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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”): –
| Criteria | Details |
| Type of Company
(section 820C(1) of the CO) |
Eligible company types include:
· Private companies limited by shares; · Public companies limited by shares; · Private unlimited companies with share capital; or · Public unlimited companies with share capital. The company type in the original jurisdiction will be the same or substantially similar to the proposed type in Hong Kong. |
| Compliance with Original Jurisdiction Laws
(Section 4(1) (c) of Schedule 6A to the CO) |
The law of the Applicant’s place of incorporation must permit re-domiciliation to another jurisdiction. |
| Solvency
(Sections 2(1)(f)(ix) to (xii) and 2(2)(c) to (g) & (o) of Schedule 6C to the CO) |
The Applicant must provide a certificate signed by a director confirming that the Applicant:
· is not in liquidation; · has no ongoing or pending proceedings for liquidation against the Applicant; · is able to pay its debts due within 12 months beginning on the application date; and · has not resolved to wind itself up or liquidate. |
| Good Faith
(Section 2(2)(n) of Schedule 6C to the CO) |
The Applicant must not intend to defraud its existing creditors or engage in unlawful activities or purposes contrary to public interest. |
| Shareholder Approval
(Sections 4(1)(d) to 4(1)(f) and 4(3) to 4(4) of Schedule 6A and sections 1(3), 1(4) and 2(1)(f)(viii) of Schedule 6C to the CO) |
Consent of the Applicant’s members is required for the re-domiciliation to Hong Kong. |
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.