Hong Kong allows the re-domiciliation of foreign companies

On 23 May 2025, amendments to the Companies Ordinance took effect in Hong Kong, establishing rules for the re-domiciliation (also known as “continuation” or “transfer of incorporation”) of foreign companies.

Inward Re-domiciliation to Hong Kong

The new rules permit overseas (non-Hong Kong) companies to relocate to Hong Kong and continue their operations without undergoing liquidation or starting a new entity. 

Hong Kong, as a special administrative region of China, enjoys a degree of autonomy in terms of tax and corporate regulations. Introducing an inward re-domiciliation mechanism, which facilitates the relocation of companies from abroad, is expected to enhance Hong Kong’s standing as a premier centre for international business.

Conditions for Re-domiciliation to Hong Kong

A company incorporated outside of Hong Kong may transfer its domicile by registering with the Hong Kong Companies Registry by way of re-domiciliation (section 820C). The following conditions must be met:

• The law of the country where the company is incorporated allows for re-domiciliation abroad, and the company has complied with the local legal requirements.
• The applicant’s legal form in the country of incorporation is identical or very close to the form in which it intends to register in Hong Kong.
• As of the re-domiciliation application date, the company has completed its first financial year after its original incorporation date.
• The applicant undertakes to comply with all requirements of the Hong Kong Companies Ordinance concerning re-domiciliation.
• The company must not be used for any unlawful purposes or in a way that is against the public interest.
• The applicant must act in good faith and without the intention to defraud its creditors.
• The members of the company must consent to the re-domiciliation.
• The applicant must be able to pay its debts due within 12 months after submitting the re-domiciliation application.
• The applicant company must not be in liquidation.

Form and Name of the Company 

An applicant may register a company in Hong Kong by way of re-domiciliation in one of the following forms:

• a private company limited by shares;
• a public company limited by shares;
• a private unlimited company with a share capital;
• a public unlimited company with a share capital.

The proposed name for the re-domiciled company must not be identical or very similar to those already on the Hong Kong Register and must not violate the statutory restrictions (see the Guideline on Registration of Company Names for Hong Kong Companies). 

If the proposed company name differs from the current one, members of the company must approve it by resolution. The applicant must also ensure that the new name will not prevent the company’s deregistration in the original country. 

Re-domiciliation Procedure in Hong Kong

Step	Actions
1. Submission of documents	The applicant submits to the Hong Kong Companies Registry (in paper or electronic form): Form NNC6 (Re-domiciliation Form); Draft Articles of Association;  Notice IRBR5 to Business Registration Office (Inland Revenue Department). The Re-domiciliation Form must be accompanied by: Certified copies of the certificate of incorporation (or its equivalent) and the constitutional documents of the applicant company. A certified copy of the members’ resolution approving the re-domiciliation, which must be passed by a majority of at least 75%. Financial statements of the applicant, dated as closely as possible to the date of the application. A certificate issued by the directors of the applicant, confirming legally significant circumstances such as solvency, the absence of liquidation procedures, and notification of creditors regarding the planned re-domiciliation. A legal opinion from a lawyer practicing in the applicant’s current country of incorporation, affirming the applicant’s legal status and compliance with the current jurisdiction’s laws. The applicant pays a fee of HKD 6,725 for a paper application or HKD 6,050 for an electronic application (approximately USD 860 and USD 770, respectively).
2. Receipt of documents	When a company is registered in Hong Kong, the applicant will receive the following documents: Certificate of Re-domiciliation; Business Registration Certificate, which includes the BR number for tax purposes. These certificates can be issued either in paper or electronic form, depending on the application method chosen. Both formats are legally equivalent.
3. Deregistration in the former jurisdiction	Following the re-domiciliation date, the company must initiate its deregistration in the previous jurisdiction as soon as possible. A re-domiciled company must submit a document confirming its deregistration to the Registrar in Hong Kong within 120 days of the re-domiciliation date. Failure to do so may result in the Registrar revoking the registration of the re-domiciled company.

Legal Effects of Re-domiciliation

A re-domiciled company retains all of its pre-existing assets and liabilities. The Hong Kong Companies Ordinance (Section 820D) provides that re-domiciliation does not:

• alter or interrupt the existence of the legal entity;
• create a new legal entity;
• impact the contracts or resolutions made by the company (these remain valid); 
• affect the assets, rights and obligations the company previously acquired; 
• influence any legal proceedings initiated by or against the company.

After re-domiciliation, the company is deemed to be registered in Hong Kong and must comply with Hong Kong laws, in particular:

• Submitting the details of members and share capital (Form NSC21) within 15 days of the re-domiciliation date;
• Filing documents that reflect any corporate changes in a timely manner;
• Submitting annual returns;
• Maintaining accounting records and preparing audited financial statements;
• Filing tax returns;
• Having a registered office in Hong Kong.

Factors to Consider When Re-domiciling Your Company to Hong Kong

1. The process of re-domiciling a company to Hong Kong is relatively straightforward and not much more complicated than in offshore jurisdictions like the Seychelles or the British Virgin Islands. It is much simpler than the process in Singapore, which has specific requirements regarding minimum assets, turnover, and staff for the applicant company. Notably, companies seeking to re-domicile to Hong Kong do not need to meet any economic substance requirements.
2. The law does not provide a fixed period for the Registrar to consider a re-domiciliation application. The timing depends on the completeness and quality of the documents submitted. According to the Companies Registry, re-domiciliation will be finalised within two weeks if the documents meet the established requirements. The Registrar may request additional documents and information necessary to consider the application. 
3. Re-domiciled companies are given a relatively short 120-day (4-month) period to terminate their registration in the former jurisdiction. However, meeting this deadline can be challenging in practice. The Registrar may extend this period upon the company’s application. 
4. The provisions introduced in the Companies Ordinance pertain only to inward re-domiciliation, meaning the transfer of a company from another jurisdiction to Hong Kong. Currently, the Ordinance does not allow for outward re-domiciliation, which would enable companies to move from Hong Kong to another jurisdiction.
5. Hong Kong is not a tax haven, as it imposes taxes on profits generated from activities conducted within its territory, which is interpreted broadly. To qualify for a tax exemption, a company must provide evidence that it has no activities in Hong Kong. This understanding is essential when considering re-domiciliation to Hong Kong as part of an international tax planning strategy.

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