Hong Kong’s New Re-domiciliation Regime for Foreign Companies (Cap. 622)

Hong Kong has introduced a statutory mechanism for non-Hong Kong companies to re-domicile (or relocate their place of incorporation) to Hong Kong while preserving their corporate identity. This new regime was enacted by the Companies (Amendment) Ordinance 2023 (the “Amendment Ordinance”) and came into operation in 2025. The Amendment Ordinance establishes a simple, court-free process for eligible foreign-incorporated companies to become Hong Kong companies, addressing the demand of companies with substantial business in Hong Kong to relocate here. Prior to this regime, a foreign company had to either wind up and start anew in Hong Kong or undergo complex schemes of arrangement to effectively “move” to Hong Kong. Now, the re-domiciliation framework provides a streamlined alternative, encouraging foreign enterprises to take advantage of Hong Kong’s business environment without disrupting their operations.

Legal Framework and Preservation of Continuity

Under the new re-domiciliation framework (implemented via amendments to the Companies Ordinance (Cap. 622)), an eligible non-Hong Kong company can transfer its domicile to Hong Kong by registering as a Hong Kong company under the Companies Ordinance (specifically under new section 820C(1)). Upon approval of the application, the Companies Registry will issue a Certificate of Re-domiciliation, and from that date (the “Re-domiciliation Date”) the company is treated as if it were incorporated in Hong Kong under Cap. 622. Importantly, the law preserves legal continuity – the act of re-domiciliation “does not have the effect of creating a new legal entity” and does not affect the company’s existing business continuity. In other words, the company remains the same legal person; all of its property, rights, obligations, and liabilities remain vested in that company without interruption or alteration as a result of the migration. Any contracts or legal proceedings involving the company are not impacted by the change of domicile – they continue with the company now simply regarded as a Hong Kong-registered entity. This continuity avoids triggering most counterparty concerns, though companies should review their contracts for any clauses triggered by a change in incorporation jurisdiction (e.g. notice or consent requirements). In general, however, Hong Kong’s law ensures the re-domiciled company is the same continuing entity, now subject to Hong Kong law, rather than a new company. The Government has emphasized that re-domiciliation is intended to be seamless: the company maintains its corporate identity and business history, now under Hong Kong’s jurisdiction.

Eligibility Criteria for Re-domiciliation

Not all foreign companies may utilize the re-domiciliation regime – a number of eligibility criteria must be satisfied to protect shareholders and creditors and ensure the company’s integrity. Key eligibility requirements include:

• Company Type – The company must be of a type that Hong Kong law can recognize. Eligible types are companies limited by shares (private or public) or companies with a share capital that are unlimited (private or public). Other forms (such as companies limited by guarantee without share capital, or other entities not analogous to Hong Kong company types) are not covered by the regime. Moreover, the company’s type in its original jurisdiction must be the same as or substantially similar to the type under which it will register in Hong Kong (for example, a foreign private limited company can only migrate as a private company limited by shares under Hong Kong law).

• Jurisdictional Approval – The laws of the company’s current place of incorporation must allow it to re-domicile to another jurisdiction. In other words, the home jurisdiction must permit outbound continuance (some countries, such as the UK or Singapore, do not currently allow companies to migrate out, absent special procedures). A legal opinion from a lawyer in that jurisdiction is required to confirm this point (as discussed below).

• Shareholder Consent – If the original law or the company’s own constitutional documents require member approval for a change of domicile, those requirements must be met (e.g. a prescribed resolution of the shareholders). Even if the original law does not require any shareholder consent, Hong Kong law imposes a requirement that the company obtain an approval from members holding at least 75% of voting rights (a special resolution) in favor of re-domiciliation. This super-majority consent ensures that the migration has broad shareholder support.

• Solvency and Creditor Protection – The company must be solvent and financially sound. Directors must certify that the company is able to pay its debts as they fall due within 12 months from the application date. All creditors must be notified of the company’s intention to re-domicile before the application is made. The re-domiciliation cannot be pursued in bad faith or for an unlawful purpose, and it must not be intended to defraud creditors or evade debts. Furthermore, the company must not be in liquidation, nor subject to any ongoing or pending liquidation or insolvency proceedings in its original jurisdiction.

• Operational History – As a basic prerequisite, the company should have completed at least one financial year in operation. The law requires that the company’s first financial year-end since its incorporation has passed by the time of application. This condition prevents shell or newly formed entities with no operating record from immediately re-domiciling.

These criteria collectively ensure that only bona fide, established foreign companies in good standing (and from jurisdictions that permit outward migration) can make use of Hong Kong’s re-domiciliation regime. Companies considering this process should carefully assess their eligibility against the above requirements in advance.

Application Procedure and Requirements

Applying to re-domicile involves filing a set of specified documents with Hong Kong’s Companies Registry and paying the prescribed fees. The procedure is administrative (no court order is required) but is document-intensive to verify compliance with the legal criteria. In summary, an application must include the following key documents and information:

1. Specified Application Form – A formal re-domiciliation application form must be completed and submitted to the Companies Registry, containing basic particulars of the company and its intended particulars in Hong Kong (e.g. proposed name if different, details of directors, etc.).

2. Proposed Articles of Association – The company must prepare a set of Hong Kong-compliant Articles of Association to be adopted upon registration in Hong Kong. This is effectively the new constitutional document that will govern the company as a Hong Kong company (since Hong Kong law does not use memoranda of association, and requires certain provisions in the articles).

3. Certificate of Incorporation and Constitutive Documents – A certified copy of the company’s current Certificate of Incorporation (or equivalent) from its original jurisdiction, along with certified copies of its existing constitutional documents (e.g. charter, memorandum and articles, bylaws), must be provided. These prove the company’s valid existence and help the Registrar understand its current structure.

