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Share transfer pack

Transferring shares takes a resolution, an instrument of transfer, bought and sold notes — and stamping at the Inland Revenue Department. Draft the pack here, free.

What’s in the pack

A share transfer is the one routine filing where getting the paper right is not the end of it: until the instrument is stamped, the transfer is not effective against the company and the register of members should not be written up. The pack below produces every document in the right order.

One Word file with all four documents a Hong Kong share transfer needs. Open any one to see what it does.

1. Board written resolutions

The directors approve the transfer, cancel the seller’s share certificate and authorise a new one for the buyer. Signed by the directors.

2. Instrument of transfer

The document that actually transfers the shares from seller to buyer. Signed by both parties, and carries HK$5 stamp duty on the instrument itself.

3. Sold note

The seller’s record of the sale. Signed by the seller — and one of the two notes the IRD Stamp Office stamps.

4. Bought note

The buyer’s matching record. Signed by the buyer, and stamped alongside the sold note. Until both are stamped and the duty paid, the transfer cannot be registered.

Standard pack for a simple transfer of existing shares for cash between willing parties. Transfers involving share premiums, gifts, group relief, or companies holding property deserve advice first — the Stamp Office will ask for accounts to value the shares.

Create your document

Nothing is uploaded — the document is generated in your browser.

After you sign: stamping is not optional

  1. Sign everything — directors sign the resolutions; the seller signs the instrument and sold note; the buyer signs the instrument and bought note.
  2. Stamp the documents at the IRD Stamp Office — within 2 days of execution if signed in Hong Kong (30 days if signed abroad). Duty is currently 0.13% of the consideration (or market value if higher) from each party, plus HK$5 on the instrument. The Stamp Office will usually ask for the company’s latest accounts to check the value.
  3. Register the transfer — update the register of members, cancel the old share certificate and issue a new one. If the buyer becomes a 25%+ owner, update the significant controllers register too.

Related free tools

Please read. This free tool produces a standard template for a straightforward Hong Kong private company limited by shares. It is general information, not legal or professional advice, and using it does not make you a client of LAULEGA LIMITED. If your articles of association contain special provisions, your shareholding is not simple, or anything is in dispute, take advice before signing. Get started with us if you would rather we did the whole job.