January 28, 2026

Update on Hong Kong’s Company Re-domiciliation Regime

In May last year we issued a bulletin on Hong Kong’s new inward re-domiciliation regime which commenced on 23 May 2025. The regime introduces a new Part 17A to the Companies Ordinance (Cap. 622), providing a statutory mechanism for non-Hong Kong incorporated companies to transfer their domicile to Hong Kong.

Since that time, Hong Kong’s inward re-domiciliation regime has become fully operational. As of late January 2026, the regime has transitioned from implementation to active market adoption.

On 26 January 2026, the Secretary for Financial Services and the Treasury, Mr. Christopher Hui, confirmed the regime has received a positive market response. Of the 30 applications currently in progress, 14 have already received approval, representing a nearly 50% clearance rate in the regime's initial phase. In addition there have been over 400 enquiries.

Notable Completions include:

Manulife (International) Limited: Completed December 2025.
AXA China Region Insurance Company (Hong Kong) Limited: Completed January 2026.

Our team includes experts with extensive prior experience practising in key offshore jurisdictions (including the BVI, Cayman Islands, and Bermuda). Therefore, we are uniquely positioned to navigate clients through thedual complexities of the offshore exit and the onshore entry. We can assist by coordinating with offshore counsel to procure the necessary legal opinions and manage exit procedures. We can provide a seamless service and handle all documentation required for the application.

Please see below the key legal mechanisms, procedural requirements, and initial market data regarding the scheme.

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1. Effect of Registration

The fundamental principle of the regime as established under the Companies (Amendment) (No. 2) Ordinance 2025 is that re-domiciliation does not create a new legal entity. Upon successful application, the Applicant will be registered in the Companies Register.

Because the re-domiciled company remains the same legal entity, the re-domiciliation does not affect:

· The identity or continuity of the re-domiciled company as a body corporate;

· Any contract made, resolution passed, or other thing done by or in relation to the company;

· Any function, property, right, privilege, obligation, or liability acquired, accrued, or incurred by the company; and

· Any legal proceedings commenced or continued by or against the company.

It should be noted that only allows companies from overseas to transfer their domicile into Hong Kong (i.e., inward company re-domiciliation only). The regime 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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2. Eligibility and Scope

The regime is available to four types of companies (private/public limited by shares, and private/public unlimited with share capital). Companies limited by guarantee are currently excluded.

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Regulatory Pre-Clearance for Financial Institutions

It is critical to note that for regulated entities—specifically Authorised Institutions (under the Banking Ordinance) and Authorised Insurers (under the Insurance Ordinance)—re-domiciliation is not a unilateral corporate action. Such entities must obtain written consent or a letter of no objection from their respective regulators (the HKMA or the Insurance Authority) before filing the application with the Companies Registry.

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3. Procedural Requirements and Timelines

Applicants must submit Form NNC6 (Application for Re-domiciliation) via the Registry’s electronic or hard-copy channels.

Member Consent: Evidence that the transfer has been approved by members in accordance with the law of the original jurisdiction. Where such laws are silent, a resolution passed by at least 75% of the votes of eligible members is required.
Solvency Statement: The directors must provide a statement confirming that the company is solvent and able to pay its debts in full for the 12-month period following the application date.
Legal Opinion Scope & Timing: The application must be supported by a legal opinion issued by a practitioner in the original jurisdiction within 35 days before the application date. This opinion must explicitly confirm:
1. The law of the original jurisdiction permits outward re-domiciliation;
2. The company type is eligible;
3. All required member/creditor approvals have been obtained; and
4. The company is not subject to any winding-up orders or pending liquidation proceedings.
Evidence of Deregistration (Risk of Revocation): Upon successful re-domiciliation, the company is granted a statutory period of 120 days to provide evidence that it has been formally deregistered in its original jurisdiction. Extensions are available upon application, but are not automatic. Failure to provide this evidence may result in the Registrar revoking the Hong Kong re-domiciliation.

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4. Tax and Stamp Duty Implications

Amendments to the Inland Revenue Ordinance (Cap. 112), provide for transitional tax certainty.

Tax Residence: A re-domiciled company is generally regarded as a Hong Kong resident for tax treaty purposes. However, confirmation of residence under a specific Comprehensive Double Taxation Agreement (CDTA) is subject to the specific treaty wording and the interpretation of the Inland Revenue Department (IRD).
Stamp Duty: No stamp duty arises solely from the re-domiciliation itself, as there is no transfer of beneficial ownership. However, any subsequent transfer of shares in the re-domiciled company will be subject to Hong Kong stamp duty.
Unilateral Tax Credits: To mitigate double taxation, the regime allows for unilateral tax credits in respect of exit taxes paid in the original jurisdiction, subject to statutory limits and IRD practice.

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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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