Hong Kong Re-domiciliation Regime
Introduction
Hong Kong has introduced an inward re-domiciliation regime, providing a legal framework for non-Hong Kong companies to transfer their corporate registration to Hong Kong while retaining their legal identity as a body corporate and ensuring their business continuity. The re-domiciliation regime was introduced under the Companies (Amendment) (No.2) Ordinance 2025 on 23 May 2025.
Prior to this reform, companies wishing to re-domicile to Hong Kong faced costly alternatives, would need to either wind up its original incorporation and re-incorporate in Hong Kong or enter into court-sanctioned schemes. The new regime eliminates such inefficiencies aligning Hong Kong with other jurisdictions like the British Virgin Islands, Bermuda and the Cayman Islands.
Re-domiciling to Hong Kong comes with a number of advantages including tax (e.g. a re-domiciled company can enjoy double taxation relief as a Hong Kong tax resident), compliance (e.g. Hong Kong has no economic substance requirements) and political and economic certainties.
This newsletter outlines the key features eligibility criteria and crucial post-registration obligations for companies considering this strategic move.
- Eligibility: Who can re-domicile to Hong Kong?
To qualify for re-domiciliation under the new regime, a foreign company must meet the following criteria:
- Permission by the original place of incorporation: (i) The laws of the applicant’s original place of incorporation must permit re-domiciling to another jurisdiction; and (ii) the existing constitutional documents must not prohibit the re-domiciliation.
- Company type: The company type of the applicant must be the same or substantially the same as one of the four Hong Kong company types: (a) private companies limited by shares; (b) public companies limited by shares; (c) private unlimited companies with a share capital; or (d) public unlimited companies with a share capital.
- Timing: As at the date of application, the applicant must have been incorporated or registered at its original domicile for at least one financial year.
- Integrity: (i) The applicant shall not be used for unlawful purposes or if it is contrary to public interest; and (ii) the applicant must comply with all requirements in the Companies Ordinance (Cap. 622) (the “CO”).
- Solvency: (i) The applicant must be able to pay any of its debts which may fall due within 12 months beginning on the application date; and (ii) the applicant must not be in liquidation or subject to insolvency proceedings in its home jurisdiction or Hong Kong.
- Member and creditor protection: (i) Members’ consent to the re-domiciliation is obtained in compliance with the laws of the original domicile and the constitutional documents or if no such consent is required, a resolution of its members is passed by at least 75% majority; and (ii) the application is made in good faith and not intended to defraud creditors.
- Application Documents
To apply for the re-domiciliation, a company will need to deliver to the Companies Registry the specified re-domiciliation form (Form NNC6) together with the required documents and the prescribed fees.
The key required documents are as follows:
- the proposed articles of association of the re-domiciled company (the “Proposed Articles”);
- a certified copy of the certificate of incorporation of the company (or its equivalent) and its constitutional documents;
- a certified copy of the members’ resolution approving the re-domiciliation (if neither 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);
- 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;
- a certificate issued by the directors within 35 days before the application date confirming among other things, that (a) the company has only one place of incorporation and is duly registered; (b) the company is solvent and the company has not been notified of the appointment of any receiver or liquidator or any petition or winding up order; (c) the company has served all its creditors notice of the company’s proposal to become a domiciled company; (d) the company has obtained all requisite consents on approvals; (e) deregistration is not prohibited in the original domicile; (f) the Proposed Articles has been approved by the company’s shareholders; (g) the application is not intended to defraud creditors and is made in good faith, and (h) the company is able to pay its debts within the 12 months beginning on the application date;
- a legal opinion issued within 35 days before the application date by a legal practitioner in the company’s place of incorporation confirming certain matters including (a) the company’s registration status and its company type; (b) the company’s directors have not been disqualified from acting as a director; (c) the name of the company; (d) the law of the company’s place of incorporation allows for the re-domiciliation; (e) compliance with all approval requirements for the re-domiciliation; (f) there is no order to wind up or liquidate the company in its place of incorporation; and (g) the Proposed Articles have been approved by the members of the applicant and resolved by them to be adopted with effect from the re-domiciliation date.
III. Timeline and Fee Structure
Processing time
The Companies Registry will generally complete the approval process within two weeks from its receipt of all required documents and information.
Fees payable to the Companies Registry
For lodging of a re-domiciliation form and other documents, an application fee of HK$1,030 (electronic application) / HK$1,145 (paper application) will be payable.
