Hong Kong Company Re-domiciliation Regime: What Businesses Need to Know

Hong Kong’s re-domiciliation regime, implemented through the Companies (Amendment) (No. 2) Ordinance 2025, came into effect on May 23, 2025, allowing eligible non-Hong Kong companies to transfer their place of incorporation to Hong Kong. This development offers businesses a strategic tool to preserve legal identity and operational continuity while enhancing access to Hong Kong’s commercial, regulatory, and tax advantages. In this article, we outline the key features of the regime, eligibility criteria, procedural requirements, tax considerations—particularly in relation to China—and practical issues companies should assess before making the move.

On May 14, 2025, Hong Kong’s Legislative Council passed the Companies (Amendment) (No. 2) Bill 2024, formally establishing an inward company re-domiciliation regime. The relevant legislation, the Companies (Amendment) (No. 2) Ordinance 2025, came into force on May 23, 2025. Under this new framework, companies incorporated outside Hong Kong can now transfer their place of incorporation to Hong Kong, provided certain conditions are met.

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Previously, companies seeking to relocate to Hong Kong faced significant procedural and legal hurdles. The only viable options required winding up the original entity or pursuing a court-sanctioned scheme of arrangement — both complex, costly, and potentially disruptive to business continuity, legal identity, and corporate branding. The new re-domiciliation regime eliminates these barriers by providing a clear, efficient, and legally recognized pathway for foreign companies to migrate into Hong Kong while preserving their legal personality, rights, and obligations.

This reform builds on Hong Kong’s earlier success in introducing re-domiciliation mechanisms for open-ended fund companies and limited partnership funds in 2021. It positions the city to attract holding companies, multinational headquarters, and innovative businesses looking for a stable, low-tax jurisdiction with direct access to the Chinese Mainland and Asia.

Unlike similar regimes in other jurisdictions, Hong Kong’s approach is streamlined and business-friendly. It imposes minimal substance requirements, features shorter application timelines, and offers greater flexibility than frameworks in markets such as Singapore.

In this article, we answer the most pressing questions asked by relevant stakeholders, including how the regime works, who qualifies, and what businesses should consider before making the move.

Overview and eligibility

1. What is Hong Kong’s re-domiciliation regime?

Hong Kong’s company re-domiciliation regime offers a streamlined and cost-effective mechanism for non-Hong Kong corporations to relocate their place of incorporation to Hong Kong without creating a new legal entity. The regime preserves the company’s legal identity, rights, obligations, and business continuity.

Key features include:

• Inward only: It allows companies to re-domicile into Hong Kong, not out of it;
• Eligible entities: Applicable to companies similar to four types under Hong Kong’s Companies Ordinance (CO), including public/private  companies limited by shares or public/private unlimited companies with share capital;
• Continuity preserved: The process does not affect contracts, liabilities, or ongoing operations; and
• No economic substance test: Applicants are not required to meet economic substance thresholds.

2. Why did Hong Kong introduce this scheme?

The scheme aims to reinforce Hong Kong’s position as a preferred hub for regional and global operations. It offers an efficient pathway for companies seeking to consolidate corporate functions, enhance tax efficiency, and access capital markets in Asia, particularly for businesses with China-related activities.

As offshore jurisdictions such as the Cayman Islands and the British Virgin Islands tighten economic substance requirements, many companies are re-evaluating their corporate structures. Hong Kong’s re-domiciliation regime presents a timely and strategic alternative, offering legal certainty, business continuity, and a globally recognized business environment.

3. Who is eligible to re-domicile?

To qualify for re-domiciliation under Hong Kong’s regime, a non-Hong Kong corporation must meet the following key criteria:

Legal compatibility

• The laws of the original jurisdiction must allow outbound re-domiciliation, and the company must comply with those laws;
• The company type must be the same or substantially similar to one of the four recognized under Hong Kong’s CO, including private/public company limited by shares, or private/public unlimited company with share capital; and
• The company must have completed at least one financial year since incorporation.

Integrity requirements

• The company must comply with all relevant requirements under the CO; and
• The re-domiciliation must not serve any unlawful purpose or contradict public interest.

Member and creditor protection

• The application must be made in good faith and not intended to defraud creditors; and
• If required by the company’s original laws or constitution, member consent must be obtained
• If the laws of the company’s original jurisdiction or its existing constitutional documents do not require member approval for the re-domiciliation, Hong Kong law mandates that the company must obtain such consent through a resolution passed by at least 75 percent of the members entitled to vote at a general meeting.

