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Transfer of Share - Fees and Procedures for Transfer of Shares in a Hong Kong Private Company

Transfer of Share - Fees and Procedures for Transfer of Shares in a Hong Kong Private Company

1. Our Fees for Handling Share Transfer

Our fees for handling the transfer of share(s) in a private company registered in Hong Kong are USD260.

2. Our Services

The fees cover the following services:
(1) Review Articles of Memorandum and Association of the subject company and the Register of Members
(2) Prepare Minutes of Directors?Meeting and Share Transfer Instrument and Bought and Sold Note
(3) Arrange to have the Transfer Instrument and Bought and Sold Note executed and stamped by the Hong Kong Stamp Duty Office and payment of Stamp Duty
(4) Arrange to cancel the old share certificate held the existing shareholder and issue new share certificate to the new shareholder (and existing shareholder)
(5) Update the Register of Members
(6) Delivery of new share certificate and stamped instrument of transfer and bought and sold note.

Please note delivery charge and stamp duty are not included in the fees stated above.

3. Documents and Information Needed to be Provided by Clients

In order to enable us to prepare the documents for transfer of shares, we need to have the following information and documents:

(1) A copy of the Memorandum and Articles of Association of the subject company
(2) The latest Register of Members
(3) The amount of shares to be transferred and the value of consideration
(4) The name of the seller (Transferor)
(5) A copy of the passport or identity card and residential address of the new shareholder (transferee)
(6) A copy of the latest audited financial statements (and/or latest management accounts)

If Kaizen acts as company secretary and auditor of the subject company, then client only needs to prepare items (4) and (5).

4. Time Frame for Processing a Share Transfer

The transfer of share could be completed in 3-5 days, depending on the schedule of the client. The process works like this:

(1) Client provides the information and documents required for the transfer: client schedule
(2) Kaizen prepares the Instrument of Transfer and Bought and Sold Note and minutes and other transfer documents: 1 day
(3) Kaizen then arranges the transferor and transferee to sign the transfer documents: client schedule
(4) Kaizen delivers the transfer documents together with the supporting documents to the Stamp Duty Office for execution and payment of stamp duty: 1 day
(5) Kaizen then prepares new share certificates and update the Register of Members and deliver the who set documents to client.

In any case that the client (both the transferor and transferee) could come to our Hong Kong office to sign the share transfer documents and rush service is required, the whole process could be done in 1 day. Rush service fee will be charged.

5. Calculation fo 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 a net assets of HKD10,000, and the percentage of interest to be transferred is 50%, then the amount of stamp duty payable would be:

(HKD10,000 x 50% x 0.1%) x 2 + HKD5 = HKD15

See also: Fees and Procedures for Allotment of Shares in a Hong Kong Private Company

For further information or assistance, you may email us at enquiries@bycpa.com or, alternatively, call and talk to us at the numbers listed below:

Hong Kong Office: +852 2341 1444
Singapore Office: +65 6883 1061
Shenzhen Office: +86 755 8268 4480
Shanghai Office: +86 21 6439 4114
Beijing Office: +86 10 6210 1890

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