Hong Kong: Stamp duty group relief only available to associated companies with issued share capital

Court of Final Appeal decision

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June 20, 2025

The Court of Final Appeal (CFA) on June 16, 2025, upheld the Court of Appeal’s decision and held that stamp duty relief for intra-group share transfers under section 45 of the Stamp Duty Ordinance (SDO) (s.45 relief) is only available to associated companies satisfying the 90% association requirement via issued share capital.

Because the transferor in the intra-group share transfer was a UK limited liability partnership without share capital, the court found that s.45 relief was not available to the transfer.

The case is: John Wiley & Sons UK2 LLP and Another v. The Collector of Stamp Revenue.


For more information, contact a KPMG tax professional:

David Ling | davidxling@kpmg.com

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