Solvency

• The company must be able to pay its debts due within the next 12 months; and
• The company must not be in liquidation, nor subject to ongoing or pending liquidation proceedings.

4. What are the benefits of re-domiciling to Hong Kong?

• Continuity of legal identity, contracts, and licenses;
• Access to Hong Kong’s simple and low-tax regime;
• Proximity to the Chinese Mainland under “One Country, Two Systems” and broader Asia; and
• Rule of law, free capital flows, and international connectivity.

5. How does re-domiciling differ from incorporating a new entity in Hong Kong?

Re-domiciliation allows a company to move its place of incorporation to Hong Kong while retaining its legal identity, history, and existing obligations. This means all contracts, licenses, assets, liabilities, and business relationships remain intact, ensuring operational continuity and minimizing disruption.

In contrast, incorporating a new entity in Hong Kong requires setting up a brand-new legal entity. The original company would need to be wound up or restructured, and its assets and operations transferred to the new entity — a process that can be time-consuming, costly, and potentially disruptive to business continuity, branding, and legal obligations.

Re-domiciliation is therefore a more seamless option for companies seeking to relocate to Hong Kong without restarting from scratch.

6. How does Hong Kong’s regime compare with those in Singapore or offshore jurisdictions?

Hong Kong’s framework is more flexible than some others in terms of eligible applicants and sector neutrality.

Singapore’s re-domiciliation framework is generally more restrictive. It applies primarily to larger companies with substantial economic presence and imposes specific size, solvency, and substance tests. Hong Kong, by contrast, does not impose an economic substance requirement and accepts a broader range of company types, making it more accessible to holding companies, family offices, and smaller multinational structures.

Jurisdictions like the BVI and Cayman Islands have long offered re-domiciliation options, often used by companies seeking flexibility or anonymity. However, with the introduction of economic substance laws in recent years, these jurisdictions now involve added compliance burdens. Hong Kong offers a more robust, transparent, and internationally recognized regulatory environment, with the added benefit of direct access to the Chinese Mainland and broader Asia.

Application process

7. What are the key steps in the re-domiciliation process?

The re-domiciliation process in Hong Kong is designed to be efficient and business-friendly. Below are the key steps:

Step 1: Submit application to the Companies Registry
The applicant must deliver a specified re-domiciliation form to the Registrar of Companies along with:

• All required supporting documents (such as constitutional documents, declarations of compliance and solvency, financial records, and member resolutions); and
• The prescribed application fees.

Hong Kong offers a streamlined one-stop approach, allowing the applicant to submit documents and fees for both:

• Re-domiciliation registration; and
• Business registration with the Inland Revenue Department.

Upon successful registration, the applicant receives:

• A Certificate of Re-domiciliation; and
• A Business Registration Certificate — issued together in one step.

If the company was previously registered in Hong Kong as a registered non-Hong Kong company (under Part 16 of the CO), that registration will automatically cease to be effective on the date the Certificate of Re-domiciliation is issued.

Step 2: Deregistration in the original jurisdiction
After re-domiciliation, the company must take reasonable steps to procure its deregistration in its original place of incorporation as soon as practicable. It must then submit satisfactory proof of deregistration to the Registrar within 120 days of the re-domiciliation certificate date:

• Failure to comply may result in the revocation of the company’s Hong Kong registration.
• The Registrar may extend the 120-day deadline under conditions it considers appropriate.

8. What supporting documents are required for a re-domiciliation application in Hong Kong?

The applicant must submit the following documents along with the re-domiciliation form and prescribed fee:

9. What fees are required to apply for re-domiciliation to Hong Kong?

Application fees for re-domiciliation depend on the method of submission:

10. How long does the re-domiciliation process take?

Depending on the jurisdiction of origin and documentation quality, the process typically takes between 6 to 12 weeks from application to approval.

Filing obligations and implications

11. What are the filing obligations after re-domiciliation in Hong Kong?

Once a company has successfully re-domiciled to Hong Kong, it is regarded as a locally incorporated company under the CO and must comply with all relevant filing obligations, similar to any company formed under Hong Kong law. These obligations include both general post-registration filings and filings related to charges and debentures.

*Exception: No filing required if the company has already complied with sections 336, 339, or 340 of the CO.

12. Will contracts, licenses, and obligations remain valid post-move?

Yes. The re-domiciled company retains legal personality, meaning all pre-existing rights, liabilities, and obligations carry over under Hong Kong law.

