Stamping Procedure of Share Transfer
A share transfer is a procedure of transferring shares from an existing shareholder to another parties. A limited company which incorporated in Hong Kong must contain a section in its Articles of Association to explain the restrictions of share transfer.
Supporting documents required
- Bought and Sold Notes, also known as Contract Notes
- Instrument of Transfer
- Application Letter (to be submitted to the IRD)
- Purchase and Sale Agreement (not mandatory)
- Copy of the company’s Articles of Association
- If the company has commenced business, the latest audited report and certified management accounts dated no more than three months for the company and its subsidiaries are required
- If the company has not yet commenced business, a letter confirming the same is required
Time for stamping
Stamp duty is payable within the following specified time:-
| Nature of Document | Time for Stamping |
|---|---|
| Contract Note for sale or purchase of any Hong Kong stock | 2 days after the sale or purchase, if effected in Hong Kong; 30 days after the sale or purchase, if effected elsewhere |
| Transfer operating as a voluntary disposition inter vivos | 7 days after execution; 30 days after execution if executed outside Hong Kong |
| Transfer of any other kind | before execution; 30 days after execution if executed outside Hong Kong |
Late penalty
Late stamping is subject to the payment of penalty as below:-
| Stamping Delay | Penalty |
|---|---|
| not exceeding 1 month | 2 times the amount of stamp duty |
| exceeding 1 month but not exceeding 2 month | 4 times the amount of stamp duty |
| in any other case | 10 times the amount of stamp duty |
