Hong Kong proposes reducing the ownership threshold for stamp duty relief on intra-group transfers from 90% to 75%, expanding the relief to more business structures and certain beneficial ownership arrangements.
Hong Kong’s government proposed to introduce changes to stamp duty rules for intra-group asset transfers as proposed in the 2026-27 budget. The Stamp Duty (Amendment) (No. 3) Bill 2026 will be gazetted on 2 October, with first reading and second reading debate scheduled for 14 October 2026 in the Legislative Council.
Lowered ownership threshold opens relief to more enterprises
The Bill reduces the ownership threshold for stamp duty relief from 90% to 75%. Currently, two companies qualify as “associated bodies corporate” only when one owns 90% or more of the other’s issued share capital, or when a third company owns 90% or more of both.
Under the new rules, the definition expands to include other forms of beneficial interests and voting rights beyond issued share capital. This change allows limited liability partnerships, companies limited by guarantee, and similar entities to access the same relief.
Why the change matters for business restructuring
Stamp duty relief applies to transfers of immovable property and Hong Kong stock between associated companies. Businesses often move assets within their groups during expansion and restructuring. The Government said the relaxed criteria will “increase the competitiveness of Hong Kong’s tax regime” by including enterprise types that don’t issue traditional shares.
Many newer business structures exercise ownership through equity interests, participation interests, or other beneficial stakes rather than share capital. The amendment ensures these enterprises can benefit from stamp duty relief on internal transfers.
If passed by the Legislative Council, the Bill will apply to instruments executed on or after 25 February this year.
