On 14 May 2025, the Legislative Council of Hong Kong passed the Companies (Amendment) (No. 2) Bill 2024, introducing the re-domiciliation regime (“Re-domiciliation Regime”), effective from 23 May 2025. Governed by the Companies (Amendment) (No. 2) Ordinance 2025, the Re-domiciliation Regime enables non-Hong Kong incorporated companies to transfer their place of incorporation to Hong Kong while preserving their legal identity and ensuring uninterrupted business operations.

The Re-domiciliation Regime enables eligible non-Hong Kong companies to register as “re-domiciled companies” in Hong Kong under section 820C(1) of the Companies Ordinance (Cap. 622) (“CO”). Re-domiciliation ensures that companies retain their existing property, rights, obligations, and ongoing contractual and legal processes without disruption. Notably, the Re-domiciliation Regime does not impose an economic substance test, making it accessible to businesses of varying sizes and sectors.

Key Eligibility Criteria

The following table summarizes the key eligibility criteria for the applicants of the Re-domiciliation Regime (“Applicants”): –

Application Documents and Fees

Applicants must submit, including but not limited to, the following documents to the Registrar of Companies: –

• a completed Re-domiciliation Form (Form NNC6);
• proposed articles of association of the Applicant;
• certified copies of incorporation and constitutional documents;
• shareholder resolutions approving the re-domiciliation;
• financial accounts (audited or non-audited, not older than 12 months);
• legal opinions confirming compliance with eligibility criteria and solvency; and
• a completed Notice to Business Registration Office (Form IRBR5).

The application fee will be HK$1,030 for electronic submissions and HK$1,145 for paper submissions, while the fees for registering as a re-domiciled company are HK$5,020 for electronic forms and HK$5,580 for paper forms.

Post-Re-domiciliation Obligations

Once re-domiciled, companies must fulfil, including but not limited to, the following obligations to maintain compliance: –

• Return on Share Capital (Form NSC21): Submitted within 15 days of re-domiciliation, including a statement of share capital as of the re-domiciliation date, pursuant to section 201 of the CO;
• Deregistration in Original Jurisdiction: Completed within 120 days of re-domiciliation, with evidence provided to the Hong Kong Companies Registrar. Extensions may be granted if necessary.

Tax and Legal Implications

Section 820D(4) of the CO clarifies that re-domiciliation does not constitute a transfer of assets or alter the beneficial ownership of assets, ensuring no impact on tax obligations in the original jurisdiction or Hong Kong. Re-domiciled companies will be subjected to profits tax on Hong Kong-sourced profits from local business activities.

Additionally, the Re-domiciliation Regime addresses the following tax and legal considerations to facilitate a smooth transition: –

• Tax Credits: Sections 12 to 14 of Schedule 17L of the Inland Revenue Ordinance (Cap. 112) provide unilateral tax credits to mitigate double taxation. Companies can claim credits for taxes paid in their original jurisdiction that are similar to Hong Kong’s profits tax; and
• Legal Treatment: Under sections 2(5A) and 820D of the CO, re-domiciled companies are treated as Hong Kong-incorporated entities, retaining all pre-existing contracts, rights, and liabilities without creating a new legal identity.

Conclusion

The Re-domiciliation Regime, effective 23 May 2025, strengthens Hong Kong’s position as a global business and financial hub. By offering tax credits, seamless business continuity, and robust regulatory support, the regime provides an attractive framework for companies seeking to establish or expand their presence in Asia.

Companies considering re-domiciliation should, however, carefully assess the implications on their tax residency, regulatory licensing, and contractual arrangements. While the new framework ensures legal continuity, practical considerations such as stakeholder communications, regulatory approvals, and exit requirements from the original jurisdiction may require careful planning and execution.

Please contact our Partner Mr. Rodney Teoh for any enquiries or further information.

This news update is for information purposes only. Its content does not constitute legal advice and should not be treated as such. Stevenson, Wong & Co. will not be liable to you in respect of any special, indirect or consequential loss or damage arising from or in connection with any decision made, action or inaction taken in reliance on the information set out herein.

