|
(1) |
Answering client’s questions regarding the transfer of shares; |
|
(2) |
Review Articles of Association of the subject company and the Register of Members. |
|
(3) |
Review financial statements, calculation of stamp duty payable and advise client of the same; |
|
(4) |
Prepare Minutes of Directors’ Meeting and Share Transfer Instrument and Bought and Sold Note. |
|
(5) |
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. |
|
(6) |
Arrange to cancel the old share certificate held the existing shareholder and issue new share certificate to the new shareholder (and existing shareholder). |
|
(7) |
Update the Register of Members. |
|
(1) |
The transfer of shares from one shareholder to another person is counted as one transfer. The transfer of shares from one person to two persons or from two persons to one person are counted as two transfers. |
|
(2) |
Stamp duty is not included in the fees stated above. A detailed illustration of the calculation of stamp duty is provided in Section 5 of this quotation. |
|
(3) |
Same day service is available for an extra fee of USD150. |
|
(4) |
If a sales and purchase agreement is executed, the agreement should also be stamped. |
|
(5) |
Out-of-pocket disbursements are not included in the fee quoted above. |
|
(1) |
Copy of the Certificate of Incorporation, Articles of Association and the latest the latest Annual Return. |
|
(2) |
The latest Register of Members. |
|
(3) |
The name of the seller (Transferor). |
|
(4) |
The number of shares to be transferred and the value of consideration. |
|
(5) |
A copy of the passport or identity card (Hong Kong resident only) and residential address proof of the transferee. |
|
(6) |
The original copy of the share transfer agreement, if any. |
|
(7) |
A copy of the latest audited financial statements and/or the management accounts prepared up to a date within 3 months of the transfer. |
|
(8) |
A copy of consolidated financial statements (where the company is a holding company) or a copy of financial statements of each of its subsidiaries. |
|
(9) |
Where the company holds any real estate, a detailed list of properties. |
|
Step |
Description |
Day |
|
1 |
Client confirms with Kaizen of the engagement for transfer of shares, and at the same time deliver to Kaizen the materials listed in Section 3. |
1 |
|
2 |
Kaizen reviews the materials provided by client and confirm with client the amount of stamp duty payable. (Note 1) |
1 |
|
3 |
Kaizen issues and send its invoice (for service fee and stamp duty payable) to client and client settles our invoice. |
Client schedule |
|
4 |
Kaizen arranges to verify the identification documents of the transferee. Or client can arrange certification and deliver the certified copy to Kaizen. |
Client schedule |
|
5 |
Kaizen prepares share transfer documents and deliver them to client. |
1 |
|
6 |
Client signs the share transfer documents and return the signed documents Kaizen |
Client schedule |
|
7 |
Kaizen arranges to have the share transfer documents stamped |
1 |
|
8 |
Kaizen prepares new share certificate, updates the register of member and register of significant controller. |
1 |
|
9 |
Kaizen delivers capital increase documents to client for retention/safe custody. Process completed |
1 |
|
Total: 2 days up |
||
|
(1) |
The amount of stamp duty payable calculated by Kaizen based on the material provided by client could be different from that assessed by the Stamp Duty Office. The final amount is to be determined by the Stamp Duty Office. If the amount determined by the Stamp Duty Office is higher than that calculated by Kaizen, client will need to make up the difference. |
|
(2) |
In a complicated case where Kaizen is not able to determine the amount of stamp duty payable, Kaizen may need to send the transfer documents to Stamp Duty Office for assessment. This will increase both the time and costs. |
|
(3) |
A transfer of share(s) is not required to be registered with the Companies Registry and therefore the change of shareholder is not readily available for public inspection in the Companies Registry. Instead, any such changes are reflected in the next Annual Return. |
|
(4) |
After the share transfer process is completed, the company should send an updated Register of Member to its banker to update its records with the bank. |
|
(1) |
The share transfer involves the transfer of the full beneficial ownership. |
|
(2) |
If the value of share(s) or consideration is stated in a currency other than Hong Kong dollar, it is required that the share values be converted to their equivalents in Hong Kong dollars. |
|
(3) |
Late stamping not exceeding 4 years with no request for remission of penalty. |
|
(4) |
Adjudication on nominee agreement or sales and purchase agreement cannot be requested. |
|
(1) |
Stamped Instrument of Transfer and Bought and Sold Note; |
|
(2) |
Stamped share transfer agreement (if applicable); |
|
(3) |
Updated Register of Members; |
|
(4) |
Updated Register of Transfers; |
|
(5) |
Confirmation of significant controller and register of significant controller; |
|
(6) |
Board minutes/written resolutions authorizing the transfer(s); |
|
(7) |
Share certificate(s). |
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