Seamless Transition: Hong Kong's New Company Re-domiciliation Regime

What you need to know

Hong Kong has introduced a company re-domiciliation regime, effective from 23 May 2025. The regime enables non-Hong Kong-incorporated companies to transfer their domicile to Hong Kong while maintaining their legal identity and business continuity, without going through complicated procedures.

The regime only allows for inward re-domiciliation (i.e. overseas to Hong Kong). Outward re-domiciliation is not available.

Upon re-domiciliation:

• the company will retain its legal identity;
• all existing property, rights, obligations, liabilities, and contractual and legal processes of the company will be unaffected;
• the company will enjoy the same rights as other companies of its kind incorporated in Hong Kong; and
• the company will have to comply with the relevant requirements as other locally-incorporated companies under the Companies Ordinance (Cap. 622) (the "CO").

Eligibility

The existing type of the company must be the same or substantially the same as one of the following four company types under the CO:

• Private company limited by shares;
• Public company limited by shares;
• Private unlimited company with a share capital; and
• Public unlimited company with a share capital.

In addition, the following requirements must be satisfied:

• the laws of the original domicile of the company must allow outward re-domiciliation of the company, and the company must comply with such laws;
• the company must have been incorporated for at least one financial year;
• the company must not be in liquidation or in the process of being wound up, and no such proceedings against the company are ongoing or pending;
• the company must be able to pay its debts that will fall due within 12 months;
• the company must not be used for unlawful purposes or purposes contrary to the public interest;
• the application must be made in good faith and must not be intended to defraud existing creditors; and
• the company's members must consent to the re-domiciliation.

Application for re-domiciliation

The company needs to submit an application form together with the following supporting documents to the Hong Kong Registrar of Companies:

• Form NNC6 – Re-domiciliation Form;
• IRBR5 – Notice to Business Registration Office;
• A legal opinion from a qualified legal adviser in the original domicile of the company issued within 35 days before the application date;
• A copy of the proposed articles of association to be adopted by the company;
• Certified copies of the company's certificate of incorporation, constitutional documents, and members' resolution duly passed by at least 75% of the eligible members of the company (if members' consent is not required by the laws of the original domicile or the constitutional documents of the company);
• Accounts of the company as at a date no more than 12 months prior to the application date; and
• A certificate issued by the board of directors of the company within 35 days before the application date, confirming the company's fulfillment of the eligibility criteria set out in section 2 above, amongst other matters.

The company will need to pay a prescribed fee of HK$6,050 (if lodged in electronic form) or HK$6,725 (if lodged in hard copy form) together with its application.

Upon approval, a certificate of re-domiciliation will be issued to the company. From that date, the company will be regarded as a company incorporated in Hong Kong. It must then provide evidence of deregistration in its original domicile within 120 days, subject to possible extensions upon application.

If the company was previously a registered non-Hong Kong company under Part 16 of the CO, its registration under Part 16 will cease to have effect upon the date of issue of the certificate of re-domiciliation. As its domicile will change to Hong Kong, it will become subject to the requirements of the CO, instead of being governed by the company law of its original domicile. For instance, it will then need to have a registered office in Hong Kong and appoint a company secretary.

Regulatory Implications

The Insurance Ordinance (Cap. 41), Banking Ordinance (Cap. 155), and the relevant subsidiary legislation have been amended to ensure that re-domiciled insurers and authorised institutions (such as banks) are regulated as if they were incorporated in Hong Kong. The relevant companies must approach the Insurance Authority or the Hong Kong Monetary Authority (as the case may require) prior to making an application to ensure compliance with the applicable requirements upon re-domiciliation.

Tax Implications

The regime is designed to provide re-domiciled companies with greater certainty regarding their tax liabilities. The key tax implications of the regime are that:

• Hong Kong profits tax continues to apply only to profits arising in or derived from Hong Kong from a trade, profession, or business carried on in Hong Kong, regardless of the domicile of the company;
• the Inland Revenue Ordinance (Cap. 112) has been amended to address transitional tax matters, including the fair deduction for trading stock, specified types of expenditure and depreciation allowances;
• to eliminate double taxation, tax credits are available in respect of the tax payable on actual profits derived in Hong Kong if similar profits have been taxed in an unrealised form by the original domicile of the company upon exit; and
• the re-domiciliation does not trigger any stamp duty in Hong Kong, as it does not involve any transfer of assets.

Conclusion

We see the regime as an efficient and business-friendly pathway for overseas companies wishing to re-domicile to Hong Kong. It is relatively straightforward and cost-effective and avoids the need for procedures such as liquidation and incorporation. In fact, a number of insurance companies have already submitted an application or have expressed an interest to transfer their domicile to Hong Kong, in order to take advantage of the new risk-based capital regime applicable to the Hong Kong insurance industry.

The absence of an economic substance requirement in the regime differentiates Hong Kong from other jurisdictions such as Singapore, and will appeal to overseas companies that are eager to reduce their compliance burden. It also ensures the inclusiveness of the regime for different companies, especially holding companies.

The updates to the legal and tax frameworks ensure that re-domiciled companies are treated as Hong Kong-incorporated entities, with clear rules on transitional tax matters and double taxation.

Hong Kong's re-domiciliation regime offers a compelling option for overseas companies seeking a seamless transition to one of the world's leading international business centres. It is expected that, with strong government support, the regime will continue to boost the city's competitiveness and growth prospects internationally.