Hong Kong Launches Company Re-domiciliation Regime

In a move to enhance Hong Kong’s status as a global business and financial hub, and to attract foreign companies to take advantage of Hong Kong’s taxation system and professional services–thereby encouraging investment and increasing job opportunities in Hong Kong–the Hong Kong Government has introduced a new company re-domiciliation regime (Regime). Having become effective on 23 May 2025, the regime allows non-Hong Kong companies to re-domicile to Hong Kong while preserving their legal entities.

Before the Regime, a company wishing to change its place of incorporation to Hong Kong had to either wind up its original incorporation and establish a new one in Hong Kong or enter into a court-sanctioned scheme of arrangement to convert into a wholly-owned subsidiary of a Hong Kong incorporated company, which proved cost-ineffective to many. The Regime should provide a simpler solution and streamlined pathway for non-Hong Kong corporations to re-domicile to Hong Kong, allowing them to retain their legal identity as a body corporate and ensuring business continuity.

The implementation of a global minimum tax and tighter regulations on entities incorporated in low- or no-tax jurisdictions have reduced the benefits of conducting business in Hong Kong through companies incorporated in offshore jurisdictions. The Regime should be attractive to foreign companies with heavy regulatory compliance burdens or compliance costs in their original place of incorporation and those who wish to develop their businesses in Hong Kong in the long run.

Framework and Legal Effect 

The Regime is established under the Companies (Amendment) (No. 2) Ordinance 2025. Under the Regime, a non-Hong Kong incorporated company may transfer its domicile to Hong Kong by registering under section 820C(1) of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) (CO).  

Per the Regime, once a non-Hong Kong company has been re-domiciled, it will be regarded as a company incorporated in Hong Kong with effect from the date of re-domiciliation and will be required to comply with all the relevant requirements under the CO unless otherwise specified. The re-domiciliation will not have the effect of creating a new legal entity and will not affect the business continuity of the company, or any property, rights, obligations, or liabilities of the company. Having said that, companies may need to consider if a re-domiciliation to Hong Kong will trigger any obligations to obtain pre-approvals, issue notifications, or comply with the applicable requirements in existing agreements.

There is no economic substance test imposed on the non-Hong Kong companies applying to re-domicile to Hong Kong. The re-domiciliation will also not impact the company’s tax obligations in its original domicile or in Hong Kong. If a non-Hong Kong company has carried on business in Hong Kong before its re-domiciliation to Hong Kong and has earned profits chargeable to tax from such business, it will be liable for profits tax on those earnings. The re-domiciliation does not relieve the company of its tax obligations for the period before it became domiciled in Hong Kong; however if a non-Hong Kong company has never carried on any trade, profession or business in Hong Kong prior to re-domiciliation, no profits tax will be charged on the company for the period before it begins business in Hong Kong. Additionally, no stamp duty obligations will arise from the re-domiciliation process.

For a non-Hong Kong company registered under Part 16 of the CO that intends to apply to be re-domiciled to Hong Kong, upon successful re-domiciliation of the company, its status as a registered non-Hong Kong company will cease to be effective.

Eligibility

To qualify for re-domiciliation, a company must be (1) a public company limited by shares; (2) a private company limited by shares; (3) a public unlimited company with a share capital; or (4) a private unlimited company with a share capital.  

Such company must also meet the following requirements:

1.  The laws of the company’s place of incorporation must allow it to transfer its domicile to another jurisdiction. Currently, countries such as Singapore and the United Kingdom lack an outward re-domiciliation regime, but this could change in the near future;
2. If laws of the company’s place of incorporation or the constitutional document of the company require members’ consent for the re-domiciliation, such consent must be obtained. If there is no such requirement, the company must obtain a members’ resolution passed by a majority of at least 75% of its eligible members;
3. The company’s type under the laws of its place of incorporation is the same or substantially the same as the type which it proposes to register under the CO;
4. At the date of application, the company’s first financial year end since its incorporation has passed;
5. The re-domiciliation must be made in good faith and not be intended to defraud its existing creditors or for unlawful purposes or purposes contrary to public interest;
6. The company must be able to pay any of its debts which may fall due within 12 months beginning on the application date; and
7. The company must not be in liquidation and no proceedings for liquidation against the company are ongoing or pending.

