HONG KONG COMPANY RE-DOMICILIATION REGIME
BACKGROUND
A company re-domiciliation regime (the “Regime”) was introduced under the Companies (Amendment) (No. 2) Ordinance 2025 (“CO”) on 23 May 2025. With such a regime, non-Hong Kong corporations may apply to re-domicile to Hong Kong.
FEATURES
a) It provides a simple and cost-effective route for non-Hong Kong corporations to re-domicile to Hong Kong;
b) It is an inward regime which allows non-Hong Kong corporations to re-domicile 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:-
public companies limited by shares;
private companies limited by shares;
public unlimited companies with a share capital; and
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;
e) There is no economic substance test imposed on the non-Hong Kong corporations applying to re-domicile to Hong Kong.
f) Re-domiciled company will be treated as Hong Kong-incorporated company under the CO with the same rights, obligations and filing requirements, as companies originally incorporated in Hong Kong.
LEGAL EFFECT OF RE-DOMICILIATION TO HONG KONG
Sections 2(5A) and 820D of the CO provide that a company re-domiciled to Hong Kong will be considered a company incorporated in Hong Kong from the date of re-domiciliation, and that all provisions applicable to a Hong Kong-incorporated company will apply equally to a re-domiciled company. The re-domiciliation procedure will not create a new legal identity and all contracts, resolutions, functions, property, rights, privileges, obligations or liabilities that are owned, acquired or incurred by the company before re-domiciliation will be unaffected after re-domiciliation. Legal proceedings initiated, or that could have been initiated, by or against the overseas company before re-domiciliation will remain effective.
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