Last updated 6 September 2026.
A Hong Kong company must not register a transfer of its shares unless a proper instrument of transfer has been delivered to it — section 150(1). Around that single requirement sits the part that actually costs money: stamp duty of 0.1% on each of the bought note and the sold note, plus HK$5 on the instrument of transfer.
And the figure the duty is charged on is the consideration or the value of the shares, whichever is higher. That one word — value — is what defeats the most common plan in a private share transfer.
Selling at HK$1 does not make the duty HK$1
Shares in a private company that has been trading profitably are worth something, whatever the two parties agree to write on the paperwork. The Stamp Office does not take the stated price on trust for unlisted shares; it works the value out of the company’s own accounts.
| What you provide | How recent it must be |
|---|---|
| Audited financial statements | Within 6 months before the date of the transfer |
| Management accounts | Within 3 months before the date of the transfer, if there are no audited statements inside 6 months |
| Subsidiaries | If the company does not prepare consolidated statements, the net asset value of each subsidiary is required |
The practical consequence is a sequencing one. A company whose last audit is fourteen months old and which has no recent management accounts is not ready to transfer shares — the accounts have to be brought current first, which takes as long as it takes. This is the step that turns a “simple” share transfer into a two-month exercise.
What the duty actually is
| Document | Rate |
|---|---|
| Contract note | 0.1% of the consideration or its value, on every sold note and every bought note — so 0.2% across the pair |
| Transfer as a gift | A voluntary disposition inter vivos: HK$5 + 0.2% of the value of the stock |
| Transfer of any other kind | HK$5 |
These rates took effect on 17 November 2023. Note the middle row, because it closes the obvious loophole: giving the shares away rather than selling them does not avoid the ad valorem charge. A gift attracts 0.2% of value plus the HK$5, which is the same 0.2% a sale attracts across its two notes.
If you remember 0.13%, you are remembering 2021
This is worth stating plainly, because the wrong figure is still widely quoted. The rate per note has moved three times this century:
| Period | Rate on every bought and sold note |
|---|---|
| 1 September 2001 – 31 July 2021 | 0.1% |
| 1 August 2021 – 16 November 2023 | 0.13% |
| 17 November 2023 onwards | 0.1% |
0.13% was correct for a little over two years, which is long enough that a good many advisers, templates and online calculators still carry it. The Stamp Duty (Amendment) (Stock Transfers) Bill 2023 brought it back to 0.1%, and that is the rate in the Inland Revenue Department’s current table. If a quote you have been given works out at 0.26% of value across the pair rather than 0.2%, it was priced under the old rate.
The instrument, and who can refuse
Section 150(1): a company must not register a transfer of shares in the company unless a proper instrument of transfer has been delivered to the company.
Section 150(2): this does not affect the company’s power to register as a member a person to whom the right to shares has been transmitted by operation of law.
Subsection (2) is the death-and-bankruptcy case. Where shares pass by operation of law rather than by agreement, there is no instrument of transfer to deliver, and the company can still register the new holder.
For an ordinary sale, two things in the company’s own articles decide whether the transfer can happen at all, and neither is in the Ordinance:
- Pre-emption rights — existing shareholders may have to be offered the shares first, on the same terms.
- Directors’ discretion to refuse registration — most private company articles keep it, and it is exercisable regardless of what the buyer and seller have agreed.
Read the articles before you agree a price, not after the instrument is signed.
There is no Companies Registry filing
This catches people who have just done an allotment and expect the same rhythm. An allotment triggers a return to the Registry within one month. A transfer triggers nothing at the Registry at all. The company updates its register of members, and the change becomes publicly visible only when the next annual return is delivered.
Which puts a lot of weight on a document nobody outside the company sees. If the register of members is not properly maintained, there is no contemporaneous record of who owns the company between one annual return and the next — and reconstructing it years later, when it matters for a sale or a dispute, is genuinely difficult.
The transfer may also change who has to appear on the significant controllers register. Anyone crossing 25% becomes a significant controller; anyone dropping below it stops being one. Both are registrable changes.
When e-Stamping will not take it
Most straightforward transfers can be stamped electronically. The Inland Revenue Department’s e-Stamping service does not handle unlisted shares where there are multiple classes of share, contingent consideration, a loan attached to the sale, or a declaration of trust. Those go through the Stamp Office the longer way, so build the extra time in.
The order to do it in
- Check the articles — pre-emption rights and the directors’ power to refuse.
- Bring the accounts current if the last audited statements are older than six months.
- Sign the instrument of transfer and the bought and sold notes.
- Stamp them, paying duty on consideration or value, whichever is higher.
- Board resolution approving the registration of the transfer.
- Update the register of members and issue new certificates.
- Update the significant controllers register if the 25% line was crossed either way.
There is a free instrument of transfer generator if you want to see the document before committing to the transaction.
Selling or buying shares in a Hong Kong company?
818hi.com and laulega.com are both operated by LAULEGA LIMITED, a Hong Kong licensed trust or company service provider. We prepare the instrument and notes, handle the stamping, and keep the register of members correct afterwards.
See the compliance serviceFrequently asked questions
How do you transfer shares in a Hong Kong company?
A proper instrument of transfer must be delivered to the company before it may register the transfer (section 150(1) of the Companies Ordinance). The instrument and the bought and sold notes are then stamped, the directors approve registration, and the register of members is updated.
How much is stamp duty on a Hong Kong share transfer?
With effect from 17 November 2023, 0.1% of the consideration or its value on every sold note and every bought note — 0.2% across the pair — plus HK$5 on the instrument of transfer. A transfer operating as a voluntary disposition inter vivos attracts HK$5 plus 0.2% of the value of the stock.
Can I avoid stamp duty by selling the shares for HK$1?
No. Duty is charged on the amount of the consideration or of its value, whichever is higher. For an unlisted company the Stamp Office ascertains value from the company’s latest accounts, so a nominal price on the paperwork does not reduce the duty.
What accounts does the Stamp Office need?
Audited financial statements dated within 6 months before the transfer, or management accounts within 3 months before it if there are no audited statements inside that window. If the company has subsidiaries and does not prepare consolidated statements, the net asset value of the subsidiaries is required.
Does a share transfer have to be filed with the Companies Registry?
No. Unlike an allotment, which requires a return within one month, a transfer involves no Registry filing. The company updates its register of members, and the change appears publicly in the next annual return.
Is stamp duty on Hong Kong share transfers 0.1% or 0.13%?
It is 0.1% per note now. The rate was raised from 0.1% to 0.13% on every bought and sold note with effect from 1 August 2021, and reduced back to 0.1% with effect from 17 November 2023 by the Stamp Duty (Amendment) (Stock Transfers) Bill 2023. The 0.13% figure is still widely quoted but applies only to instruments executed between those dates.
Can the directors refuse to register a transfer?
Usually yes. Most private company articles reserve a discretion for the directors to refuse to register a transfer, and may also give existing shareholders pre-emption rights. Both are matters for the articles rather than the Ordinance, so check them before agreeing a sale.
Statutory references are to the Companies Ordinance (Cap. 622) and the Criminal Procedure Ordinance (Cap. 221) as in force at the date above; form names are the Companies Registry’s specified forms. Reviewed by Di Ma, responsible officer of LAULEGA LIMITED, a Hong Kong licensed trust or company service provider (TCSP licence TC000573). General information about Hong Kong law, not advice on your particular company.