Hong Kong is rolling out a new company re-domiciliation regime in 2025, offering foreign-incorporated companies an easy path to relocate their corporate domicile to Hong Kong.
This guide provides a clear, structured overview of the regime – from its purpose and benefits to eligibility, step-by-step procedures, tax treatment, and ongoing compliance.
General Overview of New Company Re-domiciliation Regime in HK
Hong Kong’s inward re-domiciliation regime enables a non-Hong Kong incorporated company to transfer its place of incorporation to Hong Kong without losing its corporate identity. In practical terms, a foreign company can become a Hong Kong-registered company while maintaining legal continuity – there is no need to liquidate or form a new entity. Once re-domiciled, the company is treated as if it were incorporated in Hong Kong from that point forward, with the same rights and obligations as any local company of the same type.
Companies re-domiciling to Hong Kong can preserve their operations and contracts seamlessly, since the corporate entity remains the same – only its domicile changes. This ensures business continuity (existing contracts, assets, and legal proceedings remain in effect) and avoids disrupting relationships with customers or suppliers.
The new regime aligns with Hong Kong’s broader strategy to strengthen its status as a global business and financial hub. The government is actively encouraging foreign businesses – especially those incorporated in places like the British Virgin Islands, Cayman Islands, Bermuda, and other offshore centers – to set up or relocate operations to Hong Kong.
Eligibility Criteria
The regime is open to a range of corporate entities, but with some limits. Eligible company types include:
- Private companies limited by shares,
- Public companies limited by shares,
- Private unlimited companies with share capital, and
- Public unlimited companies with share capital.
These correspond to the main categories of companies under Hong Kong’s Companies Ordinance (Cap. 622). In other words, if your company is one of the above types (or a comparable type in its original jurisdiction), it can seek re-domiciliation.
Notably, Hong Kong imposes no size or economic substance requirements – there are no minimum asset, revenue, or employee thresholds to qualify. This makes the Hong Kong regime more flexible than some other jurisdictions (for example, Singapore’s regime requires certain economic substance tests, which Hong Kong’s does not).
Companies limited by guarantee (without share capital) and certain other forms not recognized under the Companies Ordinance are not eligible to re-domicile.
Basic Requirements
To ensure only suitable companies use the regime, applicants must meet several key criteria among which:
| Criteria | Description |
|---|---|
| Legal Authorization in Home Jurisdiction | The law of the company’s original place of incorporation must permit it to re-domicile abroad, and the company must follow any home country procedures for an outbound migration (e.g., shareholder approval or government consent). |
| Comparable Company Type | The company’s type in the home jurisdiction must be the same as or substantially similar to one of the permitted types in Hong Kong. The fundamental character of the company cannot change during re-domiciliation (e.g., a non-share capital entity cannot become a share-capital company). |
| Minimum Age – One Financial Year | The applicant company must have been incorporated for at least one financial year before applying. Typically, this means the company has passed its first annual financial period. A certified copy of the incorporation certificate and proof of the financial year-end date (confirming that one year has passed) must be provided. |
| Solvency | The company must be solvent and financially sound. It should be able to pay its debts in full within 12 months of the application date, and it must not be in liquidation or subject to winding-up proceedings. |
| Member and Creditor Protection | The re-domiciliation must be in good faith and not intended to defraud existing creditors. Shareholders (members) of the company must consent to the move. |
| Proper Dissolution of Original Registration | After re-domiciling to Hong Kong, companies must de-register in their original jurisdiction within a specified timeframe, ensuring they are not simultaneously active in two places and preventing "double incorporation." |
Step-by-Step Re-domiciliation Process
Re-domiciling a company to Hong Kong involves a series of steps and documentation at each stage. Below is a step-by-step roadmap:
1. Preliminary Preparations and Checks
- Assess Eligibility: Verify that your company meets all the eligibility criteria outlined above.
- Internal Approvals: Secure the necessary corporate approvals for re-domiciliation. Typically, the board of directors should formally resolve to pursue re-domiciliation, and shareholders must give consent (per original law or via a special resolution).
- Name Availability: (Optional but recommended) Check that your company’s name is available in Hong Kong. If another local company already has an identical name, you may need to adopt an alternate name upon re-domiciliation. The Hong Kong Companies Registry’s online search can be used to verify name availability.