Application

To apply for the re-domiciliation, a company will need to deliver to the Companies Registry the specified re-domiciliation form together with the required documents and the prescribed fees.  

The key documents include but are not limited to

1. The proposed articles of association of the re-domiciled company; 
2. A certified copy of the certificate of incorporation of the company (or its equivalent) and its constitutional documents; 
3. A certified copy of the members’ resolution approving the re-domiciliation (if nether the law of the place of incorporation nor the constitutional document of the company requires consent from its members for the company to become a re-domiciled company);
4. The accounts or audited accounts (if the laws, rules of any stock exchange, or regulatory bodies of the company’s place of incorporation required the company to prepare such accounts) of the company as of a date no more than 12 months before the application date; 
5. A  certificate issued by the directors within 35 days before the application date confirming that, among other things, the company is solvent, the company has not been notified of the appointment of any receiver or liquidator, the company has served all its creditors notice of the company’s proposal to become a domiciled company, the application is not intended to defraud creditors and is made in good faith, and the company is able to pay its debt within the 12 months beginning on the application date;
6. A legal opinion issued within 35 days before the application date by a legal practitioner in the company’s place of incorporation confirming, among other things, the company’s registration status and its company type, that the company’s directors have not been disqualified from acting as a director, that the law of the company’s place of incorporation allows for the re-domiciliation, and that there is no order to wind up or liquidate the company in its place of incorporation.

An application fee of HK$1,030 (for electronic application) or HK$1,145 (for paper application) will be payable. If the application is successful, a further fee of HK$5,020 (for electronic application) and HK$5,580 (for paper application) will be payable to the Companies Registry.  

The Hong Kong Government has stated that, under normal circumstances, the Companies Registry will complete the approval process within two weeks after an applicant has submitted all required documents and information.

If the Companies Registry approves the re-domiciliation application, the Companies Registry will issue a certificate of re-domiciliation and a business registration certificate to the company, and the re-domiciliation will take effect on the date that the certificate of re-domiciliation is issued (Re-domiciliation Date).

Post-Application

Upon successful registration of the company under section 820C(1) of the CO, the re-domiciled company must comply with the following:

1. Within 120 days of the Re-domiciliation Date (unless extended by the Companies Registry) the company must procure its deregistration in its prior place of incorporation, and must submit to the Companies Registry a document evidencing its deregistration, failing which its registration as a re-domiciled company will be revoked;
2. With 15 days after the Re-domiciliation Date, the company must submit (a) the specified form which will include a statement of the company’s share capital as of the re-domiciliation date and the required particulars relating to the members’ shareholding in the company; and (b) a director’s written consent if a person who consents to be a director of the re-domiciled company is not a signatory to the re-domiciliation application form; 
3. If the company has not previously registered as a non-Hong Kong company and has not registered the charge(s) it created under the Companies Ordinance (CO), it must, within one month after the Re-domiciliation Date, deliver a statement in the specified forms for any charge that (a) was created before the Re-domiciliation Date, or (b) exists on property acquired before the Re-domiciliation Date. This requirement applies if the charge is of a type that would have been required to be registered under the CO had it been created by the company on or after the Re-domiciliation Date, and the charge still subsists on the Re-domiciliation Date.; and
4. Comply with all the relevant filing requirements under the CO in the same manner as a company formed and registered under the CO unless otherwise specified.

Next Steps

Companies looking to re-domicile to Hong Kong should seek professional advice on this in order to fully understand the legal and tax implications to their companies, and the requirements necessary to meet in order ensure a smooth re-domiciliation process.