If the application is successful, the Companies Registry will register the company as a registered re-domiciled company, a further fee of registration of HK$5,020 (electronic application) / HK$5,580 (paper application) will be incurred.
Effective Date
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 (the “Re-domiciliation Date”).
The company must then be deregistered from its original domicile and provide to the Companies Registry evidence of de-registration within 120 days after the Re-domiciliation Date (which may be extended upon application).
- Legal Effect and Practical Considerations
Re-domiciling does not affect a company’s history, brand, goodwill, assets, rights, obligations, liabilities, or existing contracts.
Effective from the Re-domiciliation Date, the re-domiciled company will be regarded as a Hong Kong-incorporated company and must comply with the CO. As if it were incorporated in Hong Kong, following re-domiciliation, companies would generally have the same rights as any Hong Kong company incorporated under the CO.
Existing contractual arrangements
A company wishing to re-domicile to Hong Kong will need to ascertain what consent, approval or waiver may be required before it can undergo a re-domiciliation exercise. This may involve a review of its existing contracts and borrowing covenants as regards any restrictions which may be imposed on the change of its corporate status and if such restriction exists, relevant consent, approval or waiver may be necessary.
Adoption of new articles of association
After a re-domiciliation, the re-domiciled company will be regarded as a company incorporated in Hong Kong for the purpose of the CO. A new set of articles of association complying with the provision of the CO should be adopted by the re-domiciled company from the Re-domiciliation Date to replace its original constitutional document.
Listed companies
A company listed on the Hong Kong Stock Exchange will need to keep its shareholders and the investing public informed of its plan to re-domicile including timeline and reasons for the re-domiciliation. It should timely announce any material developments such as changes to principal share registrar and registered office and if necessary, company name. In addition to complying with the CO, the new articles of association must also comply with the applicable provisions of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
Company Name
An intended re-domiciled company should first check whether its existing name may be accepted by the Companies Registry before submitting an applicable for re-domiciliation. If there is a conflict, the company may need to consider changing its name as part of the re-domiciliation exercise.
Stamp duty
While the re-domiciliation itself does not attract Hong Kong stamp duty, any transfer of shares in the re-domiciled company after the Re-domiciliation Date will be subject to Hong Kong stamp duty.
Register of members
Once re-domiciled to Hong Kong, the re-domiciled company will need to keep and maintain its register of members at its registered office in Hong Kong. In addition, it will need to comply with the requirements in respect of significant controllers under the CO.
Re-domiciliation of a non-Hong Kong company registered under Part 16 of the CO
With respect to non-Hong Kong companies registered under Part 16 of the CO applying to be re-domiciled to Hong Kong, upon re-domiciliation, their status as a registered non-Hong Kong company will cease to be effective.
However, the re-domiciled company may retain its corporate or approved business name and its business registration number after the re-domiciliation to ensure its business continuity.
In addition, the CO requires that any outstanding Part 16 filing obligations of a registered non-Hong Kong company must still be fulfilled before its re-domiciliation to ensure record completeness.
- Key Filings and Obligations after Re-domiciliation
After a re-domiciliation, the re-domiciled company will be subject to the following key filings and obligations:
- Within 120 days after the Re-domiciliation Date (which may be extended upon application), the re-domiciled company must then be deregistered from its original domicile and provide to the Companies Registry evidence of de-registration. Failure to deregister within the prescribed period may result in the re-domiciliation registration being revoked;
- Within 15 days after the Re-domiciliation Date, the re-domiciled company must deliver its directors’ written consent (to be its directors) and file a return with the Companies Registry;
- Within 15 days after the Re-domiciliation Date, the re-domiciled company must deliver a return (i) be in the specified form; (ii) include a statement of share capital as at the Re-domiciliation Date; and (iii) state the required particulars relating to the members of the re-domiciled company;
- Within one month after the Re-domiciliation Date, if the re-domiciled company was not previously registered as a non-Hong Kong company and has not registered a charge(s) it created under the CO, the company must 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; and
- Note: This requirement applies (i) 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 before the Re-domiciliation Date, and (ii) the charge still subsists on the Re-domiciliation Date.
Conclusion
The re-domiciliation regime offers non-Hong Kong companies seamless legal relocation while preserving corporate identity, contracts, and assets. Yet, re-domiciliation involves complex legal, tax, and regulatory considerations. Companies contemplating this move should seek professional advice. Please feel free to contact the authors of this newsletter or your usual contact at CFN Lawyers for assistance.
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