How to Transfer or Issue Shares in a Hong Kong Company (2026)

Signing over the shares is the easy part of changing who owns a Hong Kong company. The paperwork after the signature decides whether the change actually counts.

That surprises most founders. They ask a lawyer to draft a sale agreement, sign it and assume the job is done. Then the questions start. Does the transfer need stamping, and by when? Who pays the duty? Does the Companies Registry need to be told? And why is the bank asking for an updated register of members?

Miss the stamping deadline and the penalty can reach 10 times the duty you owed.

This guide covers both ways to change your shareholders: transferring existing shares and issuing new ones. It sets out what each route needs and what it costs, based on the Companies Ordinance and the Stamp Office's own procedures. From the company secretary side, the same few steps are the ones that get missed most often.

Transfer or Allotment: Which One Do You Need?

Start by deciding whether you're moving existing shares from one person to another, or creating new shares. The two routes need different approvals and filings, and only one of them is taxed.

A typical transfer is a co-founder selling out or a parent company taking over a stake. A typical allotment is an investor putting money into the company in exchange for new shares.

How to Transfer Shares in a Hong Kong Company

A share transfer moves legal title through an instrument of transfer and records the sale through two contract notes, a bought note and a sold note. Here's the order to do it in.

Step 1: Check Your Articles of Association

Under the Companies Ordinance, shares are transferable in accordance with the company's articles. Read your articles of association before you agree anything with a buyer. Some articles give existing shareholders a right to buy first, or let the directors refuse a transfer. If yours say nothing about either, those restrictions don't apply.

Step 2: Agree the Price and Work Out the Value

Stamp duty is charged on the price paid, but if that price is below the market value of the shares, the Stamp Office assesses duty on the market value instead. For shares in a private company, the Stamp Office works out the value from the company's latest accounts.

So if you sell all the shares in a company with HKD 2 million of net assets for HKD 1, duty is assessed on the HKD 2 million, not the HKD 1. Agree the price with that in mind.

Step 3: Prepare the Transfer Documents

You'll need:

• A bought note and a sold note, the contract notes recording the sale. Each must state the number of shares and the price, among other details.
• An instrument of transfer, signed by the seller and the buyer, which transfers legal title.
• A board resolution approving the registration of the transfer.
• The sale and purchase agreement, if there is one, or a signed letter confirming that no agreement exists.

Your company secretary usually prepares these. If you're gifting shares rather than selling them, you don't need contract notes, but the instrument of transfer is stamped on the full value of the shares (see the stamp duty section below).

Step 4: Get the Documents Stamped on Time

The Stamp Office's procedures for share transfers set these deadlines:

You can stamp online through e-Stamping or in person at the Stamp Office. Online stamping isn’t available for some transfers, including transfers of shares in companies with more than one class of shares and sales that include a shareholder loan. Those go to the counter.

The Stamp Office also asks for supporting documents so it can check the value, including:

• The company's articles (if incorporated less than 18 months ago) or its latest annual return
• The latest return of allotment, if share capital has increased since then
• A statement on whether the company or its subsidiaries hold any landed property
• The latest audited accounts, plus management accounts dated within 3 months of the transfer if the audited accounts end more than 6 months before it

If your company hasn't started trading and has no audited accounts, a written confirmation from a director, CPA or solicitor replaces them. If your audited accounts are out of date, bring your bookkeeping and accounting records up to date first, because the management accounts have to come from them.

Step 5: Register the Transfer

Once the documents are stamped, the buyer or seller lodges the transfer with the company. The Companies Ordinance (section 151) gives the company 2 months to either register the transfer or send both parties a notice of refusal.

If the board refuses, either party can ask for the reasons, and the company must give them, or register the transfer, within 28 days. Either party can also apply to the court for an order to register it.

Step 6: Update Your Company Records

• Enter the new shareholder in the register of members and cancel the seller's entry for the shares sold.
• Issue a new share certificate to the buyer.
• Update your significant controllers register if anyone now holds more than 25% of the shares or voting rights, or has stopped doing so.
• Check that your next annual return (Form NAR1) shows the new shareholding.

No form goes to the Companies Registry at the time of a transfer. That's a common mix-up with allotments, which do need one.

Stamp Duty on a Hong Kong Share Transfer

Since 17 November 2023, stamp duty on transfers of Hong Kong stock has been 0.1% for the buyer and 0.1% for the seller, according to KPMG's summary of the rate change. It's charged on the price or the market value, whichever is higher. Each side pays its own 0.1% (the buyer on the bought note, the seller on the sold note) unless your sale agreement says otherwise.

Example: you sell 10,000 shares for HKD 500,000, and that's at or above their value. The bought note and sold note are each stamped at HKD 500, and the instrument of transfer at HKD 5. Total duty: HKD 1,005.

Late Stamping Penalties

On the example above, stamping three months late turns HKD 1,005 of duty into a penalty of over HKD 10,000. You can ask the Stamp Office in writing to reduce the penalty, with an explanation and evidence, but it's not automatic.

Issuing new shares doesn't attract stamp duty, because no existing shares change hands.

How to Issue New Shares in a Hong Kong Company

Issuing new shares, known as an allotment, brings in a new shareholder or increases an existing shareholder's stake without anyone selling.

1. Get shareholder approval in advance. Under section 141 of the Companies Ordinance, directors can only allot shares if the company has approved it by resolution beforehand. The approval can cover one allotment or give the directors a general authority, but a general authority expires, usually at the next annual general meeting or the deadline for holding it, whichever comes first, so check it's still valid before you rely on it. Under section 140, an offer to all existing shareholders in proportion to their holdings doesn't need this approval.
2. Allot the shares by board resolution, and collect the subscription money or other agreed consideration.
3. File a return of allotment (Form NSC1) with the Companies Registry within one month. It includes a statement of capital showing the company's share capital after the allotment.
4. Update your records: enter the new holding in the register of members, issue share certificates and update the significant controllers register if needed.

A private company can have up to 50 members, not counting employees, so check where you stand before bringing in several new shareholders at once.

The Companies Registry can fine a company up to HKD 25,000 for each late return of allotment, plus HKD 700 a day while the default continues.

What Else to Update After a Shareholder Change

Changing shareholders doesn't automatically change anything else, which is why a few loose ends often get left behind:

• Directors: a new shareholder doesn't become a director. If they're joining the board, file the change of director with the Companies Registry within 15 days.
• Your business account: account providers usually ask for updated ownership documents when a shareholder above their reporting threshold changes. Send them the updated register of members and the new shareholder's identity documents early.
• Shareholders' agreement: if you have one, check whether it needs a new party or a deed of adherence.
• Annual accounts: the change appears in your next audited accounts, and share movements during the year must match your audit report.

How Statrys Handles Shareholder Changes

If Statrys is your company secretary, we maintain your statutory records and significant controllers register as part of the service. Our team can also prepare the transfer or allotment documents, including any return of allotment, as an additional service.

If your current secretary isn't responsive, you can switch your company secretary to Statrys. Setting up a new company instead? Start with Hong Kong company registration.