4. Members’ Approval – If shareholder approval for re-domiciliation was obtained (or required), a certified copy of the members’ resolution (e.g. special resolution approving the migration) must be included. (If the original law outright required shareholder consent, that consent must be secured even if it exceeds Hong Kong’s 75% threshold.)

5. Recent Financial Accounts – A set of the company’s financial statements (audited, if the original law or any stock exchange rules required an audit) made up to a date no more than 12 months before the application must be submitted. This ensures the company’s financial position is relatively current and aids in the assessment of solvency.

6. Directors’ Declaration of Solvency and Good Faith – A certificate from the directors, executed within 35 days prior to the application, must attest to several matters: that the company is solvent and able to meet debts due in the next 12 months; that no receiver or liquidator has been appointed; that all creditors have been notified of the planned re-domiciliation; and that the application is made in good faith and not for a fraudulent or unlawful purpose. This is a critical document, as it directly addresses the statutory eligibility criteria around creditor protection and bona fides.

7. Legal Opinion from Foreign Counsel – The application must be accompanied by a legal opinion issued by a lawyer qualified in the company’s original place of incorporation, dated within 35 days before the application. The opinion should confirm key points of law in that jurisdiction, including: the company’s current incorporation and good standing status; that the company’s type and characteristics are comparable to the intended Hong Kong company type; that its directors are not disqualified from acting as such; that the laws of that jurisdiction permit the company to migrate to another jurisdiction; and that there are no ongoing liquidation or winding-up orders against the company in that jurisdiction. This opinion effectively provides the Hong Kong authorities assurance that the foreign law requirements are satisfied and the company is legally able to continuance-out to Hong Kong.

In addition to the above, the applicant must pay a filing fee upon submission (HK$1,030 for electronic or HK$1,145 for paper filing), and a further registration fee (HK$5,020 electronic / HK$5,580 paper) if the application is approved. The Companies Registry has indicated that, under normal circumstances, an application will be processed within approximately two weeks after all required documents are submitted. If everything is in order, the Registry will issue the Certificate of Re-domiciliation (along with a new Business Registration Certificate) to the company, confirming its successful registration as a Hong Kong company. The re-domiciliation takes effect on the date of that certificate – from that day onward, the company is a Hong Kong incorporated company for all purposes. (Notably, if the company was previously registered in Hong Kong as a non-Hong Kong company under Part 16 of the Companies Ordinance, that prior registration will be deemed cancelled upon re-domiciliation.)

Post-Redomiciliation Obligations

After re-domiciling to Hong Kong, the company must fulfill several post-registration obligations to finalize its transition and comply with both its former jurisdiction’s rules and Hong Kong’s requirements. These include:

• Deregistration in Original Jurisdiction (within 120 days) – The company is required to procure its formal deregistration or cessation in its previous place of incorporation within 120 days after the Re-domiciliation Date. Proof of this (such as a certificate of deregistration or equivalent) must be delivered to the Hong Kong Registrar. Failing to provide evidence of deregistration in the home jurisdiction within 120 days will result in the company’s Hong Kong re-domiciled registration being revoked. This rule ensures the company cannot exist as an “incorporated” entity in two jurisdictions simultaneously, and it prompts timely closure of the old registration. (Extension of the 120-day period may be granted by the Registrar in special cases, but generally prompt deregistration is expected.)

• Share Capital and Member Information (within 15 days) – Within 15 days after the Re-domiciliation Date, the company must file a specified form providing details of its share capital and shareholdings as of the re-domiciliation. This filing essentially puts on record in Hong Kong the company’s capital structure and ownership (similar to what would be on the public register for any newly incorporated company). If any person was appointed as a director of the company as part of the re-domiciliation (and did not sign the original application form), that person’s written consent to act as director must also be filed within 15 days. These requirements ensure that the Companies Registry has up-to-date information on the company’s governance and capital immediately following the migration.

• Registration of Charges (within 1 month) – If the re-domiciled company had created any charges (encumbrances) on its assets before re-domiciliation that were not previously registered in Hong Kong, it must file particulars of those charges in Hong Kong within one month after the Re-domiciliation Date. This applies to charges that are of a type which would have required registration under Hong Kong’s Companies Ordinance had they been created by a Hong Kong company. In practice, this means if the company has mortgages, debentures, or other security interests over its assets that are still outstanding as of the migration, it needs to lodge those charge details with the Companies Registry (using the appropriate form) within 1 month, so that Hong Kong’s public charge registry reflects them. Any charges created after the company becomes a Hong Kong company of course must be registered within the normal timeframe under Hong Kong law (1 month of creation).

• Ongoing Compliance Filings – The re-domiciled company must comply with all relevant filing and compliance requirements under the Companies Ordinance just like any other Hong Kong-incorporated company. This is an open-ended obligation, but it essentially means that from the Re-domiciliation Date forward, the company is subject to the same Companies Ordinance obligations as any local company. These include requirements such as filing annual returns, maintaining a registered office in Hong Kong, appointing a company secretary and at least one director who is a natural person, keeping proper books of account and statutory registers (e.g. registers of members and directors, significant controllers register), and so forth. The company’s directors and officers will need to ensure that they understand and meet all such duties on an ongoing basis. (The Companies Registry has published a “Guide on Company Re-domiciliation” and FAQs which outline the post-registration compliance steps in detail.)

Failure to fulfill the post-redomiciliation requirements can result in penalties or even the cancellation of the re-domiciliation (in the case of not deregistering abroad in time). Thus, it is crucial for companies to promptly handle the wrap-up procedures in their former home jurisdiction and to get in full compliance with Hong Kong’s company law obligations immediately after migrating.