How do I transfer shares in a Hong Kong private company, and what stamp duty applies?
Transfers use a signed instrument of transfer, usually with a sold note and bought note, stamped at the IRD Stamp Office. Stamp duty on the sale is 0.1% each for buyer and seller of the consideration or value if higher, with a fixed HK$5 duty on the instrument of transfer. The company records the change and reports it in the next annual return.
Steps
- Check the articles for transfer restrictions, directors' approval or pre-emption rights.
- Agree the price and sign the instrument of transfer, plus a sold note and a bought note for the sale.
- Stamp the documents at the IRD Stamp Office. For unlisted shares, the Stamp Office can ask for the company's latest accounts or annual return to check value.
- The company's directors approve the transfer if the articles require, update the register of members, and issue a new share certificate.
- Update the significant controllers register if control changes.
- Report the new members in the next annual return (NAR1). No separate form is filed with the Registry for a transfer.
Stamp duty (Hong Kong stock)
- Ad valorem duty is 0.1% of the consideration or value on each of the bought note and sold note, the rate from 17 November 2023 (0.13% before).
- The instrument of transfer carries a fixed duty of HK$5. A transfer by way of gift pays HK$5 plus 0.2% of the value of the shares.
- If the price is below market value, duty can be assessed on the shares' value.
- Time to stamp: the contract notes within 2 days after the sale or purchase if made in Hong Kong (30 days if made elsewhere). The instrument of transfer must be stamped before it is executed, or within 30 days after execution if signed outside Hong Kong. A gift transfer must be stamped within 7 days of execution.
- Late stamping costs a penalty of 2 times the duty if up to one month late, 4 times if up to two months late and 10 times beyond that, which the Collector may reduce.
Tax treatment of any gain is outside this section.
Legal basis
- Stamp Duty Ordinance (Cap. 117), Schedule 1
- Companies Ordinance (Cap. 622), s.627
Sources
Applies to 2026 · Last reviewed 29 October 2026
General information for business owners, not legal, tax or professional advice. Rules change, so check the sources or ask a licensed professional before you act.
Related questions
- What are the business registration fee and levy in Hong Kong now?For certificates starting from 1 April 2026 to 31 March 2027, a one-year business registration certificate costs HK$2,350 (HK$2,200 fee plus HK$150 levy) and a three-year certificate HK$6,170 (HK$5,720 plus HK$450). A branch certificate costs HK$230 for one year.
- How do I change my Hong Kong company name, and what does it cost?Pass a special resolution of the members to adopt the new name, then deliver the notice and resolution to the Companies Registry, which charges HK$295. The change takes effect when the Registrar issues a certificate of change of name. Update contracts, bank accounts and letterheads afterwards.
- What are the late fees if I file the Hong Kong annual return late?Instead of HK$105, the Companies Registry charges HK$870 if the return is up to three months late, HK$1,740 for three to six months, HK$2,610 for six to nine months and HK$3,480 beyond nine months, counted from the return date. Failing to file can also lead to prosecution.
- What ongoing filings and fees apply to a registered non-Hong Kong company?A registered non-Hong Kong company files an annual return within 42 days of the anniversary of its registration. The fee is HK$180 if on time and rises to HK$4,800 if more than nine months late. Changing its name costs HK$1,425. It also renews its business registration.
- How much does it cost to incorporate a company in Hong Kong (Companies Registry fee plus business registration)?The Companies Registry fee is HK$1,545 online or HK$1,720 on paper. On top of that, business registration costs HK$2,350 for a one-year certificate (HK$2,200 fee plus HK$150 levy) or HK$6,170 for three years, for companies incorporated between 1 April 2026 and 31 March 2027. Professional fees are extra.