Hong Kong Has Set to Launch an Inward Company Re-domiciliation Regime

The Hong Kong Government announced that the law to enable non-Hong Kong companies to re-domicile to Hong Kong will take effect on 23 May 2025. This will help bolster the city’s status as a global business and financial hub and an open and competitive economy.

Through the re-domiciliation, foreign companies already with operations in Hong Kong would no longer have to comply with two different sets of regulations indefinitely. Upon re-domiciliation, the company’s legal entity, contracts, properties, rights and obligations will continue without disruption.

This regime does not allow outward re-domiciliation of Hong Kong incorporated companies to re-domicile to another jurisdiction. Like Australia and Singapore, Hong Kong only considers an inward regime for now.

Company types

Four types of companies may re-domicile to Hong Kong, namely, (i) private companies limited by shares, (ii) public companies limited by shares, (iii) private unlimited companies with a share capital and (iv) public unlimited companies with a share capital. The companies will not be allowed to change their company types through the re-domiciliation.

Eligibility

There will be no economic substance tests. That essentially means that even small companies can re-domicile to Hong Kong. However, the applicants must comply with certain legal, financial and integrity and other documentary requirements, such as:

• As at the application date, the applicant’s first financial year end since its incorporation has passed.
• The company type to be applied for re-domiciliation is the same or substantially the same as the applicant’s type of company in its original domicile.
• The re-domiciled company will not be used for unlawful purpose or purposes contrary to public interest.
• If neither the law of the original domicile or the application’s constitutional documents requires members’ consent, an applicant should obtain such consent by a resolution duly passed by at least 75% of eligible members.
• The applicant is able to pay its debts as they fall due during the 12 months after the application date.
• The applicant is to provide its financial statements as at a date no more than 12 months prior to the application date (and such financial statements are to be audited only if the auditing is legally required in its original domicile).
• The application is made in good faith and not intended to defraud existing creditors of the applicant.
• The applicant is not in liquidation. No receiver or manager is in possession of any of its properties. No compromise or arrangement between it and another person is being administered.
• A legal opinion of a legal practitioner who practices the law of the original domicile is required to confirm the proposed re-domiciliation is allowed under the law of the original domicile. A legal opinion is also to cover the applicant such as its due registration in the original domicile, company type, members’ consent and solvency.
• A statement of the director as set out in the re-domiciliation form regarding the company’s incorporation/registration and solvency, permission, members’ consent and intent for the proposed re-domiciliation.

Insurers and authorised institutions which re-domicile to Hong Kong will be… READ FULL ARTICLE

By: Rossana Chu and Beverly Fu at YYC Legal LLP

Note: This material has been prepared for general informational purposes only and is not intended to be relied upon as professional advice. Please contact us for specific advice.