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Re-domiciliation of Bermuda Companies to Hong Kong

Introduction

Hong Kong now permits Bermuda companies to re-domicile under its new company re-domiciliation regime effective 23 May 2024. This framework enables eligible Bermuda entities to transfer their registration to Hong Kong while preserving legal identity and continuity of operations, as well as direct access to Hong Kong’s market. For the eligibility criteria, application procedures, and Hong Kong’s specific requirements, please refer to our guide.

Discontinue out of Bermuda

Following the re-domiciliation to Hong Kong and receiving the certificate of re-domiciliation from the Hong Kong Companies Registry, Bermuda companies must apply to be discontinued out of Bermuda and to be continued in Hong Kong. This step is essential to finalise the re-domiciliation process or else the re-domiciliation registration in Hong Kong may be revoked.

Under the Bermuda Companies Act (1981), exempted companies may apply for re-domiciliation or often referred to as being discontinued out of Bermuda and continued in Hong Kong. Bermuda allows exempted companies to be continued to an “appointed jurisdiction” or to a jurisdiction approved by the Minister of Finance of Bermuda. As Hong Kong is currently not an “appointed jurisdiction”, the company will be required to apply for approval from the Minister of Finance as a pre-requisite of the re-domiciliation and discontinuation. Additionally, the process of the application will essentially include:

  • Obtaining corporate approvals by members according to Bermuda law or the bye-laws of the company;
  • Advertising the intention to discontinue out of Bermuda and to continue in Hong Kong in relevant newspapers in Bermuda and other applicable jurisdictions;
  • Filing the notice of discontinuance;
  • Submitting the director’s declaration confirming solvency, and that the interests of certain creditors and members will not be affected;
  • Submitting irrevocable deed poll in relation to service of legal process on the Company and its directors;
  • Submitting the certificate of re-domiciliation issued by the Hong Kong Companies Registry; and
  • Payment of relevant application fees.

After the Registrar of Companies in Bermuda has received the certificate of re-domiciliation issued by the Hong Kong Companies Registry, the Registrar of Companies in Bermuda will issue a certificate of discontinuance and the company will ceased to be an exempted company under Bermuda law.

As part of the company re-domiciliation to Hong Kong, Charltons will work with Bermuda legal counsel to prepare the documents to be discontinued in Bermuda and continued in Hong Kong. Refer to our guide here for more details on re-domiciling your Bermuda company to Hong Kong.

Corporate & commercial