Hong Kong's Re-Domiciliation Regime (2025): Complete Guide for Foreign Companies

What is re-domiciliation?

Corporate re-domiciliation, also referred to as 'continuation', is the process by which a company moves its domicile (or place of incorporation) from one jurisdiction to another by changing the country under whose laws it is registered or incorporated, whilst maintaining the same legal identity.

Contributing Advisor

Gigi Wong

Manager, Business Advisory Services

This mechanism enables foreign incorporated companies to migrate their place of incorporation whilst conserving their legal identity, avoiding the need for complex dissolution and re-incorporation procedures.

Re-domiciliation differs fundamentally from establishing a new subsidiary or merger arrangements, as it allows businesses to retain their corporate history and relationships while seamlessly transitioning to a new regulatory environment.

The process involves the de-registration of a company from its current jurisdiction and re-registration in another jurisdiction, typically occurring when the original reasons for incorporation in a particular jurisdiction no longer exist or when another jurisdiction presents more advantages.

Companies generally choose to re-domicile for several strategic reasons: political stability, economic resilience, pro-business legislation, competitive tax regimes, proximity to markets or suppliers, better access to capital markets, and enhanced patent and research ecosystems. The re-domiciliation process allows entities to conserve their corporate history and branding after transforming into an entity governed by the new jurisdiction's laws.

Examples of re-domiciliation movements

Historical precedents demonstrate the strategic value of re-domiciliation. Companies have successfully re-domiciled from the Cayman Islands to Singapore through structured processes that preserve legal continuity while accessing new regulatory frameworks.

Similarly, British Virgin Islands (BVI) companies have increasingly sought re-domiciliation to jurisdictions offering enhanced substance requirements and improved international standing.

Why Hong Kong introduced the inward re-domiciliation regime

Hong Kong's introduction of the inward re-domiciliation regime represents a strategic initiative to strengthen its position as a global business and financial hub. The government's policy objective focuses on attracting foreign enterprises, particularly those with significant regional operations, with hopes of stimulating investment, job creation, and demand for Hong Kong professional services.

The legislative framework builds upon Hong Kong's successful experience with fund re-domiciliation mechanisms implemented in 2021, which established a simplified re-domiciliation regime for Open-Ended Fund Companies and Limited Partnership Funds.

Strategic positioning as a global hub

Hong Kong's re-domiciliation regime positions the jurisdiction as a gateway to Asia, particularly for companies targeting Chinese markets and leveraging Hong Kong's strategic location. The initiative aims to compete directly with other major financial centers that have established similar regimes, including Singapore, which implemented its inward re-domiciliation scheme in 2017.

The regime addresses growing compliance costs in traditional offshore jurisdictions while offering Hong Kong's advantages: a transparent regulatory framework, strong rule of law based on English common law, competitive tax environment, and unparalleled access to mainland China. Secretary for Financial Services and Treasury Christopher Hui emphasized that the regime aims to attract foreign enterprises seeking to relocate from offshore jurisdictions.

Who can apply? Eligibility criteria for re-domiciling to Hong Kong

Eligible company types under Hong Kong Companies Ordinance

The re-domiciliation regime covers four specific types of companies under the Hong Kong Companies Ordinance (CO), or their comparable types in the original domicile:

• Private companies limited by shares
• Public companies limited by shares
• Private unlimited companies with a share capital
• Public unlimited companies with a share capital

Companies limited by guarantee without share capital and other company types not specified in the CO are explicitly excluded from the regime. The Companies Registry will consider updating guidance materials to specify a list of comparable company types successfully approved for re-domiciliation after reviewing applications.

Requirements from the original jurisdiction

The laws of the company's original domicile must permit outward re-domiciliation and not prohibit re-domiciliation to Hong Kong. This fundamental requirement ensures that companies can legally exit their current jurisdiction before entering Hong Kong's regulatory framework.

However, Bermuda presents unique challenges as it only permits outward re-domiciliation to 'appointed jurisdictions' (which currently do not include Hong Kong) or requires approval from the Minister of Finance. The Hong Kong government has indicated that requests for Hong Kong's designation as an appointed jurisdiction would be processed by Bermuda upon completion of Hong Kong's legislative exercise.

Shareholder approvals

Companies must obtain proper shareholder consent for re-domiciliation. If the law of the original domicile or constitutional documents does not require members' consent, the applicant must obtain consent by resolution passed by at least 75 percent of eligible members. The resolution can be passed either at a meeting or in writing under the law of the place of incorporation and the constitutional document.

The 75 percent threshold applies whether calculated by number of eligible members or members representing at least 75 percent of total voting rights of all eligible members. All approvals required under the law of the original domicile or constitutional documents must also be obtained.

Solvency and legal opinion requirements

Applicants must demonstrate solvency through multiple mechanisms. Companies must submit their latest financial statements dated no more than 12 months prior to the application date, with audit requirements applying only if such statements have been prepared for compliance with original domicile requirements, stock exchange, or regulatory bodies.

