Stamp Duty Bill: Intra-Group Transfer Relief Threshold Proposed to Fall from 90% to 75%

Author：Hong Kong Enterprise Service Centre（TCSP TC010205） · Published：2026-11-13 · Last updated：2026-11-13 · Data as of：2026-10

The Stamp Duty (Amendment) (No. 3) Bill 2026 proposes lowering the associated-corporation threshold from 90% to 75% and taking beneficial interests and voting rights into account. If passed, it applies to instruments executed on or after 25 February 2026.

Groups often need to move property or Hong Kong shares between companies when restructuring or expanding. The Government is proposing to relax the stamp duty relief criteria for these intra-group transfers so that more groups can benefit.

The current rules

According to the Inland Revenue Department’s press release of 29 September 2026, transfers of immovable property or Hong Kong stock between associated bodies corporate can be relieved from stamp duty under the Stamp Duty Ordinance. Bodies corporate are currently “associated” if:

one holds 90% or more of the other’s issued share capital; or
a third body corporate holds 90% or more of the issued share capital of each of them.

Main changes in the bill

The Stamp Duty (Amendment) (No. 3) Bill 2026 implements a measure from the 2026-27 Budget. The main changes are:

Threshold lowered to 75%: the required holding falls from 90% to 75%.
Not just issued share capital: other direct or indirect beneficial interests or voting rights will also be taken into account.

Why the change?

A Government spokesman explained that some newer types of entity have no share capital — for example limited liability partnerships and companies limited by guarantee — and ownership of them may be exercised through equity interests, participation interests or other beneficial interests. The wider definition lets these entities benefit from stamp duty relief on intra-group asset transfers too.

When would it take effect?

The bill was introduced into the Legislative Council for first reading, and its second reading debate began, on 14 October 2026. If passed, it will apply to instruments executed on or after 25 February 2026. LegCo records show the House Committee decided on 16 October to form a Bills Committee to scrutinise it; as of 24 October 2026 the records we checked showed no passage. The final provisions are subject to the law as enacted.

What it means in practice

Groups with holdings between 75% and 90% may be able to apply for relief on future intra-group transfers;
Companies that executed relevant instruments on or after 25 February 2026 should watch for the arrangements once the law is passed;
Other conditions of the relief (such as the application procedure and restrictions) depend on the final law and IRD guidance — take professional advice before a transaction.

Sources

Inland Revenue Department press release: Stamp Duty (Amendment) (No. 3) Bill 2026 to be gazetted (29 September 2026) https://www.ird.gov.hk/eng/ppr/archives/26092901.htm
Inland Revenue Department: Stamp duty https://www.ird.gov.hk/eng/tax/sdu.htm

General information only, not legal or tax advice.

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