Insurers incorporated overseas may wish to redomicile to Hong Kong to reduce compliance and operational costs, as well as showing their commitment to the Hong Kong insurance market. If so, they can now take advantage of the new re-domiciliation regime under the Part 17A of the Companies Ordinance (Cap. 622), which came into effect on 23 May 2025.
The new regime introduces a streamlined process for re-domiciliation; avoiding the need to wind-up the company in its original jurisdiction and establishing a new company locally.
For insurers considering re-domiciliation, what are the practical steps?
Step 1 – Confirm whether outward domiciliation is permitted
The insurer should first determine whether the laws of its current place of incorporation allow outward domiciliation to a foreign jurisdiction such as Hong Kong.
Step 2 – Obtain a ‘Letter of No-objection’ from the Insurance Authority
The insurer should apply to the Insurance Authority for a letter of no-objection using the specified application form. The application should demonstrate:
- A viable implementation plan and timetable, supported by legal opinions from relevant jurisdictions where the insurer operates;
- Commitment to comply with all legal and regulatory requirements, including the Insurance Ordinance (Cap. 41);
- Approval obtained from supervisory authorities at the insurer’s place of incorporation;
- Communication of the re-domiciliation plan to policyholders; and
- Mitigation of any foreseeable, material adverse impact on business operations or policyholders.
You can refer to the Insurance Authority’s circular here.
Step 3 – Registration as a re-domiciled company under the Companies Ordinance
Once the letter of no-objection is obtained, the insurer may apply to the Companies Registry for registration as a re-domiciled company using the prescribed form. The insurer can refer to the steps in our firm’s legal update on the re-domiciliation regime.
Upon approval, the Companies Registry will issue a certificate of re-domiciliation, and the insurer will officially become a Hong Kong company. The Insurance Authority should be notified accordingly.
Step 4 – Deregister in the place of incorporation
After receiving the certificate of re-domiciliation, the insurer must deregister from its original jurisdiction, typically within 120 days, although the Registrar of Companies may grant an extension.
Once deregistration is complete, the insurer must notify the Insurance Authority in writing within one month, providing documentary evidence of the change in domicile.
Once re-domiciled, the insurer will be a Hong Kong insurer under the Insurance Ordinance (Cap. 41) and must comply with all the requirements applicable to a Hong Kong insurer.
Key takeaway
The new re-domiciliation regime provides a streamlined process for overseas insurers to re-domicile to Hong Kong. Insurers will need to engage with the Insurance Authority to manage regulatory expectations and ensure a smooth re-domiciliation process.