13. What are the ongoing compliance obligations in Hong Kong?

Re-domiciled companies are treated like local companies, with obligations such as:

• Renewal of Business Registration Certificate;
• Filing of annual return with the Companies Registry;
• Performing accounting and preparing annual financial statements (unless exempt);
• Filing of annual tax return with IRD;
• Maintenance of a registered office and local company secretary; and
• Holding annual general meeting.

Meanwhile, companies need to comply with the significant controllers register requirements, the new inspection regime, the anti-money laundering and counter-terrorist financing requirements, and so on.

14. What are the tax implications of re-domiciling to Hong Kong?

Re-domiciling to Hong Kong transforms a foreign company into a Hong Kong tax resident, which brings both opportunities and responsibilities.

On the opportunity side, the company may become eligible for benefits under Hong Kong’s tax treaties, such as reduced withholding tax on dividends or capital gains exemptions in jurisdictions like mainland China. The re-domiciliation also simplifies the tax residency application process compared to maintaining residency through management-and-control-based arguments alone.

On the obligation side, re-domiciled companies are subject to Hong Kong’s standard tax regime. This includes compliance with the foreign-sourced income exemption regime (enacted in 2023) and the global minimum tax regime for large multinational groups (effective from 2025). Prior profits generated before re-domiciliation could still be subject to Hong Kong profits tax if derived from business conducted in Hong Kong—even before the re-domiciliation—under the territorial tax principle.

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Companies should also be aware of potential tax consequences in other jurisdictions, especially China. Although China currently has no specific rule deeming re-domiciliation to Hong Kong as a taxable exit event, certain transactions, such as restructurings or equity transfers involving Chinese entities, could trigger scrutiny under China’s general anti-avoidance rules and reorganization tax provisions. This is particularly relevant for companies moving from low-tax jurisdictions like the BVI or Cayman Islands that hold China-facing investments.

In short, re-domiciling to Hong Kong may improve treaty access and long-term tax planning efficiency, but companies should carefully evaluate pre-move tax positions, filing obligations under Hong Kong’s domestic tax laws, and any potential tax impact in jurisdictions where they hold assets or derive income.

15. Is stamp duty payable during re-domiciliation?

Generally, no stamp duty is imposed solely on the re-domiciliation process. However, secondary asset or share transfers may trigger tax liabilities depending on the structure.

16. Are there incentives or support from the Hong Kong government?

While no direct financial incentives are currently offered, re-domiciliation aligns with broader policies to attract high-quality enterprises, especially in innovation and advanced manufacturing.

17. What types of businesses can benefit most?

• Holding companies and family offices;
• Regional headquarters;
• Fund managers and private equity vehicles; and
• Fintech, health tech, and R&D-focused firms seeking China access.

18. Can a company re-domicile out of Hong Kong in the future?

Currently, Hong Kong law does not provide a mechanism for outbound re-domiciliation. However, this may evolve as part of future legislative developments.

Key takeaway

Hong Kong’s inward re-domiciliation regime offers a timely and cost-effective pathway for offshore companies to convert into Hong Kong-incorporated entities, preserving legal identity, enabling business continuity, and potentially unlocking tax treaty benefits. For groups seeking to consolidate structures, strengthen their regional presence, or enhance substance compliance, the regime offers a compelling alternative to traditional restructuring.

However, businesses must proceed with care. As the policy is newly introduced, procedural details in Hong Kong will continue to evolve, and positions taken by foreign tax authorities, especially in the Chinese Mainland, may shift over time. From a Chinese tax perspective, redomiciling could trigger immediate tax liabilities, disrupt deferral mechanisms, or affect access to tax treaty relief, particularly when the redomiciled entity plays a central role in subsequent restructurings.

Moreover, multinational groups should consider broader tax implications beyond Hong Kong and the Chinese Mainland. For example, redomiciling an IP-heavy Cayman entity to Hong Kong might require substantial local substance (such as R&D functions) to maintain global tax efficiency, and Hong Kong’s treaty network—though growing—is still narrower than that of jurisdictions like Singapore.

In short, while the regime introduces a flexible tool for long-term planning and treaty access, success will depend on careful structuring, jurisdiction-specific due diligence, and close monitoring of cross-border tax developments. To assess whether re-domiciliation is right for your organization, consult with experienced legal and tax advisors familiar with both Hong Kong and international regulatory landscapes.

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