A legal opinion from a practicing lawyer in the original domicile must be submitted within 35 days before the application date. This opinion must confirm the applicant's due registration, company type, solvency, permission for re-domiciliation under local law, shareholder consent, and proposed company details.

Integrity and operational history

Companies must have been incorporated for at least one financial year as of the application date. There must be no intention to use the re-domiciled company for unlawful purposes or activities against public interest or endangering national security in Hong Kong. Directors must form an opinion that the company can pay its debts as they fall due within 12 months beginning on the application date.

Step-by-step guide to the re-domiciliation process in Hong Kong

The re-domiciliation application requires comprehensive documentation submitted to the Registrar of Companies:

• Completed re-domiciliation form signed by authorized director
• Proposed articles of association for the re-domiciled company
• Certified copies of the certificate of incorporation and the constitutional documents
• Legal opinion from original jurisdiction practitioner (issued within 35 days)
• Director's certificate confirming solvency and compliance (within 35 days)
• Financial statements (audited or non-audited as applicable) dated within 12 months

Supporting documentation:

• Certified copy of shareholders' resolution approving re-domiciliation
• Evidence of previous re-domiciliation certificates, if applicable
• Notification to the Commissioner of Inland Revenue with the prescribed business registration fee

Board and shareholder approvals

The re-domiciliation process requires formal governance approvals before application submission. Board resolutions must authorize the re-domiciliation and confirm compliance with all applicable requirements.

Shareholder resolutions must meet the 75 percent threshold requirement, whether calculated by number of members or voting rights. Directors must ensure all consents required under the original domicile law and constitutional documents are properly obtained.

Notice to creditors

Companies must serve notice of proposed re-domiciliation on all creditors. The requirement demonstrates Hong Kong's commitment to maintaining strong creditor protection standards within the re-domiciliation framework.

Submission to Companies Registry

Applications must be submitted to the Hong Kong Companies Registry with all required documents and fees. The Registrar will refuse applications if applicants fail to comply with requirements or if the re-domiciled company would serve purposes that are illegitimate or contrary to public interest.

Upon approval, the Registrar will register the company as a re-domiciled company and issue a certificate of re-domiciliation. The re-domiciliation takes effect on the date of certificate issuance.

Fees, registration, and processing timelines

Application fees (2025)

• Electronic application: HK$6,050 (including HK$1,030 lodgment fee)
• Paper application: HK$6,725 (including HK$1,145 lodgment fee)
• Additional prescribed business registration fee and levy for companies not yet registered under the Business Registration Ordinance

Processing timeline

The Companies Registry generally approves applications within two weeks after receiving all required information and documents. This rapid processing timeline significantly accelerates the re-domiciliation process compared to traditional dissolution and re-incorporation procedures.

Post-approval requirements

Companies must provide evidence of deregistration from their original domicile within 120 days from the re-domiciliation date. This period can be extended upon formal request to the Companies Registry. Failure to complete deregistration within the specified timeframe may result in the revocation of Hong Kong registration.

What happens after approval?

Continuity of legal entity and contracts

Re-domiciliation preserves complete legal continuity, ensuring no new legal entity is created. All contracts, resolutions, functions, property, rights, privileges, obligations, and liabilities owned, acquired, or incurred before re-domiciliation remain unaffected.

Legal proceedings initiated or that could have been initiated by or against the overseas company before re-domiciliation remain effective. This continuity eliminates the complex asset transfer processes and contract renegotiations typically required when establishing new entities in different jurisdictions.

The preservation of corporate identity means any employment relationships, intellectual property rights, and existing contractual relationships continue seamlessly. This business continuity represents a significant advantage over alternative corporate restructuring methods.

Corporate structure and regulatory compliance in Hong Kong

Upon re-domiciliation, companies are treated as Hong Kong-incorporated companies with identical rights, obligations, and filing requirements as originally incorporated entities. The re-domiciled company must comply with all relevant requirements under the Companies Ordinance.

Key compliance changes:

• Appointment of the Hong Kong resident company secretary
• Maintenance of registered office address in Hong Kong
• Appointment of the resident designated representative for any significant controllers register
• Compliance with Hong Kong corporate governance requirements

For companies previously registered under Part 16 of the Companies Ordinance as non-Hong Kong companies, their registered non-Hong Kong company status ceases upon re-domiciliation.

However, these companies may retain their corporate names and business registration numbers to ensure operational continuity.

Changes in corporate filings and tax residency

Re-domiciled companies must deliver the director's written consent and file returns to the Companies Registry within 15 days after the re-domiciliation date. Any director intending to serve who was not a signatory to the re-domiciliation form must submit written consent within this timeframe.

The Inland Revenue Ordinance treats re-domiciled companies as companies incorporated in Hong Kong for tax purposes. This classification enables re-domiciled companies to qualify as Hong Kong tax residents under most comprehensive avoidance of double taxation agreements (CDTAs).

For Certificate of Residence (CoR) applications based on place of incorporation rather than management and control, the Inland Revenue Department will only issue CoRs upon receipt of proof of deregistration from the original domicile. The CoR will specify that the re-domiciled of company status as a Hong Kong tax resident commences from the re-domiciliation date.

