From 23 May 2025, Hong Kong has introduced a modern company re-domiciliation framework that allows overseas companies to relocate their place of incorporation to Hong Kong without creating a new legal entity. The initiative, implemented under the Companies (Amendment) (No. 2) Ordinance 2025, is designed to strengthen Hong Kong’s appeal as a premier international business centre and to encourage inward corporate migration.

This new regime provides a practical solution for multinational groups seeking legal certainty, tax efficiency, and continuity when restructuring their global footprint.

Overview of the Re-Domiciliation Framework

Under the Hong Kong re-domiciliation regime, an eligible foreign company may transfer its corporate domicile to Hong Kong while preserving its legal identity. The company continues uninterrupted, retaining its assets, liabilities, contractual rights, and legal proceedings.

Once approved, the re-domiciled entity is treated in the same way as a company originally incorporated in Hong Kong and becomes subject to the Companies Ordinance and other applicable local legislation.

Key Characteristics of the Regime

The regime offers several defining features that distinguish it from traditional corporate migration options:

• Eligible Company Types
  The regime applies to non-Hong Kong companies comparable to Hong Kong private companies limited by shares, public companies limited by shares,  private unlimited companies with share capital and public unlimited companies with share capital.  Companies limited by guarantee without share capital are excluded.
• No Economic Substance Threshold
  There is no minimum size, turnover, or sector requirement, making the regime accessible to a broad range of businesses.
• Retention of Legal Structure
  Companies must re-domicile using their existing legal form. Conversion into a different corporate type is not permitted as part of the process.
• Full Local Status After Migration
  Once re-domiciled, the company is regarded as a Hong Kong-incorporated entity for corporate law purposes.
• Inbound-Only Mechanism
  The regime allows migration into Hong Kong but does not provide a statutory route for companies to migrate out.
• Ongoing Compliance Obligations
  Re-domiciled companies must maintain a registered office in Hong Kong and comply with all applicable filing, governance, and statutory requirements.

Strategic Benefits of Re-Domiciling to Hong Kong

Re-domiciliation offers significant commercial and operational advantages:

Continuity of Business Operations

The company’s existence remains uninterrupted. There is no liquidation, asset transfer, or novation of contracts, which helps preserve commercial relationships and regulatory approvals.

Cost and Time Efficiency

By avoiding dissolution and re-incorporation, companies reduce administrative burden, professional fees, and execution risk.

Eligibility Requirements

To qualify for re-domiciliation, a company must satisfy both jurisdictional and corporate conditions.

Legal Eligibility

• Permission Under Home Jurisdiction Law
  The laws of the company’s original jurisdiction of incorporation must allow outbound re-domiciliation (for example, permitted in the BVI and Cayman Islands but restricted in certain jurisdictions such as Bermuda).
• Comparable Corporate Form
  The company must closely correspond to one of the eligible Hong Kong company types.
• Operating History
  The company must have completed at least one full financial year prior to applying.

Financial and Integrity Safeguards

The regime incorporates safeguards to protect stakeholders and the integrity of the process:

• Solvency Confirmation
  The company must not be in liquidation or receivership. Directors are required to certify solvency.
• Good Faith Requirement
  Applications must be made genuinely and not for improper or abusive purposes.
• Member and Creditor Protection
  Approval from at least 75% of members is required, and creditors must be formally notified of the proposed re-domiciliation.

Re-Domiciliation Application Process

When documentation is complete, the re-domiciliation procedure typically takes around two weeks.

Key documents include:

• Proposed Articles of Association aligned with Hong Kong requirements
• Legal opinion from the original jurisdiction confirming eligibility and compliance
• Director’s certificate confirming solvency and good faith
• Recent financial statements (audited or unaudited, dated within the last 12 months)
• Prescribed application forms containing corporate particulars

Upon approval, the Companies Registry issues a Certificate of Re-Domiciliation, confirming the company’s status as a Hong Kong entity.

Following re-domiciliation, the company must:

• Deregister from its original jurisdiction within 120 days
• File post-registration forms reporting corporate details
• Maintain a registered office in Hong Kong
• Appoint a Company Secretary and a Designated Representative

Hong Kong Tax Implications

Hong Kong’s territorial tax system provides clarity and potential advantages for re-domiciled companies:

• Profits Tax
  Only profits arising in or derived from Hong Kong are subject to tax.
• Tax Residency and Treaties
  Re-domiciled companies are generally regarded as Hong Kong tax residents for treaty purposes, subject to meeting substance and management requirements.
• Stamp Duty
  No stamp duty is payable on the re-domiciliation itself, although subsequent transfers of shares may attract Hong Kong stamp duty.

Considerations for Regulated Industries

Companies operating in regulated sectors—such as banking, insurance, and financial services—must engage with the relevant regulators and comply with sector-specific legislation, including licensing and approval requirements under applicable ordinances.

Early regulatory engagement is strongly recommended to avoid delays.

Who Should Consider Re-Domiciling to Hong Kong?

The Hong Kong company re-domiciliation regime is particularly attractive for:

• Businesses with existing or planned operations in Hong Kong
• Financial institutions and insurers seeking regulatory alignment
• Holding companies managing investment or intellectual property structures
• Corporate groups aiming to access Hong Kong’s extensive tax treaty network
• Multinational enterprises adapting to evolving global tax and transparency standards

Next Steps

The re-domiciliation regime offers a flexible and business-friendly route for companies seeking a stable, internationally recognised legal base in Hong Kong.

For tailored advice on whether re-domiciliation is suitable for your organisation, and for guidance on the application process, please contact us via the enquiry form.

Disclaimer: This article is for reference only. Nothing herein shall be construed as Hong Kong legal advice or any legal advice for that matter to any person. Oldham, Li & Nie shall not be held liable for any loss and/or damage incurred by any person acting as a result of the materials contained in this article.