Hong Kong Case Law

5 Jul 2024

JOHN WILEY & SONS UK2 LLP AND ANOTHER v. THE COLLECTOR OF STAMP REVENUE

Citation

[2024] HKCA 578

Court

Court of Appeal

Case number

CACV23/2023

Section 45's expression 'issued share capital' is to be understood by reference to its established meaning in the company law context; UK/Hong Kong LLPs do not have issued share capital or company-style shares and membership interests are not issued share capital for s45 purposes. Therefore HoldCo's indirect beneficial membership interest in LLP2 does not satisfy the 90% issued share capital association requirement and s45 relief is not available; the Collector's appeal is allowed and the District Court judgment is set aside.

• Section 45 stamp duty ordinance
• Issued share capital
• Limited liability partnership
• Association test (90% ownership)
• Purposive interpretation
• Relief for associated bodies corporate