Hong Kong Company Share Transfer Process

Overview

Share transfers in Hong Kong are governed by the Companies Ordinance (Cap. 622) and the Stamp Duty Ordinance (Cap. 117). The process is efficient and typically completed in 3-5 business days.

Step-by-Step Process

Step 1: Instrument of Transfer. Both buyer and seller sign an Instrument of Transfer (Form IRSD1). This is the legal document transferring ownership.

Step 2: Board Resolution. The board of directors approves the transfer and updates the Register of Members.

Step 3: Stamp Duty. The transfer instrument must be stamped by the Inland Revenue Department (IRD). Rate: 0.2% of transfer value (0.1% buyer + 0.1% seller). Must be settled within 30 days.

Step 4: Update Records. New share certificate issued. Register of Members updated with new shareholder details. Companies Registry notified via Annual Return or Form NSC1.

Step 5: Change of Directors/Secretary. If changing directors or company secretary, file Form NSC1 with Companies Registry within 15 days.

Stamp Duty Costs

Key Legal Requirements

• Transfer must comply with the company's Articles of Association
• Existing shareholders may have pre-emption rights (right of first refusal)
• Bare trustees and nominees must disclose their status
• All transfers must be properly stamped before the company records the change
• The Companies Registry must be notified of changes to directors, secretary, and registered address

FAQ