Preliminary Proposed Enhancements To The Stamp Duty Relief For Intra-group Asset Transfer

• Published date: 09 March 2026
• Subject Matter: Corporate/Commercial Law, Litigation, Mediation & Arbitration, Corporate and Company Law, Trials & Appeals & Compensation
• Law Firm: KPMG
• Author: KPMG &nbsp

Summary

The HKSAR Government has released its preliminary proposed enhancements to the stamp duty relief for intra-group asset transfers under section 45 of the Stamp Duty Ordinance (section 45 relief). This follows the 2026/27 Budget delivered on 25 February 2026, which announced that the scope of section 45 relief will be expanded. Subject to the enactment of the relevant legislative amendments, the proposed enhancements apply to the relevant instruments executed on or after 25 February 2026.

Background

The Court of Final Appeal (CFA) held in John Wiley & Sons UK2 LLP and Another v The Collector of Stamp Revenue¹ (the John Wiley case) that for the purposes of the section 45 relief, the '90% association test' for bodies corporate has to be met via beneficial ownership in issued share capital. Subsequent to the CFA judgment, we (and various stakeholders) have made submissions to the government advocating for a modernisation of the section 45 relief regime to keep pace with the emerging forms of business entity that are commonly used by business groups and to make the regime more competitive.

In the 2026/27 Budget Speech² delivered on 25 February 2026, the government proposed a few business-friendly stamp duty measures. One of them is to relax the criteria for section 45 relief to expand its scope of application (the enhanced section 45 relief).

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