Who this is for
- Appointing or removing directors or the company secretary
- Moving the registered office
- Changing the company's English or Chinese name
- Allotting new shares
- Selling or gifting shares between shareholders
What's included / not included
Included
- Company search to confirm current records
- Drafting board and members' resolutions (including the special resolution needed for a name change)
- Preparing and filing the relevant Companies Registry forms
- Share transfers: drafting contract notes (bought and sold notes) and the instrument of transfer, calculating stamp duty, and arranging stamping with the IRD Stamp Office
- Updating the registers of members, directors and secretaries and the SCR
- Cancelling old share certificates and issuing new ones
- Advising whether the IRD Business Registration Office and your bank need to be told
Not included
- Government fees and stamp duty
- Share valuation reports, audited or management accounts (if the Stamp Office requires them, we can refer you to an independent practising accountant)
- Legal advice on, or drafting of, share purchase agreements (please consult a solicitor)
- Regulatory approvals for regulated businesses
Government fees and stamp duty
Companies Registry
| Change | Form | Deadline | Fee (HK$) | Source |
|---|---|---|---|---|
| Appointment / cessation of director or secretary | ND2A | Within 15 days | See the CR's current fee schedule | PAM 5 |
| Change in particulars of director or secretary (e.g. address, name) | ND2B | Within 15 days | See the CR's current fee schedule | Same |
| Change of registered office | NR1 | Within 15 days | See the CR's current fee schedule | Same |
| Change of company name | NNC2 | Within 15 days after the special resolution | 295 (HK$55 refundable if unsuccessful) | cr.gov.hk |
| Allotment of shares | NSC1 | Within 1 month of allotment | See the CR's current fee schedule | PAM 5 |
| Share transfer in a private company | No separate CR form | — | — | Reflected in the next annual return |
Stamp duty on transfers of Hong Kong stock (from 17 Nov 2023)
| Document | Rate | Stamping deadline | Source |
|---|---|---|---|
| Contract notes (one sold note, one bought note) | 0.1% each of the consideration or value, whichever is higher — 0.2% in total | 2 days after the sale if effected in Hong Kong; 30 days if effected elsewhere | GovHK stamp duty rates, IRD PN04A |
| Instrument of transfer (any other kind) | HK$5 fixed | Before execution; 30 days after execution if executed outside Hong Kong | Same |
| Transfer by way of gift (voluntary disposition inter vivos) | HK$5 + 0.2% of the value | 7 days after execution; 30 days if executed outside Hong Kong | Same |
- Any fraction of HK$1 is rounded up to the nearest dollar.
- For unlisted shares, value is assessed from the company's latest accounts; if the price is below that value, duty is charged on the value.
- Late stamping penalties: up to 1 month late — 2× the duty; over 1 and up to 2 months — 4×; otherwise — 10× (the Collector may remit wholly or partly).
Example: shares transferred for HK$600,000 (accepted by the Stamp Office as their value): sold note HK$600 + bought note HK$600 + instrument HK$5 = HK$1,205 in total.
Documents required
This is a general document checklist; confirm the applicable items and secure handover arrangements at consultation. Please do not send identity or accounting records through the website form; your consultant will arrange a secure handover.
General changes
- Certificate of Incorporation, Business Registration Certificate, latest NAR1
- New director / secretary: ID, proof of address, consent to act (signed within ND2A)
- Evidence of right to use the new registered office (e.g. tenancy or service agreement)
- Name change: new name (checked as available) and members' special resolution
Share transfers (submitted to the Stamp Office)
- ID of transferor and transferee (incorporation documents for corporate shareholders)
- Articles of association (company under 18 months old) or latest NAR1 (18 months or older)
- Latest NSC1 (if share capital has increased since the articles or last NAR1)
- Certified copy of any share sale agreement, or a letter from the seller or buyer confirming there is none
- Statement on whether the company or its subsidiaries hold landed property (with Form IRSD102 if so)
- Company that has commenced business: latest audited accounts, plus management accounts to a date within 3 months before the transfer if the audited accounts are not made up to within 6 months
- Newly incorporated company not yet trading: written confirmation from a responsible person (e.g. a director), with a copy of the Certificate of Incorporation
- Original share certificate
Process and timeline
Case timing is confirmed during consultation and depends on documents, authorities and third parties. No completion or approval time is guaranteed; statutory deadlines require separate checking.
| Step | What happens | Who | Typical time |
|---|---|---|---|
| 1 | Understand the change; company search | HKESC | Confirmed for the case at consultation |
| 2 | KYC on new directors / shareholders | You + HKESC | Confirmed for the case at consultation |
| 3 | Draft resolutions and forms; you sign | HKESC + you | Confirmed for the case at consultation |
| 4 | File with the Companies Registry | HKESC | For e-filed change forms that pass automatic validation, the CR's 2026-27 pledge is registration within 6 hours; an e-filed name change normally receives its Certificate of Change of Name within 1 hour |
| 5 | Share transfers: calculate and pay stamp duty | HKESC → Stamp Office | Within the statutory deadline; Stamp Office processing depends on whether valuation information is requested |
| 6 | Update registers; issue new share certificates | HKESC | Confirmed for the case at consultation |
Ongoing obligations
- All changes are reflected in the next NAR1 (due within 42 days after the anniversary)
- Changes of business address or name must be notified to the IRD Business Registration Office in writing within 1 month
- If a new shareholder becomes a significant controller, update the SCR
- Late filing: ND2A / ND2B — maximum fine HK$25,000 plus HK$700 per day; NR1 — maximum fine HK$50,000 plus HK$1,000 per day
FAQ
Does a share transfer need to be filed with the Companies Registry?
There is no separate CR form for a share transfer in a private company. The transfer must be stamped, the register of members updated, and the change shown in the next NAR1.
If we transfer shares for a nominal HK$1, is stamp duty negligible?
Not necessarily. Duty is charged on the consideration or the value of the shares, whichever is higher. For unlisted shares, the value is based on the company's net assets in its accounts, so the duty can be far more than a nominal price suggests.
Who pays the stamp duty?
By law, the seller is liable for the sold note and the buyer for the bought note, at 0.1% each. The parties can agree a different commercial split between themselves.
Does the company number change after a name change?
No. The company number and business registration number stay the same; you receive a Certificate of Change of Name.
Can all directors be non-residents?
Yes. A private company needs at least one director who is an individual, with no residency requirement. The company secretary, however, must meet the Hong Kong residence or place-of-business requirement.
What if we file a change late?
Late filing is an offence for which the company and its officers can be fined. Late stamping attracts a penalty of 2 to 10 times the duty, depending on the delay.