On 6 May 2025, the Securities and Futures Commission (“SFC”) and The Stock Exchange of Hong Kong Limited (“the Exchange”), a wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited (“HKEX”), jointly announced the launch of the Technology Enterprises Channel (“TECH”).[1] TECH facilitates new listing applications from Specialist Technology Companies (as defined under Chapter 18C of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”)) and Biotech Companies (as defined under Chapter 18A of the Listing Rules). The initiative provides enhanced support, a confidential filing option, and streamlined pathways for companies with weighted voting rights (“WVR”) structures.

The Technology Enterprises Channel

TECH is tailored to support Specialist Technology Companies and Biotech Companies, which are often early-stage or pre-revenue entities with unique operational and regulatory challenges. To streamline the listing process, the Exchange has introduced the following support measures: –

• Dedicated Support Team: A specialised team with expertise in Chapters 18C and 18A of the Listing Rules will assist applicants in understanding and complying with the Listing Rules as well as the regulatory requirements;
• Early Engagement: Companies may engage with the Exchange during preparatory stages to assess alignment with regulatory requirements, ensuring greater clarity and confidence;
• Eligibility Guidance: TECH offers comprehensive guidance on key criteria, including requirements for Core Products (as defined under Chapter 18A of the Listing Rules), acceptance of biotech products or clinical trials under various regulatory authorities, qualifications and independence of “sophisticated investors”, and acceptable sectors for Specialist Technology Industries (as defined in Chapter 2.5 of the Guide for New Listing Applicants (the “Guide”));
• Preliminary Case-Specific Guidance: Prospective applicants can seek preliminary guidance on specific issues arising under the Listing Rules, addressing potential challenges before formal submission.

These measures enhance efficiency and transparency, particularly for innovative-sector companies navigating complex regulatory hurdles.

Confidential Filing Option

Recognising the heightened risks associated with premature disclosure of sensitive information, such as operational strategies or proprietary technologies, the Exchange has introduced a confidential filing option for Specialist Technology Companies and Biotech Companies.

Under this option, companies listing under Chapters 18C and 18A of the Listing Rules may submit their application proofs confidentially, as outlined in Chapter 6.4 of the Guide. This measure is particularly significant for early-stage companies that have not yet commercially launched their products, as it helps mitigate risks of competitive harm and reduces market speculation during the listing process. The confidential filing option has been available for applications filed since 6 May 2025.

Support for Weighted Voting Rights Structures

The announcement includes updates to the Guide that benefit companies seeking to list with a WVR structure, which allows certain shareholders to hold shares with enhanced voting power.[2]

Specialist Technology Companies and Biotech Companies that fully meet the requirements under Chapters 18C and 18A of the Listing Rules, respectively, are presumed to have satisfied the innovative company requirements and the external validation requirement for listing with a WVR structure under Chapter 8A of the Listing Rules.[3] This presumption, detailed in Chapters 2.2, 2.3, and 2.5 of the Guide, simplifies the listing process for these companies, enabling these companies to maintain control while accessing public capital markets. However, these companies remain subject to all other applicable requirements under Chapter 8A of the Listing Rules.

Conclusion

The launch of TECH on 6 May 2025 marks a pivotal step in Hong Kong’s strategy to solidify its position as a premier hub for technology and biotech listings. By offering tailored guidance, confidential filing options, and simplified requirements for WVR structures, HKEX and the SFC have created a more accessible and supportive environment for innovative companies. This initiative not only facilitates the growth of the technology and biotech sectors but also enhances the diversity, competitiveness, and resilience of Hong Kong’s capital market, benefiting both issuers and investors. As global demand for public listings in these sectors grows, TECH positions Hong Kong as a forward-thinking hub for emerging enterprises.

Please contact our Partner Mr. Rodney Teoh for any enquiries or further information.

This news update is for information purposes only. Its content does not constitute legal advice and should not be treated as such. Stevenson, Wong & Co. will not be liable to you in respect of any special, indirect or consequential loss or damage arising from or in connection with any decision made, action or inaction taken in reliance on the information set out herein.

[1] “Joint Announcement on Launch of Technology Enterprises Channel” by HKEX dated 6 May 2025.

[2] Please refer to Chapter 8A of the Listing Rules for more details on WVR structures.

[3] Please refer to HKEX Guidance Letter HKEX-GL93-18 for more details on the requirements for listing with a WVR structure.