Office.
After stamping: the company's records
- Companies Registry: no specified form is needed when a transfer takes place. The transfer is reported in the first annual return the company files after it.
- Company registers: record the new member in the register of members, and update the significant controllers register if the transfer changes who has significant control. See our SCR guide.
- Directors: if the seller was also a director and resigns, that change must be reported to the Companies Registry separately. See company secretary requirements.
Related service: Company Secretarial Services (From HK$2,800 / year). We can prepare the transfer documents, arrange stamping and update the registers and the next annual return. The first consultation is free.
Frequently asked questions
How much stamp duty is payable on a share transfer in a Hong Kong private company?
On a sale, 0.1% of the consideration (or the shares' value, if higher) on each of the bought note and the sold note, so 0.2% in total, plus HK$5 for the instrument of transfer. A gift is charged HK$5 plus 0.2% of the value on the instrument.
Who pays the stamp duty?
Duty is charged on each contract note: the bought note and the sold note, at 0.1% each. Agree in the sale and purchase agreement who bears which amount.
Do I need to file a form with the Companies Registry when shares are transferred?
No. No specified form is required at the time of transfer. It is reported in the first annual return the company files afterwards.
What if I stamp late?
The penalty is 2 times the duty if up to 1 month late, 4 times if 1 to 2 months late and 10 times otherwise. The Collector can remit penalties on a written request with reasons.
Sources (official)
- IRD Stamp Office: Stamping procedures and explanatory notes – Stamping of share transfer (PN04A, Nov 2024)
- GovHK: Stamp duty rates (transfer of Hong Kong stock)
- Companies Registry FAQ: Documents relating to share capital (share transfer)
- SME Link (Trade and Industry Department): Company Types
- Companies Registry FAQ: Significant controllers register
This guide is general information, not professional advice. Government fees and deadlines can change, so check the official sources linked above.