Re-domiciliation of Companies to Hong Kong
Introduction
As of 23 May 2025, Hong Kong has introduced a new corporate re-domiciliation regime under the Companies (Amendment) (No. 2) Ordinance 2025, now incorporated into Part 17A of the Companies Ordinance (Cap. 622) (the “Companies Ordinance”). This development permits eligible non-Hong Kong incorporated entities to transfer their place of incorporation to Hong Kong and continue as companies incorporated under Hong Kong law. A full summary of the Hong Kong re-domiciliation regime and its requirements are set out here.
At Charltons, we advise international clients on all legal and procedural aspects of re- domiciling to Hong Kong, drawing on our extensive experience in cross-border corporate structuring and Hong Kong company law. Download our guide on re-domicling companies to Hong Kong and our focused country guides on re-domiciling Cayman Island companies, and re-domiciling British Virgin Islands companies to Hong Kong.
Hong Kong Company re-domiciliation Regime
Company re-domiciliation to Hong Kong enables a foreign company to change its place of incorporation to Hong Kong without the need to wind up in its original jurisdiction or establish a new Hong Kong company from scratch. The re-domiciliation process does not create a new legal identity and all contracts, property, rights, obligations and similar interests owned or entered into by the company in its original jurisdiction will remain after re-domiciling to Hong Kong.
Once registered in Hong Kong under section 820C of the Companies Ordinance, the re-domiciled entity is treated in law as a Hong Kong-incorporated company, subject to the rights, obligations, and compliance requirements under the Companies Ordinance, unless otherwise specified.
Key Eligibility Criteria to Re-domicile to Hong Kong
To qualify for re-domiciliation to Hong Kong, a company must, among other things:
- Be permitted under the company’s existing jurisdiction’s laws and constitutional documents to transfer its domicile and comply with the relevant local requirements;
- Be of a substantially similar company type as those recognised under the Companies Ordinance;
- Have completed at least one financial year since incorporation;
- SSatisfy solvency-related requirements;
- Ensure that the purpose of the company after re-domiciliation to Hong Kong must not be unlawful and does not contravene public interest.
Eligible company types for re-domiciliation include private or public companies limited by shares, as well as unlimited companies with share capital.
Application Procedure to Re-domicile to Hong Kong
Applicants must submit to the Registrar of Companies:
- A completed Re-domiciliation Form (Form NNC6);
- A certified copy of the proposed articles of association;
- A legal opinion from counsel qualified in the original jurisdiction;
- Certificate issued by the board of directors of the company;
- Supporting constitutional, financial, and compliance documents; and
- A Notice to the Business Registration Office (Form IRBR5); and
- Application fee and business registration fee.
Applications may be filed either electronically or in hard copy. A certificate of re-domiciliation and Business Registration Certificate will be issued upon successful registration.
Post-Registration Obligations
After the Companies Registry has issued the certificate of re-domiciliation, the company must:
- Effect deregistration in its original jurisdiction and submit evidence of deregistration within 120 days;
- Comply with all statutory filing requirements under the Companies Ordinance, including filings relating to directors, members, and charges; and
- Maintain ongoing compliance as required of all companies incorporated in Hong Kong.
How Charltons Can Assist with Re-domiciling Your Company to Hong Kong
Charltons offers end-to-end legal support for re-domiciliation, including:
- Jurisdictional compatibility and eligibility assessments;
- Structuring advice and legal due diligence;
- Preparation and vetting of constitutional and application documents;
- Liaison with foreign legal counsel for required legal opinions and deregistration; and
- Managing the entire application and post-registration compliance process, including ongoing company secretarial services.
We act for clients seeking to leverage Hong Kong’s sophisticated legal framework, established financial infrastructure, and strategic location as a premier international business hub. If you are considering relocating your company’s domicile to Hong Kong, our team would be pleased to provide a confidential consultation tailored to your needs.
