The Hong Kong company re-domiciliation regime, effective 23 May 2025, enables companies incorporated outside of Hong Kong to relocate their place of incorporation to Hong Kong whilst allowing them to keep their legal identity and business continuity. The re-domiciled company will have the same rights and obligations as other Hong Kong incorporated companies under the Companies Ordinance (Cap 622) (“CO”).
Application Conditions for Re-Domiciliation
To re-domicile, non-Hong Kong companies are required to meet the following conditions which will be examined by the Registrar of Companies (“Registrar”) :-
- Eligibility
The following four types of companies (or their comparable types in the original domicile) are eligible for re-domiciliation :-
(a) Private companies limited by shares;
(b) Public companies limited by shares;
(c) Private unlimited companies with share capital; and
(d) Public unlimited companies with share capital.
There are no economic substance requirements regarding asset value, revenue or number of employees, which means holding companies and companies of all sizes can apply as long as they meet the application conditions.
- Jurisdictional Requirements
(a) The original domicile jurisdiction must allow outward re-domiciliation and the company must comply with its relevant local laws.
(b) The company must be incorporated for more than one financial year before application.
- Shareholder Approval
If the original jurisdiction’s laws or the company’s constitutional document do not require members’ consent for the re-domiciliation, the CO requires that the company obtain consent from more than 75% majority of the members entitled to vote for the re-domiciliation via resolution.
- Other Requirements
(a) The company is not in liquidation and no proceedings for liquidation against the company are ongoing or pending.
(b) The directors must form an opinion that the company can pay its debts which fall due within the period of 12 months beginning from the application date.
(c) The application must be in good faith and not intended to defraud creditors.
(d) The application must not be used for an unlawful purpose or for a purpose contrary to public interest.
The process for re-domiciliation involves submission of the application fee and the following documents to the Registrar :-
(a) Re-domiciliation application form (Form NNC6);
(b) Notice to Business Registration Office (IRBR5);
(c) Legal opinion issued by a legal practitioner in the company’s original jurisdiction issued within 35 days of application confirming eligibility;
(d) Director’s certificate issued within 35 days of application confirming eligibility;
(e) Proposed articles of association;
(f) Certified copy of each constitutional document;
(g) Certified copy of the members’ resolution approving the re-domiciliation; and
(h) Audited / unaudited accounts as at a date no more than 12 months prior to the application date.
The usual approval time for an application is two weeks upon receipt of all required information and documentation by the Registrar. Thereafter, the Registrar will issue a certificate of re-domiciliation, which will mark the date when the company is deemed Hong Kong-incorporated (“Re-domiciliation Date”). As soon as practicable after the Re-domiciliation Date, the re-domiciled company must take all reasonable steps to procure its deregistration in the place of incorporation. The company must then provide proof of deregistration from its original jurisdiction of incorporation within 120 days of the Re-domiciliation Date (unless the time period is otherwise extended).
Legal and Regulatory Effects Post Re-Domiciliation
(a) The company will have continuity of identity and would not be treated as a new legal entity.
(b) It will have the same rights and obligations as other Hong Kong incorporated companies and will be subject to the requirements of the CO.
(c) All contracts and contractual obligations pre-re-domiciliation remain intact.
No stamp duty will arise from the process of a company’s re-domiciliation as it will not entail any transfer of the company’s assets or change in the beneficial ownership of any of those assets.
A re-domiciled company is required to keep a register of members in Hong Kong under the CO. Same as a Hong Kong incorporated company, any transfer of shares of a re-domiciled company on or after the Re-domiciliation Date will be subject to stamp duty.
If a re-domiciled company was previously registered as a registered non-Hong Kong company under Part 16 of the CO immediately before the Re-domiciliation Date, its registration under Part 16 of the CO ceases to have effect on the date of issuance of the certificate of re-domiciliation.
If immediately before the re-domiciliation, the non-Hong Kong company is required, but has yet, to comply with any requirement under the CO, the company is required to comply with the requirement as if the re-domiciliation had not taken place and it were still a registered non-Hong Kong company.
Other regulated entities like insurers, banks and listed companies must ensure compliance with the requirements of the relevant authorities / stock exchange before applying for re-domiciliation.
If you have any questions on the above eNews or require assistance in relation to assessing re-domiciliation requirements and application, corporate services, company restructuring, regulatory and compliance, experienced lawyers in our Corporate and Commercial team will be happy to assist you.
