Hong Kong introduces inward company re-domiciliation regime

The Companies (Amendment) (No. 2) Ordinance 2025 came into effect on 23 May 2025.

Background

On 23 May 2025, Hong Kong officially launched its inward company re-domiciliation regime with the Companies (Amendment) (No. 2) Ordinance 2025 being gazetted and coming into effect. This regime provides a court-free procedure that enables eligible non-Hong Kong incorporated companies to relocate their domicile to Hong Kong while preserving their corporate identity and business continuity. The regime exclusively facilitates inward re-domiciliation and is applicable only to companies whose original jurisdiction permits the transfer of domicile to another jurisdiction. This development marks a significant shift in Hong Kong's corporate landscape, strategically designed to attract foreign enterprises and investment, particularly those traditionally domiciled in offshore jurisdictions.

Type of Companies

The new regime applies to specific types of companies under the law of their original domicile, which must be the same or substantially the same as the following types as defined under the Hong Kong Companies Ordinance (Cap. 622) (“CO”):

• Private companies limited by shares
• Public companies limited by shares
• Private unlimited companies with a share capital
• Public unlimited companies with a share capital

Companies limited by guarantee without a share capital are not eligible to re-domicile to Hong Kong under the current regime.

The regime is intended to cover companies of different types of structures that can meet the criteria on integrity, member and creditor protection and solvency. Applicant companies will not be subject to an economic substance test, aligning with most jurisdictions with a re-domiciliation regime in place.

Eligibility Requirements

Applicants must comply with the following eligibility requirements when applying to re-domicile to Hong Kong:

• Compliance with Laws of the Original Jurisdiction: The laws of the company's original domicile must allow for outward re-domiciliation. The company must adhere to all relevant legal requirements in its original domicile, ensuring that the re-domiciliation process is legally permissible.
• Minimum Incorporation Period: The company must have been incorporated for at least one financial year on or before the application date of re-domiciliation.
• Integrity and Protection of Creditors: The company must not intend to use the re-domiciled entity for unlawful purpose or for a purpose contrary to public interest. The application must not be intended to defraud existing creditors of the company and must be made in good faith.
• Solvency: The company must be solvent. It must not be subject to any existing orders or pending petitions or proceedings for winding up or liquidation in its place of incorporation.
• Protection of Creditors and Shareholders' Consent: If the law of the place of incorporation or the company's constitutional document requires member consent for re-domiciliation, the company must confirm compliance with this requirement. If no such requirement exists, the company must duly pass a resolution for re-domiciliation by at least 75% of its eligible members, either at a meeting or in writing.

Application Process

The Companies Registry is accepting applications for company re-domiciliation starting from 23 May 2025. Under normal circumstances, the Companies Registry aims to complete the approval process within two weeks of the applicant submitting all necessary documents and information. Once approved, the re-domiciled company has 120 days to complete deregistration procedures in its original place of incorporation.

For companies in the insurance and banking sectors, non-Hong Kong-incorporated authorised insurers, authorised institutions, holding companies of authorised institutions, or approved money brokers must seek prior assessment from the Insurance Authority or the Hong Kong Monetary Authority (as the case may be) before applying for re-domiciliation.

After re-domiciliating to Hong Kong, within 15 days after the re-domiciliation date, the re-domiciled company must deliver to the Companies Registry a return in the specified form (Form NSC21) to report the statement of capital of the company as at the re-domiciliation date.

Legal and Tax Implications

• Continuity of Legal Entity: Re-domiciliation does not create a new legal entity and will not affect the business continuity of the company. The process ensures that the company's property, rights, obligations, liabilities, and contractual and legal processes remain unchanged.
• Compliance with Local Regulations: Once re-domiciled, companies will be deemed as locally registered entities and must comply with the relevant requirements under the CO.
• Registered Office: The registered office of a re-domiciled company must be situated in Hong Kong.
• Tax Considerations: Generally, a company (regardless of where it is incorporated or domiciled) will be subject to Hong Kong profits tax on its profits arising in or derived from Hong Kong from a trade, profession or business carried on in Hong Kong. To alleviate double taxation, re-domiciled companies can claim unilateral tax credits against Hong Kong profits tax payable on income derived after re-domiciliation. If a company has been charged a tax of substantially the same nature as Hong Kong profits tax in its original place of incorporation upon exit or de-registration, it may claim a unilateral tax credit.

Conclusion

Hong Kong's introduction of the company re-domiciliation regime reinforces its status as a global business and financial hub. Known for its ease of doing business, strong reputable rule of law, and efficient corporate governance, Hong Kong offers a simple and cost-effective pathway for non-Hong Kong companies to re-domicile while maintaining their legal identity and business continuity.