Hong Kong’s New Re-Domiciliation Regime: A Game Changer for Global Businesses

“Redomicile without the red tape—Hong Kong is opening its doors to global companies.”

“Business continuity. Tax clarity. One seamless move.”

On 20 December 2024, the Hong Kong government gazetted the Companies (Amendment) (No. 2) Bill 2024, introducing an inward company re-domiciliation regime. This new law, expected to come into effect in early 2025, offers a strategic route for non-Hong Kong companies to transfer their legal domicile to Hong Kong—without dissolving and re-incorporating. The move strengthens Hong Kong’s status as a top-tier business hub and aligns with global trends in tax transparency and economic substance under the OECD’s BEPS framework.

Only specific types of companies are eligible: private and public companies limited by shares, and both private and public unlimited companies with share capital. Charities or companies limited by guarantee without share capital are not eligible. Notably, the company must retain the same structure through the transition.

To qualify, a company must be solvent, in good standing, and not under liquidation. Its original jurisdiction must allow outward re-domiciliation. Approval from at least 75% of members is needed unless already required under home jurisdiction laws. Audited or unaudited financials, legal opinions, and directors’ declarations are part of the required documents.

The application process is efficient. Once all documents are submitted, the Registrar of Companies in Hong Kong aims to issue a certificate of re-domiciliation within two weeks. Companies must deregister in their original jurisdiction within 120 days, or risk revocation of their Hong Kong registration.

From the date of re-domiciliation, the company is deemed incorporated in Hong Kong. There’s no change to its legal identity—contracts, liabilities, and employment continue as before. However, the company must comply with Hong Kong laws: maintain a registered office, appoint a director, file annual returns, and hold AGMs.

Tax-wise, the regime offers clarity. Re-domiciled companies are treated as Hong Kong tax residents. Profits tax is assessed based on source, not origin of incorporation. Pre-Hong Kong expenses are deductible under strict conditions. Capital costs related to IP, R&D, or refurbishment may be deducted based on actual cost or market value. Importantly, there’s no stamp duty on the re-domiciliation itself, though share transfers post-move are subject to the usual 0.2%.

Who benefits? IP-holding entities in tax-neutral jurisdictions looking for substance, insurers in offshore centres aiming to avoid dual regulation, and MNEs realigning with Pillar 2. The regime is also ideal for startups preparing for Hong Kong listings and public groups seeking restructuring without disrupting shareholders.

ONC Lawyers is ready to guide you through every stage—from legal analysis to deregistration logistics and tax planning.

Don’t wait—prepare now for a smooth transition into Hong Kong’s business ecosystem.

Contact Henry Kwong at ONC Lawyers to get started.