Hong Kong Private Company – Procedures and Fees for Transfer of Shares

Unless otherwise indicated, the private company mentioned anywhere in this quotation refers to a private company limited by shares incorporated in accordance with the Hong Kong Companies Ordinance.

Summary

When a shareholder of a Hong Kong private company decides to transfer the shareholding to another person, the transferor and the transferee shall sign a set of share transfer documents and submit it to the Hong Kong Inland Revenue Department for stamping and pay according to the stamp duty rate. The stamped documents will mail to the company, the old share certificate will be cancelled, new share certificate will be issued. The name of the new shareholder will record on the register of shareholders, the share transfer procedure is completed.

Our fees for the transfer of shares for Hong Kong Private Company is HKD2,500 for the first transfer and HKD1,500 for the second and thereafter. Our fees include the preparation of share transfer documents and arrangement to have the documents stamped etc.

The procedure for the transfer of share takes around 2 to 3 working days, starting from the day we receive the duly signed transfer documents. We could provide expedited service, it will be done within the same day, it will quote upon request.

If the share transfer is an intra-group transfer, the group may apply exemption from the stamp duty. The quotation provided does not include the service for stamp duty exemption, the fee will quote upon request. 

1. Hong Kong Company Fees of Share Transfer

Our service fees for transfer of shares of a Hong Kong Private Company is HKD2,500 for the first transfer and HKD1,500 for the second and thereafter. The fees quoted including the following service:

(1) Review the Articles of Association of the subject company;
(2) Prepares the board of directors meeting minutes about the transfer of shares;
(3) Prepares for the share transfer documents and to provide the documents to the Hong Kong Stamp Duty Office and pay for the Stamp Duty;
(4) Issue the new shares and prepares for the share certificate;
(5) Update the Register of Members.

The transfer of shares from one shareholder to another person is counted as one transfer. The transfer of shares from one person to two persons or from two persons to one person are counted as two transfers.

Please note that the courier fee and stamp duty are not included in the fees stated above. The rates of stamp duty could refer to part 3 of this quotation. Please note that the agreement for share transfer or other same nature of documents is not included in the fees stated above. Kaizen could assist to prepare the agreement for share transfer or assist to arrange a lawyer to prepare the agreement of share transfer, these will quote upon request.

2. Required Documents and Materials

Client needs to prepare the following documents before the procedure of share transfer.

(1) An audited financial statement of Hong Kong Company. If there are no audited financial statement, a latest financial statement will be required. For holding company, a consolidated financial statement is required.
(2) A copy of Articles of Association of the subject company;
(3) The company registration certificate;
(4) A copy of the passport or identity card and residential address of the new shareholder (transferee);
(5) The number of shares to be transferred and the value of considered;
(6) A copy of the share transfer agreement, if any. 

3. Procedures and Estimated Time Frame for Share Transfer

The procedures for the share transfer of the Hong Kong Company are:

(1) Client provides the required information and documents for the share transfer;
(2) Kaizen prepares the documents of share transfer;
(3) The transferor and transferee sign in the transfer documents;
(4) Kaizen delivers the documents to the Stamp Duty Office and process the stamp duty of the share transfer;
(5) Kaizen prepares the stock certificate and update the Register of Members;
(6) Kaizen send the stock certificate and updated Register of Members to client. The procedures are completed,

The procedure for the transfer of share takes around 2 to 3 working days if the documents provided by clients are well provided. We could provide expedited service, it will be done within the same day, the service fee will be HKD1,000.

4. Calculation for Stamp Duty

The amount of stamp duty to be paid is calculated as following:
(Amount of Consideration (or net assets of the subject company x % of interest to be transferred) x 0.1%) x 2 + HKD5

For example, if the subject company has net assets of HKD1,000,000 and the percentage of interest to be transferred is 50%, then the amount of stamp duty payable by each transferor and transferee would be:
(HKD1,000,000 x 50% x 0.1%) x 2 + HKD5 = HKD1,005

5. Registration Documents Returned to Client

After the procedures of share transfer, Kaizen will return the following documents for client retain:

(1) The board of resolution involved the transfer of shares;
(2) The transfer of shares with the stamp duty;
(3) The stock certificate of the new shareholder;
(4) Updated Register of Members
(5) Updated Register of Transfers