On 23 May 2025, Hong Kong introduced a landmark inward company re-domiciliation regime under the Companies (Amendment) (No. 2) Ordinance 2025, adding Part 17A to the Companies Ordinance (Cap. 622). This regime allows eligible non-Hong Kong companies to transfer their place of incorporation to Hong Kong while retaining their legal identity — without the need for winding up, court-sanctioned schemes, or asset transfers.
What is Company Re-domiciliation?
Re-domiciliation is the process by which a company changes its country of incorporation while maintaining its status as the same legal entity. Unlike the traditional approach of winding up an overseas company and incorporating a new Hong Kong entity — which disrupts contracts, banking relationships, and corporate history — re-domiciliation preserves continuity. The company's assets, intellectual property, contractual rights, obligations, and legal proceedings all remain unaffected.
The regime is inward-only: it permits foreign companies to move into Hong Kong, but Hong Kong-incorporated companies cannot use it to move out.
Eligibility Requirements
To qualify for re-domiciliation, a company must meet all of the following conditions:
- Company type: The applicant must be the same as or substantially similar to one of four Hong Kong company types — private company limited by shares, public company limited by shares, private unlimited company with a share capital, or public unlimited company with a share capital. Companies limited by guarantee are excluded.
- Home jurisdiction permission: The company's original place of incorporation must permit outward re-domiciliation. Common qualifying jurisdictions include the British Virgin Islands (BVI), Cayman Islands, Bermuda, and certain other common law jurisdictions.
- Operating history: The company must have completed at least one full financial year since its incorporation.
- Solvency: Directors must certify that the company can pay its debts as they fall due for at least 12 months from the application date. The company must not be in liquidation or have any winding-up proceedings pending.
- Member consent: Where the home jurisdiction's law or the company's constitution does not already mandate consent, at least 75% of eligible members must approve the re-domiciliation by special resolution.
- Good faith: The application must not be for an unlawful purpose, against the public interest, or intended to defraud creditors.
Importantly, Hong Kong imposes no economic substance test. Unlike Singapore's regime, which requires minimum assets of S$10 million, revenue of S$10 million, or 50 employees, Hong Kong's regime is open to companies of any size that meet the above criteria.
Application Process
The application is submitted to the Companies Registry and typically follows these steps:
- Confirm eligibility and obtain member consent (at least 75% where required)
- Engage a legal practitioner in the original jurisdiction to issue a legal opinion (dated within 35 days of application)
- Prepare a Director's Certificate confirming solvency and compliance (also within 35 days)
- Draft proposed Hong Kong articles of association
- Prepare certified copies of constitutional documents and the member resolution
- Submit Form NNC6 (Re-domiciliation Application) together with Form IRBR5 (Notice to Business Registration Office) and the prescribed fee
- Companies Registry reviews and, if satisfied, issues a Certificate of Re-domiciliation — normally within two weeks of receiving a complete application
Critical deadline: Within 120 days of the Certificate of Re-domiciliation, the company must deregister from its original jurisdiction and provide evidence to the Companies Registry. An extension may be applied for, but failure to comply can result in revocation of the Hong Kong registration.
Post-Re-domiciliation Obligations
Upon successful re-domiciliation, the company is treated as a Hong Kong-incorporated company and must comply fully with the Companies Ordinance. Key requirements include:
- Maintaining a registered office address in Hong Kong
- Appointing a company secretary (individual resident in Hong Kong or a TCSP-licensed corporate secretary)
- Keeping a member register and other statutory records in Hong Kong
- Filing annual returns with the Companies Registry
- Preparing audited financial statements and filing profits tax returns with the IRD
If the company was previously registered under Part 16 of the Companies Ordinance as a non-Hong Kong company, that registration ceases upon the issue of the Certificate of Re-domiciliation.
Tax Implications
Re-domiciled companies are subject to Hong Kong's territorial tax system. The two-tiered profits tax rates apply: 8.25% on the first HK$2 million of assessable profits and 16.5% on the remainder for corporations. The re-domiciliation itself does not trigger Hong Kong stamp duty, although subsequent share transfers will be subject to stamp duty.
The Inland Revenue Ordinance provides transitional tax rules covering the treatment of trading stock, intellectual property expenditure, and depreciation allowances at the re-domiciliation date. Unilateral tax credits may be available to eliminate double taxation where the company has paid tax of a similar nature in its original jurisdiction. Re-domiciled companies may also benefit from Hong Kong's extensive double-taxation agreement network.
Market Response
The regime has been well received. In 2025, the Companies Registry reported over 420 enquiries and 30 formal applications, with six companies successfully completing re-domiciliation. Notable examples include AXA, which completed its re-domiciliation from Bermuda to Hong Kong on 26 January 2026, and Manulife, which has announced similar plans. In total, Hong Kong's company register reached a record 1,557,103 companies in 2025.
Source: Companies Registry (公司註冊處), "Guide on Company Re-domiciliation", May 2025; news.gov.hk (香港政府新聞網), "Inward Company Re-domiciliation Regime Gazetted", 23 May 2025; Inland Revenue Department (稅務局).