May 15, 2025

Hong Kong's New Re-domiciliation Regime

On 14 May 2025, the Companies (Amendment) (No. 2) Bill 2024 (the “Bill”) was passed by the Legislative Council of Hong Kong. The new legislation will take effect on 23 May 2025.

The Bill allows for the first time certain companies incorporated outside of Hong Kong to transfer their domicile to Hong Kong and to subsequently become registered as Hong Kong companies. Under the regime, re-domiciled companies are recognised as the same and continuing entity. The re-domiciled company not only preserves its legal identity, but also retains all of its assets, intellectual property, contracts and corporate history.

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Why re-domicile?

Similar re-domiciliation regimes exist already in a number of other jurisdictions including the Cayman Islands, the British Virgin Islands, Bermuda, Delaware and Singapore.

Re-domiciliation may be done for a number of reasons. As compared to other options, re-domiciliation can simply be a faster and more effective way for an existing overseas company to relocate its legal base to Hong Kong. In particular, it can be a practical and straightforward way for overseas companies which are already active and registered in Hong Kong to align their legal home with their operational base in Hong Kong.

Previously, without the re-domiciliation regime, if a business owned by an overseas company wished to relocate its activities to Hong Kong, it would need to transfer all of its assets to a newly incorporated Hong Kong company. This process would be time consuming and would mean that the new entity in Hong Kong would not have any of the track record or corporate history of the existing overseas company.

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Which companies can apply?

Foreign companies whose original law of domicile permits transfer of domicile to another jurisdiction can apply. This currently includes companies incorporated in the Cayman Islands, the British Virgin Islands, Bermuda, Delaware and Singapore.

There are four types of companies that are allowed to be re-domiciled to Hong Kong. These are:

· 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.

Companies limited by guarantee without a share capital are excluded.

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What are the requirements?

The following requirements or conditions must be satisfied or fulfilled before the non-Hong Kong-incorporated company (the “Applicant”) could be re-domiciled in Hong Kong:

(i) Duration

The Applicant must have been incorporated for at least one financial year.

(ii) Lawful Purposes

The Applicant shall not use the re-domiciled company for unlawful purposes or purposes contrary to public interest.

(iii) Good Faith

The application for registration shall be in good faith and not intended to defraud its existing creditors.

(iv) Members’ Consent

The Applicant has obtained consent in accordance with the laws of its original domicile or the Applicant’s constitutional document; or, if no such consent is required, then that the Applicant has obtained consent from at least 75% of its members.

(v) Solvency

The Applicant must be able to pay its debts in full within the period of 12 months beginning on the application date.

(vi) Liquidation

The Applicant is not in liquidation.

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What is the timing of the application process?

It is expected that the Registrar of Companies (the “Registrar”) will process applications for registration within two weeks of receiving all required information and documents. Upon successful application, the Registrar will issue a certificate of re-domiciliation.

Within 120 days after the date of issue of the certificate of re-domiciliation (or a longer period subject to the approval of the Registrar), the re-domiciled company must:

(a) deregister from its original domicile; and

(b) submit to the Registrar a document evidencing the deregistration.

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What is the effect of registration?

Upon successful application, the Applicant will be registered in the Companies Register, which is maintained by the Registrar and available for public inspection.

The re-domiciliation does not have the effect of creating a new legal entity, such that the re-domiciled company remains the same legal entity. Therefore, the re-domiciliation does not affect:

(a) the identity or continuity of the re-domiciled company as a body corporate registered in its place of incorporation;

(b) any contract made, resolution passed or other thing done by or in relation to the re-domiciled company; and

(c) any function, property, right, privilege, obligation or liability acquired, accrued or incurred by or to the re-domiciled company.

The re-domiciliation does not render defective any legal proceedings commenced or continued by or against the re-domiciled company.

With effect from the re-domiciliation date, any legal proceedings that could have been commenced by or against the non-Hong Kong incorporated company may be commenced or continued by or against the re-domiciled company.

With effect from the re-domiciliation date, all property of the non-Hong Kong incorporated company will become the property of the re-domiciled company. Accordingly, there will not be any transfer of assets or change in the beneficial ownership of assets throughout the re-domiciliation process and no stamp duty liabilities will arise.

Given that the re-domiciled company will be treated as a Hong Kong company upon re-domiciliation, any subsequent transfer of shares in a re-domiciled company will be subject to Hong Kong stamp duty.

If the company has previously been registered as a registered non-Hong Kong company under the Companies Ordinance (as a registered non-Hong Kong company) before it becomes a re-domiciled company, its existing Hong Kong registration ceases to have effect on the date of issue of the certificate of re-domiciliation. These companies may retain its business registration number and its company name in use in Hong Kong to carry on business in Hong Kong.

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Does the regime apply to Hong Kong companies going abroad?

The proposed re-domiciliation regime in Hong Kong only allows companies from overseas to transfer their domicile into Hong Kong (i.e., inward company re-domiciliation only). It does not permit Hong Kong incorporated companies to re-domicile to other jurisdictions (i.e., the regime does not allow outward re-domiciliation). Hong Kong law currently continues to restrict Hong Kong companies from changing their domicile even if allowed by a foreign regime.

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How we can help

If you would like further information and/or assistance with respect to the re-domiciliation regime, including documentation needed for an application, please contact us.

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