- Financial Statements: Ensure you have up-to-date financial statements (preferably audited) to demonstrate solvency.
- Regulatory Consultation (if applicable): If your company is in a regulated sector (such as banking, insurance, etc.), engage with the Hong Kong regulator early.
2. Prepare Required Documentation
Re-domiciliation applications must include an array of supporting documents to prove that all requirements are met. Key documents include:
- Legal Opinion: A formal opinion letter from a lawyer qualified in your original incorporation jurisdiction. This opinion must confirm (i) that the home law permits outward re-domiciliation, and (ii) that all relevant requirements of that law have been complied with (e.g. any filings or approvals obtained).
- Certified Incorporation Documents: A certified copy of the company’s Certificate of Incorporation (or comparable formation document) from the original jurisdiction. Also, copies of the current constitutional documents (e.g. Memorandum and Articles of Association or equivalent) should be prepared, since these will often be updated or replaced upon re-domiciliation.
- Proposed Hong Kong Articles: A copy of the proposed Articles of Association that the company will adopt upon registering in Hong Kong (required by the Companies Registry). Many companies use Hong Kong’s Model Articles as a base, tailoring as needed. This document ensures the company’s governance rules comply with Hong Kong law going forward.
- Directors’ Certificate(s): One or more certificates signed by a director (authorized by the board) attesting to certain matters, such as the company’s solvency and compliance with the application requirements.
- Shareholders’ Resolution: A certified copy of the members’ resolution approving the re-domiciliation (if such a resolution was needed).
- Application Form: Complete the official Re-domiciliation Application Form (to be submitted in the prescribed form). Hong Kong will have a specified form – essentially a detailed form that includes the company’s particulars and certain declarations.
3. Submission of Application
- File with the Companies Registry: Submit the signed re-domiciliation application form along with all supporting documents to the Hong Kong Companies Registry. The regime allows both electronic and paper submissions. In fact, Hong Kong will integrate this with its electronic system: if you file electronically, the application fee is HK$6,050, whereas paper filing costs HK$6,725. The fee is a one-time application fee similar to an incorporation charge (These figures were specified in the draft legislation and may be subject to final confirmation when the law takes effect).
- Business Registration: When the Registrar processes a re-domiciliation, Hong Kong’s system will also handle the business registration with the Inland Revenue Department simultaneously (this mirrors the process for new incorporations).
- Await Approval: The Companies Registry will review the submission. **If all required information and documents are in order, approval is typically granted within approximately two weeks.
4. Registration in Hong Kong and Effective Date
- Issuance of Certificate: Upon approving the application, the Registrar will register the company as a “re-domiciled company” in the Hong Kong Companies Register and issue a Certificate of Re-domiciliation. The date printed on this certificate is the effective date of re-domiciliation – from that day onward, for legal purposes, the company is considered a Hong Kong-incorporated company. The certificate serves as official proof of the company’s status (The company will also receive a new company number and a Business Registration Certificate as a Hong Kong entity, though it may retain its original name as long as there’s no conflict).
- Public Registration: The details of the company will be made available for public search in the Companies Registry’s database, just like any other local company. Interested parties can see that the company was “registered by way of re-domiciliation” and the date it took effect. From an operational standpoint, the company can now start conducting business as a Hong Kong company (opening bank accounts, signing contracts under Hong Kong identity, etc.), subject to any industry-specific licenses it may need.
5. Post-Registration Actions and Compliance
- Deregister in Original Jurisdiction: After moving to Hong Kong, the company must deregister or cease its incorporation in the original country within 120 days of the re-domiciliation date.
- Transition Business Matters: Update all business stationery, contracts, and regulatory filings to reflect the company’s new domicile and Hong Kong company number. Inform business partners and clients as needed that the company is now incorporated in Hong Kong (though its identity remains the same).
- Ongoing Compliance: The re-domiciled company must comply with all ongoing requirements of Hong Kong law (detailed in the next section). The company must have the required number of directors and a company secretary in place from the re-domiciliation date (as provided in the application form). Typically, companies would have addressed this prior to application.
Hong Kong authorities have expressed that the process is meant to be efficient and straightforward, with digital filing options and clear guidelines.
