Part 1: General Requirements
By ONC Lawyers | May 2025
In a landmark legislative development, the Hong Kong government has introduced the Companies (Amendment) (No. 2) Bill 2024 to implement an inward company re-domiciliation regime. Gazetted on 20 December 2024, the Bill is expected to be enacted in mid-2025 and will create a simplified pathway for foreign-incorporated companies to transfer their domicile to Hong Kong without the need to dissolve and re-incorporate. This development reflects Hong Kong’s broader strategy to enhance its global competitiveness, attract international investment, and strengthen its position as a leading hub for business and finance.
This article aims to provide a comprehensive breakdown of the re-domiciliation regime, highlighting the legal, tax, regulatory, and strategic considerations that companies must understand when evaluating the feasibility and benefits of re-domiciling to Hong Kong.
Key Features of the New Regime
Policy Objective
The government’s intent behind the introduction of the inward re-domiciliation regime is to offer a flexible legal mechanism for foreign companies to migrate to Hong Kong without losing their existing legal personality. This avoids the need to wind up an existing company in its original jurisdiction and establish a new entity in Hong Kong, a process which is typically complex, costly, and may interrupt business continuity. By offering an alternative path, Hong Kong aims to facilitate smooth transitions for businesses that want to operate out of the jurisdiction.
The re-domiciliation regime is also a response to evolving global tax rules, particularly the OECD’s Base Erosion and Profit Shifting (BEPS) initiatives, which emphasize transparency, substance, and alignment of tax and business presence. Companies incorporated in tax-neutral jurisdictions may face new compliance burdens under these initiatives, prompting a reevaluation of their domicile strategy.
Overview of Company Types Permitted
Under the new regime, only certain types of companies are eligible to apply for re-domiciliation. These are aligned with the definitions provided under Hong Kong’s Companies Ordinance (Cap. 622).
Company Type | Eligible | Notes |
Private company limited by shares | ✅ Yes | The most commonly used structure for SMEs and holding companies. |
Public company limited by shares | ✅ Yes | Must meet obligations for listing, shareholder protection, and audits. |
Private unlimited company with a share capital | ✅ Yes | Rare, but possible; used in niche business structures. |
Public unlimited company with a share capital | ✅ Yes | Uncommon structure; allowed under strict conditions. |
Company limited by guarantee without a share capital | ❌ No | Typically used for charities or non-profits; excluded for now. |
It is important to note that re-domiciling companies must retain their original type and structure during and after the process. No conversions or restructurings are allowed as part of the application.
Application and Compliance Workflow
Key Conditions for Eligibility
To ensure that only legitimate, solvent, and compliant companies are allowed to re-domicile, the new regime imposes a set of strict eligibility requirements. These are designed to safeguard Hong Kong’s corporate integrity and protect the interests of creditors, shareholders, and regulatory bodies.
The Companies Registry will act as the gatekeeper of this process, reviewing each application on its merits. For sensitive sectors such as banking or insurance, companies must also engage with the Hong Kong Monetary Authority (HKMA) or Insurance Authority prior to applying.
1. General Eligibility
o The company’s original jurisdiction must legally permit outward re-domiciliation.
o The company must have passed its first financial year-end as at the date of application.
o The applicant must be of a substantially similar company type as defined under Hong Kong law.
2. Integrity Criteria
o The company must not be used for unlawful or disreputable purposes.
o The application must not be made to defraud creditors or circumvent legal obligations.
3. Solvency and in Good Standing
o The company must be able to pay its debts as they fall due within the next 12 months.
o It must not be in liquidation or subject to winding-up proceedings.
o Recent audited or unaudited financial statements (within 12 months) are required.
4. Members' Consent and Governance
o The application must be approved by at least 75% of voting members (if not already required under the original law).
o Directors must issue certificates confirming all required legal and procedural steps have been followed.
5. Supporting Documentation
o Certified incorporation documents.
o Legal opinion from a qualified lawyer in the original jurisdiction.
o Director’s certificate confirming solvency, good standing, and compliance.
Application Process
Step | Action Required |
Initial preparation | Legal and financial documentation gathering |
Submission to Registrar | File prescribed form and supporting documents |
Review by Registrar | Compliance check and decision up to 2 weeks |
Issuance of Certificate | Company becomes re-domiciled in HK |
De-registration in original place of incorporation | Proof of de-registration from the original domicile within 120 days |
Confirmation and finality | Submit confirmation to Registrar |
⚠️ Failure to deregister in the original jurisdiction may result in revocation of Hong Kong registration.
Legal and Tax Framework Post Re-Domiciliation
Legal Status and Corporate Effects
Re-domiciled companies will be treated as having been incorporated in Hong Kong from the re-domiciliation date. This status applies uniformly across laws including the Companies Ordinance, the Inland Revenue Ordinance (“IRO”), and sector-specific legislation (e.g., insurance and banking laws).
Key legal implications:
• The company’s legal identity remains intact
• All pre-existing contracts, liabilities, rights, and obligations continue uninterrupted
• The company is considered to have shifted domicile, not reincorporated
• Regulatory compliance is now subject to Hong Kong laws, including statutory filing and audit requirements
Companies are required to:
• File an annual return
• Maintain a Hong Kong registered office and designated representative
• Appoint at least one director (natural person)
• Hold annual general meetings and maintain audited financials
These changes will necessitate a cultural and administrative shift, especially for companies moving from jurisdictions with minimal governance requirements.
Strategic Use Cases and Scenarios
Companies across different sectors and jurisdictions are expected to take advantage of this regime. Below are some key scenarios:
Insurance and Financial Institutions
• Entities previously incorporated in Bermuda or similar jurisdictions may benefit by avoiding dual regulation
• Re-domiciling allows them to operate solely under the Hong Kong risk-based capital regime
IP Holding and Licensing Companies
• Groups currently based in BVI or Cayman may face increasing pressure from economic substance rules
• Moving to Hong Kong provides greater transparency, tax certainty, and access to incentives like the patent box
MNEs and Pillar 2 Compliance
• Multinational groups impacted by OECD’s GloBE rules must consider how their legal structures align with substance
• Re-domiciliation to Hong Kong can support centralisation of holding structures under a compliant jurisdiction
Listed Companies and Public Groups
• Maintaining listing status while changing domicile is complex; this regime allows for seamless migration without re-IPO
• Facilitates internal restructuring and headquarters relocation without shareholder disruption
Startups and Scaling Businesses
• Startups looking to access capital or IPO via Hong Kong can adopt a legal framework aligned with listing and funding expectations
• Allows for restructuring without the risk of liquidation or shareholder dilution
💡 ONC Lawyers Insight: Re-domiciliation of IP holding companies provides not only legal continuity but capital deduction eligibility, which is more favorable than direct asset transfer.
🧑💼 How ONC Lawyers Can Assist
ONC Lawyers offers full-scope advisory services for:
• 📚 Legal eligibility analysis and structuring strategy
• 🧾 Preparation of documentation and filings
• 🧮 Tax impact review including BEPS Pillar 2 implications
• ⚙️ Liaison with original and Hong Kong tax authorities
🗓️ Prepare Now
The Bill will be enacted shortly. Companies interested in leveraging Hong Kong’s re-domiciliation framework should act early to:
• Align internal legal and financial records
• Prepare deregistration roadmap in original jurisdiction
• Secure pre-approval from Hong Kong regulators (if applicable)
