Press Summary (English)

Press Summary (Chinese)

FACV No. 11 of 2024

[2025] HKCFA 11

IN THE COURT OF FINAL APPEAL OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

FINAL APPEAL NO. 11 OF 2024 (CIVIL)

(ON APPEAL FROM CACV NO. 23 OF 2023)

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BETWEEN

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J U D G M E N T

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Chief Justice Cheung:

1. I agree with the judgment of Mr Justice Gummow NPJ.

Mr Justice Ribeiro PJ:

2. I agree with the judgment of Mr Justice Gummow NPJ.

Mr Justice Fok PJ:

3. I agree with the judgment of Mr Justice Gummow NPJ.

Mr Justice Lam PJ:

4. I agree with the judgment of Mr Justice Gummow NPJ.

Mr Justice Gummow NPJ:

5. Section 45 of the Stamp Duty Ordinance ( Cap 117 ) (“the Duty Ordinance”) exempts certain instruments from stamp duty. These include instruments “to transfer a beneficial interest in Hong Kong stock, from one associated body corporate to another”; the criterion for association is expressed in terms of beneficial ownership of “not less than 90 percent of the issued share capital”.

6. The share transfer which is the subject of this dispute (“the Share Transfer”) apparently was made as part of an internal restructuring of the John Wiley & Sons group (“the Group”). The business of the Group was founded by Mr Charles Wiley in the United States over 200 years ago before being taken over by his son Mr John Wiley and today includes publishing and related activities by various entities in many jurisdictions.

7. John Wiley & Sons (HK) Limited (“the HK Co”) is a limited company incorporated in Hong Kong in 1977. The Respondent, the Collector of Stamp Revenue (“the Collector”) issued to the First Appellant, John Wiley & Sons UK2 LLP (“LLP2”), and to the Second Appellant, Wiley International LLC (“Wiley International”), an assessment to ad valorem stamp duty in the aggregate amount of HK$6,361,204 in respect of the Share Transfer dated 30 April 2019 of the entire issued share capital of the HK Co from the First Appellant to the Second Appellant.

8. The Appellants contend that the assessment was unwarranted because the Share Transfer was exempt from stamp duty under s 45 of the Duty Ordinance.

9. The District Court found in favour of the Appellants, [1] but an appeal by the Collector to the Court of Appeal was successful. [2] The Court of Appeal allowed the appeal on grounds including that the Second Appellant did not have “share capital” within the meaning