Tax implications of re-domiciling to Hong Kong

Hong Kong operates a territorial tax system where profits tax applies only to profits arising in or derived from Hong Kong from trade, profession, or business carried on in Hong Kong. Re-domiciliation itself does not affect existing tax obligations in the original domicile or Hong Kong.

Key tax principles:

• Re-domiciliation does not constitute asset transfer or change in beneficial ownership
• Companies retain existing Hong Kong tax liabilities for pre-re-domiciliation activities
• New Hong Kong tax obligations arise only if business is carried on in Hong Kong post-re-domiciliation

The legislative amendments address transitional tax matters for re-domiciled companies that have never carried on business in Hong Kong before re-domiciliation but commence Hong Kong operations afterward.

Transfer Pricing and economic substance implications

Schedule 17L of the Inland Revenue Ordinance provides specific rules for various expense categories:

• Trading stock: Cost basis determined as the ower of original cost or net realizable value on re-domiciliation date
• Intellectual property expenditure: Pre-re-domiciliation expenditure on IP registration, R&D, or building refurbishment deemed incurred in the year of first Hong Kong business use
• Machinery and plant: Depreciation allowances available based on lower of net tax written down value or market value at re-domiciliation date
• Economic substance considerations: Hong Kong's regime notably does not impose economic substance tests, unlike Singapore's requirements for minimum asset values, revenue, or employee numbers. This flexibility makes the regime accessible to overseas companies of all sizes, including holding companies and startups.

Stamp duty and capital gains considerations

The Companies Ordinance explicitly states that re-domiciliation does not transfer assets or change beneficial ownership, ensuring no Hong Kong stamp duty liabilities arise from the re-domiciliation process. However, subsequent transfers of shares in re-domiciled companies will attract stamp duty as the shares become 'Hong Kong stock' upon re-domiciliation.

Hong Kong provides unilateral tax credits to eliminate double taxation where re-domiciled companies pay exit taxes in their original domicile. These credits apply when:

• Original domicile imposes tax substantially similar to Hong Kong profits tax on unrealized income due to re-domiciliation
• Actual similar profits are subsequently taxed in Hong Kong
• Credit amount is capped at lower of foreign tax paid or Hong Kong profits tax payable

Any excess foreign tax beyond the credit limit is allowed as a deduction in calculating Hong Kong assessable profits.

Regulatory considerations for special sectors

Financial institutions and insurance companies

Non-Hong Kong authorized insurers intending to re-domicile must obtain a letter of no-objection from the Insurance Authority before submitting re-domiciliation applications. The Insurance Ordinance treats re-domiciled insurers as Hong Kong-incorporated companies only after completing deregistration procedures in their original domicile.

Section 3BA of the Insurance Ordinance defines re-domiciled insurers as authorized insurers originally incorporated outside Hong Kong that subsequently become re-domiciled companies and complete deregistration.

Banking sector framework

Authorized institutions (AIs), AI holding companies, and approved money brokers must obtain prior approval from the Hong Kong Monetary Authority under sections 43C and 43D of the Banking Ordinance. The HKMA has discretionary decision-making authority and can request additional information from applicants.

Post-approval notification requirements include submitting copies of re-domiciliation certificates and subsequent deregistration evidence to the HKMA as soon as practicable.

HKMA and insurance authority guidelines

The government announcement emphasized that regulated financial entities should approach their respective regulators for prior assessment of their capability to fulfill applicable Hong Kong regulatory requirements before making re-domiciliation applications.

Assessment criteria

Regulators evaluate entities' ability to meet Hong Kong regulatory standards, including capital adequacy, operational requirements, and governance frameworks. The prior approval mechanism ensures that re-domiciled entities can seamlessly integrate into Hong Kong's regulatory environment.

The Insurance Authority has welcomed the re-domiciliation regime, with CEO Clement Cheung noting that "authorized insurers incorporated outside Hong Kong but with a prominent local presence" have eagerly awaited this framework. The Authority committed to working closely with interested insurers to facilitate their re-domiciliation processes.

Licensing impact and considerations

Re-domiciled financial institutions will be regulated as if they were originally incorporated in Hong Kong, subject to identical regulatory requirements as locally incorporated entities. This regulatory equivalence ensures no preferential treatment while maintaining consistent supervisory standards.

The timing mechanism in the Insurance and Banking Ordinances, which treats re-domiciled entities as Hong Kong-incorporated only after deregistration completion, minimizes regulatory complications and provides certainty for both regulators and regulated entities.

Re-domiciliation vs. Incorporation: Key differences

 Re-domiciliation makes strategic sense when companies seek to:

• Optimize tax structures while preserving operational continuity
• Access new markets or regulatory frameworks without business disruption
• Respond to changing compliance requirements in the original domiciles
• Leverage Hong Kong's strategic position for Asian market access
• Benefit from Hong Kong's extensive double taxation treaty network

New incorporation might be more suitable for:

• Companies requiring complete separation from historical liabilities
• Simple structures without complex contractual relationships
• Situations where original domicile prohibits outward re-domiciliation
• Start-up operations without established business relationships