Do business partners need to pay stamp duty when transferring shares?

The Provisional Regulations on Stamp Duty stipulates that all units and individuals who have signed the books listed in this Ordinance and received the vouchers listed in this Ordinance are taxpayers of stamp duty and shall pay stamp duty in accordance with the provisions of this Ordinance. The annex tax rate includes "transfer documents of property rights", and its scope includes transfer documents of property ownership and copyright, exclusive right to use trademarks, patents and proprietary technology. In order to uniformly implement the standards throughout the country, the Notice of State Taxation Administration of The People's Republic of China on the Interpretation and Provisions on Certain Specific Issues of Stamp Duty (Guo Shui Fa [19 1] 155No.) clearly states: "The taxation scope of' property ownership' transfer certificate is: movable property, immovable property ownership transfer certificate registered by government administrative organs, and enterprise equity transfer certificate.

The taxable item "property ownership" listed in the Provisional Regulations on Stamp Duty includes "property right transfer certificate". State Taxation Administration of The People's Republic of China defines "enterprise equity" as "property ownership" in stamp duty. The above logic is: "enterprise equity-ownership of property rights-property rights transfer documents".

A partnership enterprise is not an enterprise in essence, and the partners exercise their rights in the partnership enterprise according to the share of capital contribution and the contract. Tax logic infers that the partner's share of capital contribution is not equal to the equity of the enterprise, and the transfer of the partner's share by the partner does not belong to the "certificate of property right transfer" listed in stamp duty. Accordingly, the partners do not need to pay stamp duty when transferring the shares of the partnership.

Stamp duty is levied according to the taxable items listed in the Regulations, that is, positive listing. It is natural that unlisted items are not subject to stamp duty according to law.