Effective from 23 May 2025, Hong Kong’s new re-domiciliation regime allows eligible foreign companies to transfer their place of incorporation to Hong Kong — a move aimed at bolstering the city’s role as an international business hub.

Background: why the regime matters

Before the new legislation, if a foreign company wanted to migrate its incorporation to Hong Kong, it typically had to wind up in its original jurisdiction, establish a new company in Hong Kong, and transfer assets and operations.

This often led to administrative complexity, substantial taxes and costs, and potential disruption to business operations, branding and corporate history.

The new Companies (Amendment) (No. 2) Ordinance 2025, in force since 23 May 2025, eliminates these barriers by introducing a formal inward re-domiciliation framework. This aligns Hong Kong with other global financial centres that already offer similar options, such as Singapore and certain offshore jurisdictions.

What is re-domiciliation for companies?

Re-domiciliation allows a company incorporated in one jurisdiction to change its legal domicile to another — without dissolving the original entity. This preserves its legal identity, history, and existing contractual relationships, while allowing it to continue operations under a new legal system.

The regime aims to provide a simple and cost-efficient procedure for non-Hong Kong incorporated companies to re-domicile to Hong Kong, subject to certain conditions being satisfied.

Eligibility criteria: who can apply?

The regime is open to four company types (or their equivalent in the original jurisdiction):

• Private companies limited by shares
• Public companies limited by shares
• Private unlimited companies with share capital
• Public unlimited companies with share capital

Companies limited by guarantee without share capital — typically used by non-profit organisations — are not eligible.

Notably, there are no economic substance requirements, meaning a company’s size, asset value, revenue, or number of employees do not affect eligibility. This makes the regime accessible to holding companies, family offices, and businesses of all scales.

However, the original jurisdiction must allow for outward re-domiciliation. Popular jurisdictions like the British Virgin Islands, Bermuda, and the Cayman Islands already provide such mechanisms.

The company must also comply with the original jurisdiction’s requirements for outward re-domiciliation, such as shareholder approval, notifying creditors and approval from relevant industry regulators.

Additional conditions

Other important conditions for eligibility include:

• Incorporation period: The company must have been incorporated for at least one financial year.
• Members’ consent: If not required by the laws of the original jurisdiction or existing constitutional documents of the company, Hong Kong law requires the company to obtain at least 75% approval from its members entitled to vote.
• Solvency: The board must be confident that the company can pay its debts in the 12 months following the application.
• Clean legal standing: The company must not be in liquidation, under receivership, or involved in any compromise arrangements or fraud.
• Compliance: The company must meet Hong Kong’s Companies Ordinance (Cap. 622) requirements for re-domiciliation, which are similar to those for incorporation of a Hong Kong entity.

The application process for re-domiciliation in Hong Kong

Applications are submitted to the Hong Kong Companies Registry using Form NNC6, alongside an application fee and a package of supporting documents:

1. A copy of the proposed Articles of Association for the intended re-domiciled company
2. A legal opinion from a legal practitioner in the company’s original jurisdiction, confirming it meets the eligibility criteria (dated within 35 days of the application)
3. A director’s certificate confirming the company meets the eligibility criteria (also within 35 days)
4. Certified copies of the company’s constitutional documents and members’ resolution approving the transfer of incorporation
5. Financial statements not older than 12 months (audited or unaudited depending on the original jurisdiction)
6. A Notice to the Business Registration Office (IRBR5) with applicable registration fees, if the company isn’t already registered for business in Hong Kong

Processing time

If all documents are in order, the application may be approved in as little as two weeks.

Deregistration and legal effect

Once the application is approved, the Registrar issues a Certificate of Re-domiciliation. From this date (the “Re-domiciliation Date”), the company is legally considered to be incorporated in Hong Kong.

Once re-domiciled, the company is treated like any other Hong Kong-incorporated entity — with the same legal rights, responsibilities, and compliance obligations under the Companies Ordinance.

From the re-domiciliation date, the company has 120 days to submit proof of deregistration from its original jurisdiction. Failure to do so may result in the revocation of its Hong Kong registration.

Importantly, re-domiciliation does not create a new legal entity — all assets, obligations, and contracts carry over. However, companies should review their existing contracts to ensure that the change in domicile does not trigger any consent clauses or regulatory implications.

Sector-specific considerations

Companies operating in regulated sectors such as banking and insurance are advised to engage early with the Hong Kong Monetary Authority or Insurance Authority before applying for re-domiciliation.

Similarly, listed companies must assess the impact of re-domiciliation on their listing status and should seek legal advice regarding disclosure, compliance, and exchange rules.

Regulatory support & resources

The Companies Registry has launched a dedicated thematic section with detailed guidance, forms, and FAQs to help companies and advisors navigate the new regime.

How HKWJ Tax Law can help

At HKWJ Tax Law, we specialise in corporate restructuring, cross-border and tax-related advisory, and entity establishment. Our team is well-versed in the re-domiciliation framework and can assist with eligibility assessments, document preparation, tax implication/consequence study and analysis and end-to-end regulatory support.

Whether you’re looking to relocate your holding structure, expand your presence in Asia, or strengthen your legal base in Hong Kong — we’re here to help.