Hong Kong · Proposed legislation
Hong Kong advances wider intra-group stamp-duty relief
On 14 October 2026, Hong Kong’s Secretary for Financial Services and the Treasury moved the second reading of legislation that would widen stamp-duty relief for intra-group transfers of Hong Kong property and shares. The Bill remains a proposal and has not been enacted.
- Official document:
- Stamp Duty (Amendment) (No. 3) Bill 2026; Stamp Duty Ordinance (Cap. 117), section 45
- Development date:
- 2026-10-14
A broader association test
The Stamp Duty (Amendment) (No. 3) Bill 2026 advances beyond its 2 October gazettal but has not completed the legislative process. Section 45 of the Stamp Duty Ordinance currently relieves qualifying instruments conveying a beneficial interest in Hong Kong immovable property, or transferring a beneficial interest in Hong Kong stock, between associated bodies corporate. The existing association test principally requires one body to own at least 90% of the issued share capital of the other, or a third body to own at least 90% of each.[1][2][4]
The Bill would replace that narrow share-capital test with a broader associating-interest approach. Association could arise where a body corporate holds at least 75% of another body’s direct or indirect beneficial interests, or is entitled to exercise or control at least 75% of its voting rights. Beneficial interests would include issued-share-capital interests and other ownership interests.[1][2][3]
The proposed test is intended to cover qualifying bodies without issued share capital, including limited liability partnerships and companies limited by guarantee, where the statutory ownership or voting threshold is met. This change broadens the organisational forms capable of qualifying; it does not remove the other conditions and safeguards in section 45.[1][2][3][4]
Retrospective application is proposed
If enacted, the broadened criteria would apply to relevant instruments executed on or after 25 February 2026, the date of the 2026–27 Budget. The Inland Revenue Department is already accepting adjudication requests for instruments that appear to satisfy the proposed regime. It says payment need not be made first in those cases, but relief will only be decided after the legislation is enacted.[1][2][3]
Implications for multinational groups
Groups considering Hong Kong property or share reorganisations should map direct and indirect ownership and voting rights under the proposed 75% test while continuing to test every other condition in section 45. The proposal is not a general exemption, and transactions remain exposed if the Bill does not pass or the existing statutory conditions are not met.[3][4]
Official sources
- [1] Stamp Duty (Amendment) (No. 3) Bill 2026
Government of the Hong Kong Special Administrative Region · Document date: 2026-10-02
Gazette Supplement No. 3, pages C3833–C3851: clause 3 amending Stamp Duty Ordinance section 45; clause 5 adding transitional section 80 and the proposed application to instruments executed on or after 25 February 2026.
- [2] Second reading of the Stamp Duty (Amendment) (No. 3) Bill 2026
Financial Services and the Treasury Bureau · Document date: 2026-10-14
Secretary’s speech, substantive paragraphs following the motion: second reading moved; 75% beneficial-interest and voting-right alternatives; bodies without share capital; proposed application from 25 February 2026.
- [3] Stamp Duty Relief for Intra-group Transfers
Inland Revenue Department of Hong Kong · Document date: 2026-10-14
Section headed ‘Stamp Duty Relief for Intra-group Transfers’: proposed 75% beneficial-interest and voting-right tests, bodies without issued share capital, retrospective date and pre-enactment adjudication arrangement.
- [4] Stamp Duty Ordinance (Cap. 117)
Hong Kong e-Legislation · Document date: 2026-10-21
Current consolidated Ordinance, Part V, section 45(1), (2) and (4)–(6): relief for transfers between associated bodies corporate, 90% issued-share-capital association test and statutory conditions and safeguards.