Tax Implications for Re-domiciled Companies
A major consideration in re-domiciling is how it affects the company’s taxes. Hong Kong is known for its low and simple tax regime, and the re-domiciliation law includes specific provisions to ensure tax clarity and avoid double taxation. Below are the key tax implications:
| Key Tax Implication | Description |
|---|---|
| Hong Kong’s Tax Principle – Territorial Source | Hong Kong taxes are based on the source of profits, not on a company’s residence or domicile. Profits arising in or derived from Hong Kong are subject to Profits Tax. The Profits Tax rate is 16.5% for corporations (lower rate for the first HK$2 million of profits for qualifying companies). No capital gains tax, no tax on dividends, and no withholding tax on dividends or interest. Moving the domicile to Hong Kong does not create a tax liability if the company’s activities remain offshore. |
| No Tax on Past Offshore Profits | A non-Hong Kong company that relocates to Hong Kong will not be taxed on profits earned before re-domiciliation, provided the company never carried on business in Hong Kong. |
| Pre-existing Hong Kong Operations | If the company was already conducting business in Hong Kong (e.g., through a branch or representative office) and had Hong Kong–sourced profits, those profits remain taxable in Hong Kong, even for periods before re-domiciliation. The re-domiciliation does not erase any Hong Kong tax liabilities for prior years. |
| Tax Residence Status and Treaties | Once re-domiciled, the company will be considered “incorporated in Hong Kong” for tax purposes, making it a Hong Kong tax resident. This status allows access to Hong Kong’s network of Double Taxation Treaties (DTAs). |
| Tax Compliance | After re-domiciliation and if the company starts doing business in Hong Kong, it must register with the Inland Revenue Department and file annual tax returns like any other Hong Kong company. Companies should review past profits for compliance. It's advisable to consult a tax advisor for planning to optimize the transition. Hong Kong’s tax regime is one of the most straightforward globally. |
Legal and Compliance Requirements Post Re-domiciliation
Bringing a company into Hong Kong is not the end of the journey – the company will then be governed by Hong Kong laws and regulations on an ongoing basis. Here are the key legal and compliance obligations and considerations once a company has re-domiciled:
Legal Status and Continuity
Upon re-domiciliation, the company is treated as if it were incorporated in Hong Kong from the effective date. It does not create a new legal entity – the company retains its original legal personality, with all its existing assets, liabilities, and contracts intact. All ongoing legal proceedings or contracts involving the company are unaffected; they continue with the company now considered a Hong Kong company.
Companies Ordinance Compliance
After re-domiciliation, the company must comply with the Companies Ordinance (Cap. 622) and related regulations just like any other local company. Key ongoing requirements include:
- Constitution: The company will operate under its new Hong Kong Articles of Association (or any modified version registered). Any future changes to its Articles must comply with Hong Kong law (special resolutions, etc.).
- Directors and Officers: The company must have the required number of directors.
- Company Secretary: Every Hong Kong company must have a Company Secretary. The company secretary is an officer responsible for statutory compliance (maintaining records, filing returns). The secretary can be an individual (resident in Hong Kong) or a corporate service provider based in Hong Kong. The person or entity named as secretary in the application becomes the secretary upon re-domiciliation. If the company did not have a comparable role before, it must appoint a qualified person or trust company as its Hong Kong secretary.
- Registered Office: The company must maintain a registered office address in Hong Kong (a physical address for receiving official communications). The registered office was likely specified in the application. If at any time it changes, the company must notify the Companies Registry of the new address. This address is public information.
- Annual Returns: The company must file an Annual Return with the Companies Registry each year, on time.
- Ongoing Notifications: The company will need to notify the Companies Registry of changes such as: changes in directors or their particulars, changes in company secretary, allotment of new shares, changes in capital structure, etc. These are done via specified forms (e.g. Form ND2A for director changes, NSC for share capital changes). Essentially, the company must keep its Hong Kong public filings up to date as things change.
- Business Registration Renewals: The company’s Hong Kong business registration certificate (issued by the IRD) must be renewed annually (or once every 3 years if opting for 3-year certificates). This is a simple tax office formality with a fee (which is often auto-notified to the company’s registered office).
The government has expressed confidence that this new mechanism will be a “simple and accessible re-domiciliation mechanism” for companies worldwide to make Hong Kong their home. With careful planning and adherence to the steps and requirements outlined in this guide, companies can smoothly navigate the re-domiciliation process and begin a new chapter in Hong Kong’s dynamic business environment.
