Unlocking Opportunities: Introduction of the Re-domiciliation Regime in Hong Kong

Introduction

Hong Kong is renowned as one of the world’s most business-friendly economies.  While a re-domiciliation mechanism for Open-ended Fund Companies and Limited Partnership Funds was introduced in November 2021, the Hong Kong government has taken a further step by proposing an inward re-domiciliation regime for companies (the “Re-domiciliation Regime”). The Companies (Amendment) (No. 2) Ordinance 2025 was gazetted and came into effect on 23 May 2025.

The Re-domiciliation Regime provides a cost-effective solution for companies to relocate their domicile to Hong Kong while retaining their legal identity. This eliminates the need to wind up the company in its original place of incorporation and establish a new entity in Hong Kong, or to undergo a court-sanctioned scheme of arrangement to become a subsidiary of a Hong Kong-incorporated company.

Eligibility requirements for re-domiciliation

The Re-domiciliation Regime is designed to accommodate a range of foreign companies of different types and hierarchies (such as holding companies), without imposing any economic substance requirements. Below are the key requirements that a company applying for re-domiciliation to Hong Kong (the “Applicant”) must satisfy:

Requirements of original domicile

The law of the Applicant’s original domicile allows outward re-domiciliation and deregistration of the Applicant for such purpose, and the Applicant has complied with the relevant requirements in the original domicile (if any).

Company type

The Applicant’s company form is identical or substantially similar to one of the following four types of companies that can be incorporated under the Companies Ordinance (Chapter 622 of the Laws of Hong Kong):

• private companies limited by shares;
• public companies limited by shares;
• private unlimited companies with a share capital; and
• public unlimited companies with a share capital.

Please note that companies limited by guarantee without a share capital is not included in the Re-domiciliation Regime.

Financial year requirement

Before making the application for re-domiciliation, the Applicant’s first financial year has ended.

Integrity and creditors

The Applicant must not be used for any unlawful purpose or for any purpose contrary to public interest. Also, the application is made in good faith and not with the intent to defraud creditors. Additionally, the Applicant has served notice of its proposal on re-domiciliation on all its creditors.

Members’ consent

The Applicant has obtained consent from its member for the re-domiciliation in accordance with the requirements under the original domicile’s laws and/or its constitutional documents (if any). If no such requirements exist, a resolution approving the re-domiciliation has been duly passed under the original domicile’s laws and the constitutional documents by at least 75% of eligible members.

Solvency

The Applicant is not under liquidation, winding up or similar proceedings (whether ongoing or pending), and no receiver or liquidator has been appointed with respect to the Applicant or its property.  Also, the board of directors of the Applicant, after making a full inquiry into the company’s affairs, has formed the opinion that the Applicant will be able to settle its debts which fall due within 12 months from the application date.

Procedures for re-domiciliation

To apply for re-domiciliation, the Applicant must deliver to the Hong Kong Companies Registry (the “CR”), among others:

• a specified re-domiciliation form (Form NNC6) signed by a director of the Applicant with certain information and statements about the Applicant, including but not limited to the following:

1. the Applicant’s original and proposed name, place of incorporation, details of share capital and members, whether the Applicant is a registered non-Hong Kong company (and if so, the relevant business registration number), and whether the Applicant is a listed company;
2. particulars of the address, director(s) and company secretary of the Applicant; and
3. certain statements regarding compliance with eligibility requirements for re-domiciliation and other related matters;

• certain supporting documents, including but not limited to the following:

1. a certified copy of the certificate(s) of incorporation (or equivalent document) of the Applicant;
2. a certified copy of each constitutional document of the Applicant;
3. a certified copy of the resolution of members for the re-domiciliation (if any);
4. a copy of the proposed articles;
5. the audited accounts (if the Applicant is required to prepare the same under applicable laws) or the accounts as at the latest practicable date before the application date of the Applicant;
6. a certificate issued by the board of director of the Applicant regarding eligibility of the Applicant for re-domiciliation; and
7. a legal opinion of a legal practitioner who practises the law of the Applicant’s original domicile, in respect of the eligibility of the Applicant for re-domiciliation;

• a Notice to Business Registration Office; and
• a prescribed fee and (if applicable) the business registration fee and levy.

Once the CR has received all the required documents and information in proper order, it will generally approve the application within two weeks. Upon approval, the CR will issue a certificate of re-domiciliation (the “Certificate”) to the Applicant.  The re-domiciliation takes effect on the date of the Certificate, at which point the Applicant is officially regarded as a Hong Kong-incorporated company.

Following this, the Applicant must deregister in its original domicile as soon as possible, and submit evidence of such deregistration to the CR within 120 days of the re-domiciliation date.

Major implications of the re-domiciliation

Legal effect

The registration does not result in the creation of a new legal entity. It also does not affect, among others, the Applicant’s identity, continuity, property, rights, or contracts, nor does it impact any legal proceedings initiated or continued by or against the Applicant.

Tax implications

Generally, a company (regardless of where it is incorporated or domiciled) will be subject to Hong Kong profits tax on its profits arising in or derived from Hong Kong from a trade, profession or business carried on in Hong Kong.

To prevent double taxation, the Applicant will be entitled to unilateral tax credits for the tax payable on actual profits derived in Hong Kong after re-domiciliation, in cases where similar profits have been taxed in an unrealised form by the Applicant’s original domicile upon exit.

The Applicant does not need to pay stamp duty for the re-domiciliation, as no transfer or change in the beneficial ownership of the Applicant’s asset is involved.

Regulatory implications

Under the new regime, companies regulated by the Insurance Ordinance (Cap. 41) and the Banking Ordinance (Cap. 155) are subject to specific requirements before applying for re-domiciliation:

• Insurers must obtain a letter of no-objection from the Insurance Authority.
• Authorized institutions (AIs), holding companies of AIs, and approved money brokers must secure prior approval from the Hong Kong Monetary Authority.

Looking ahead

The Re-domiciliation Regime facilitates overseas companies to relocate their legal domicile to Hong Kong, an international hub with transparent and efficient company governance regime, simple taxation system and world-class professional services.

With extensive experience in cross-border transactions and corporate restructuring, our firm is fully equipped to assist you throughout the re-domiciliation process under this regime.

For further guidance and tailored advice on the Re-domiciliation Regime or anything else discussed in this article, please get in touch with Shirley Fu or your usual Charles Russell Speechlys contact.

Please note that the information contained in this article is provided for informational purposes only and should not be taken as legal advice. Charles Russell Speechlys LLP is not responsible for all liability in respect to actions taken or not taken based on any or all the contents of this article, or for any errors or omissions, or for the results obtained from the use of this information. If you would like to know more or require assistance, please contact us.