On 14 May 2025, the Hong Kong Legislative Council passed the Companies (Amendment) (No.2) Bill 2024, introducing the much-anticipated company re-domiciliation regime in Hong Kong. This regime is expected to take effect prospectively from 23 May 2025.
Under this new regime, a non-Hong Kong incorporated company may re-domicile to Hong Kong while maintaining its legal identity as a body corporate and ensuring business continuity. This allows the company to become a “re-domiciled” company without the need to wind up in its original domicile and to establish a new company in Hong Kong, or enter into a court-sanctioned scheme of arrangement. The regime does not create any reciprocal rights for Hong Kong-incorporated entities to migrate outward.
Four broad categories of foreign companies are eligible to apply under this regime: (i) Private companies limited by shares; (ii) Public companies limited by shares; (iii) Private unlimited companies with a share capital; and (iv) Public unlimited companies with a share capital.
To re-domicile to Hong Kong, a non-Hong Kong company must submit an application to the Registrar of Companies using the prescribed form, along with the application fee and the required documents. The mandatory documents primarily include:
- A legal opinion issued by a practitioner of the original jurisdiction confirming the satisfaction of prescribed eligibility criteria concerning corporate background, good standing, protection of members and creditors, and solvency;
- A director’s certificate of the applicant confirming the fulfilment of the prescribed eligibility criteria; and
- Audited or non-audited financial statements dated within 12 months prior to the application date.
Following re-domiciliation, the company will be treated as formed under the Companies Ordinance (Cap. 622) and must comply with all statutory requirements therein. If the re-domiciled entity becomes subject to Hong Kong profits tax, the Government will provide unilateral tax credits to the company to mitigate any resulting double taxation.
According to the Government’s latest press release, the Companies Registry will launch a dedicated webpage setting out comprehensive application guidance. Additionally, the Integrated Companies Registry Information System will be upgraded to facilitate electronic processing of re-domiciliation filings.
We look forward to further updates from the Government on the implementation plan. Our team is prepared to support and guide our clients through the re-domiciliation process. Prospective applicants are welcome to contact the authors of this legal update for further details.
Relevant links:
Government welcomes passage of Companies (Amendment) (No.2) Bill 2024
Report of the Bills Committee on Companies (Amendment) (No. 2) Bill 2024 to the Legislative Council on 14 May 2025
Full set of draft amendments to the Bill proposed by the Administration
