With a view to strengthen Hong Kong’s position as a global business and financial hub, the Government of Hong Kong has introduced a company re-domiciliation regime in Hong Kong under the Companies (Amendment) (No. 2) Ordinance 2025 (the “Amendment Ordinance”).
The company re-domiciliation regime provides a simple, accessible and cost-effective route for non-Hong Kong corporations to re-domicile to Hong Kong while maintaining their legal identity as a body corporate and ensuring business continuity.
What to consider for re-domiciliation?
To be eligible to apply for re-domiciliation to Hong Kong, the non-Hong Kong corporation (the “applicant”) must satisfy or fulfil, among others, the requirements or conditions set out below:
(a) General:
(i) the law of the applicant’s place of incorporation allows the applicant to transfer its domicile to another jurisdiction, and the applicant has complied with the requirements of the law of its original domicile in this regard;
(ii) the company type of the applicant under the law of its place of incorporation is the same or substantially the same as the type which the applicant proposes to register under the CO; and
(iii) as at the date of application, the applicant’s first financial year end since its incorporation has passed;
(b) Integrity:
(i) the applicant shall comply with all requirements in the CO in respect of re-domiciliation; and
(ii) the intended re-domiciled company must not be used for an unlawful purpose or for a purpose contrary to public interest;
(c) Member and creditor protection:
(i) the re-domiciliation application is made by the applicant in good faith and not intended to defraud its existing creditors; and
(ii) If under the law of the place of incorporation or the constitutional document of the applicant, members’ consent is required for the redomiciliation to Hong Kong, such consent has been obtained. If there is no such requirement, the applicant has obtained members’ consent in accordance with the requirements under the CO; and
(d) Solvency:
(i) the applicant will be able to pay its debts which fall due within the period of 12 months beginning on the application date; and
(ii) the applicant is not in liquidation and no proceedings for liquidation against the applicant are ongoing or pending.
Why should you consider Hong Kong?
The main features of the re-domiciliation regime are as follows:
- it provides a simple and cost-effective route for non-Hong Kong corporations to re-domicile to Hong Kong;
- it is an inward regime which allows non-Hong Kong corporations to redomicile to Hong Kong but not the other way round;
(c) it is applicable to non-Hong Kong corporations which are comparable to the following four types of companies that could be formed under the CO, namely,
(i) public companies limited by shares;
(ii) private companies limited by shares;
(iii) public unlimited companies with a share capital; and
(iv) private unlimited companies with a share capital;
(d) re-domiciliation does not have the effect of creating a new legal entity and will not affect the business continuity of the company, or any property, rights, obligations, liabilities, as well as the contractual and legal processes of the company; and
(e) there is no economic substance test imposed on the non-Hong Kong corporations applying to re-domicile to Hong Kong.
At OMC Group we stand ready to assist you. For more information on re-domiciling your company to Hong Kong, please contact us.
