AbacusHKCPA - Company Formation and Company Registration by Hong Kong Accountants (HKCPA)

Being a shareholder of a limited company, you can transfer your business in 2 different ways :

1. Transfer the shares of the limited company;
2. Transfer the business operating by the limited company.

Transfer of shares is always the simplest method and in most cases, the lowest in cost. For example, being a shareholder of HSBC (the Hongkong Bank and listed in Hong Kong Stock Exchange), you transfer your shares easily without the need of caring what HSBC is actually doing. The only thing you need to do is knowing the value of the HSBC you are transferring, because the stamp duty is based on this.

For a private limited company, you need to prove to the stamp office how much the shares is worthing. Usually, this can be done by the transfer agreement between buyer and seller, the audited financial statements or / and with a recent management account.

Stamp duty is charged at HKD 1 per HKD 1,000 of share value.

Transfer of share is a deal between shareholders.

Transfer of business is more complicated because your company will remain under your ownership. The transfer does not concern you as a shareholder. It is a transaction between your limited company and another company.

As situation differs very much in each specific case, it is advisable to contact us for detail suggestion. However, it is worthwhile to highlight that transfer of business need to comply with the law " Chapter 49 - Transfer of Business Ordinance " in order to protect the interest of both buyer and seller.