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.