Hong Kong’s company re-domiciliation regime, effective from 23 May 2025, offers a streamlined process for non-Hong Kong companies to transfer their place of incorporation to Hong Kong without forming a new legal entity. This regime, introduced under the Companies (Amendment) (No. 2) Ordinance 2025, aims to attract international enterprises, drive inward investment, and reinforce Hong Kong’s position as a leading global business hub.
Key Features of the Regime
- Eligible Entities: Applicable to non-Hong Kong companies comparable to private or public companies limited by shares and unlimited companies with share capital. Companies limited by guarantee without share capital are excluded.
- No Economic Substance Requirement: Open to companies of all sizes and sectors.
- Local Legal Status: Re-domiciled companies are treated as Hong Kong-incorporated companies.
- No Type Conversion: Companies must retain their original legal structure.
- Post Re-Domiciliation Obligations: Companies must maintain a registered office in Hong Kong and adhere to the Companies Ordinance.
- Inward-Only Migration: Permits re-domiciliation into Hong Kong; outbound migration is not permitted.
Advantages of Re-Domiciliation
- Business Continuity: The company’s legal identity, assets, rights, obligations, and ongoing legal proceedings remain unaffected.
- Cost Efficiency: Eliminates the need for liquidation and re-establishment, thereby conserving time and resources.
Eligibility Criteria
To qualify for re-domiciliation, companies must meet both legal and financial requirements:
- Jurisdictional Permission
Re-domiciliation must be permitted under the laws of the original jurisdiction
(e.g., permitted in BVI and Cayman Islands; restricted in Bermuda).
- Company Type Alignment
The company must be substantially similar to one of Hong Kong’s eligible entity
types.
- Established Track Record
Must have completed at least one financial year
Financial & Integrity requirements
- Solvency Test: The company must not be in liquidation or receivership; board certification is required.
- Good Faith: The application must be bona fide.
- Member & Creditor Consent: Requires approval from at least 75% of members and notification to creditors.
Application Process
The re-domiciliation process typically takes approximately two weeks, subject to submission of complete documentation. Required documents include:
- Proposed Articles of Association that the members have resolved to be adopted.
- Legal Opinion from the original jurisdiction, confirming compliance and eligibility.
- Director’s Certificate confirming solvency and good faith.
- Recent Financial Statements (audited or unaudited within 12 months).
- Specified Forms with basic company details.
Upon approval, the Registrar will issue a Certificate of Re-Domiciliation, formalizing the company’s local status. Post re-domiciliation, companies must deregister in the original jurisdiction within 120 days, file specified forms to report corporate details, maintain a Hong Kong registered office, and appoint a Company Secretary and Designated Representative.
Tax Considerations
Hong Kong’s tax regime supports re-domiciled entities with clarity and advantages:
- Profits Tax: Levied only on income sourced within Hong Kong.
- Tax Residency: Re-domiciled companies are treated as Hong Kong tax residents for treaty purposes (subject to substance requirements).
- Stamp Duty: No duty is imposed on the re-domiciliation process itself; however, subsequent share transfers are subject to Hong Kong stamp duty.
Industry-Specific Guidance
For regulated sectors such as finance and insurance, firms must engage with relevant authorities (e.g., HKMA, Insurance Authority) and adhere to applicable ordinances, including the Banking Ordinance and Insurance Ordinance.
Is Re-Domiciliation Right for You?
This regime is particularly suitable for companies with existing or planned commercial operations in Hong Kong, financial and insurance institutions seeking regulatory alignment, investment or IP holding companies navigating transparency and substance requirements, corporate groups aiming to leverage Hong Kong’s tax treaty network, and multinational enterprises restructuring in response to evolving global tax standards.
For more information about the Company Re-Domiciliation Regime in Hong Kong, contact us via this form.