Hong Kong Company Re-domiciliation
Previously, companies wishing to re-domicile in Hong Kong were obliged to undergo the complicated judicial procedures associated with either winding up in the original domicile and incorporating a new body corporate in Hong Kong or entering into a court-sanctioned scheme of arrangement to convert into a wholly-owned subsidiary of a Hong Kong incorporated company.
Upon re-domiciliation in Hong Kong, the company will retain its legal identity and all existing property, rights, obligations, liabilities, and contractual and legal processes. It will enjoy the same rights as other companies of its kind incorporated in Hong Kong and will have to comply with the relevant requirements as other locally-incorporated companies under the Companies Ordinance (Cap. 622).
The Hong Kong company re-domiciliation regime only allows for inward re-domiciliation. Outward re-domiciliation is not available.
Eligibility for Redomicilation
Under the Companies (Amendment) (No.2) Ordinance 2025, the type of company under the law of its original domicile must be the same or substantially the same as the proposed type in the Hong Kong re-domiciliation application.
The re-domiciliation regime applies to four types of companies that can be formed in Hong Kong or their comparable overseas incorporation types:
The laws of the original domicile of the company must permit outward redomiciliation, the company’s members must consent to the re-domiciliation, and the application must be made in good faith and must not be intended to defraud existing creditors. In addition, the company must:
Application for re-domiciliation
The company is required to submit an application form together with the following supporting documents to the Hong Kong Registrar of Companies:
- Re-domiciliation Form (NNC6).
- Notice to Business Registration Office (IRBR5).
- A legal opinion from a qualified legal adviser in the company’s original domicile issued within 35 days of the application date.
- A copy of the proposed Articles of Association to be adopted by the company.
- Certified copies of the company’s Certificate of Incorporation and constitutional documents.
- A Members’ Resolution duly passed by at least 75% of the eligible members of the company.
- Accounts of the company dated no more than 12 months prior to the application date.
- A certificate confirming the company’s fulfillment of the eligibility criteria issued by the board of directors of the company within 35 days of the application date.
The company will need to pay a prescribed fee of HKD6,050 (digital form) or HKD6,725 (hard copy form) together with its application.
Approval procedures
If documents and particulars required for the re-domiciliation application are in order, the applicant should generally be registered as a re-domiciled company within two weeks. The naming restrictions and requirements under the Hong Kong Companies Ordinance are applicable to a re-domiciled company.
Upon approval, a Certificate of Re-domiciliation will be issued to the company. From that date, the re-domiciled company will be regarded as a company incorporated in Hong Kong and will be required to have a registered office in Hong Kong and appoint a company secretary.
Upon the registration of a non-Hong Kong corporation as a re-domiciled company, the re-domiciliation form and the proposed articles of the company will be made available for public inspection in the Companies Register together with the Certificate of Re-domiciliation.
Hong Kong Profits Tax will apply only to profits arising in or derived from Hong Kong from a trade, profession, or business carried on in Hong Kong.
The Inland Revenue Ordinance (Cap. 112) has been amended to address transitional tax matters, including the fair deduction for trading stock, specified types of expenditure and depreciation allowances. If the company’s actual similar profits are also taxed in Hong Kong after re-domiciliation, the Hong Kong government will offer unilateral tax credits to eliminate any double taxation.
Post-approval procedures
The re-domiciled company must deliver to the Registrar of Companies within 15 days a return in the specified form (Form NSC21) to report the statement of capital of the company as at the re-domiciliation date.
A re-domiciled company is required to de-register from its original domicile within 120 days of the issuance of the certificate of re-domiciliation in Hong Kong. Documents evidencing the deregistration must be submitted to Hong Kong Registrar of Companies and failure to comply could result in revocation of the re-domiciliation registration.
Please contact us if you have any questions or queries and your local representative will be in touch with you as soon as possible.
