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Moving a Company to Hong Kong: The Re-domiciliation Regime One Year On

Writer: KTCCPA
KTCCPA
11 minutes ago
3 min read

Many groups with operations in Hong Kong hold their companies in offshore jurisdictions. Until 2025, moving such a company to Hong Kong usually meant setting up a new company and transferring the business across, with the cost and disruption that involves. Hong Kong's company re-domiciliation regime now offers a simpler route.

What the regime does

The regime came into operation on 23 May 2025 under the Companies (Amendment) (No. 2) Ordinance 2025 [1]. It allows a non-Hong Kong company to re-domicile to Hong Kong and become a Hong Kong company. The regime only works one way: companies can move into Hong Kong, but not out [1].

Re-domiciliation does not create a new legal entity. It does not affect the company's business continuity, property, rights, obligations, liabilities or contracts [1]. From the re-domiciliation date, the company is treated as a company incorporated in Hong Kong and must comply with the Companies Ordinance (Cap. 622) [1].

Take-up so far

By the end of June 2026, the Companies Registry had received 70 applications, and 42 companies had re-domiciled to Hong Kong, including two insurance companies and one listed company [2]. The companies came from jurisdictions including the British Virgin Islands, Luxembourg, the Cayman Islands and Bermuda [2].

Who can apply

The regime is open to non-Hong Kong companies comparable to four types of Hong Kong company: private or public companies limited by shares, and private or public unlimited companies with a share capital [1]. Companies limited by guarantee therefore fall outside the regime. There is no economic substance test [1].

The main conditions include [1][3]:

  • the company's first financial year in its place of incorporation must have ended on or before the application date;

  • the law of the original jurisdiction must permit the company to leave;

  • the company must be able to pay its debts falling due within 12 months, and its members must approve the move;

  • notice of the proposal must be served on all creditors before applying.

What the application involves

The application is made to the Registrar of Companies on the re-domiciliation form, with supporting documents. These include a directors' certificate issued within 35 days before the application, the proposed articles of association, and, among others, a legal opinion from the original jurisdiction and recent accounts [1][3]. The fee is HK$6,050 for an electronic application or HK$6,725 for a paper application [1].

The usual Hong Kong name rules apply. A name that is already on the Index of Company Names will not be accepted, unless the company was already registered in Hong Kong as a non-Hong Kong company under that name [1].

After re-domiciliation

The work does not end with the certificate. Key deadlines include [1]:

  • Within 15 days: file a return of share capital and members (Form NSC21), and any outstanding director consents.

  • Within one month: register particulars of existing charges of a specified kind, unless already registered in Hong Kong.

  • Within 120 days: deregister in the original jurisdiction and file evidence with the Registrar. The Registrar may extend this period. If the deadline is missed, the Registrar may revoke the company's Hong Kong registration.

After that, the company follows the ordinary Hong Kong rules, including annual returns and keeping company records. Like other Hong Kong companies, it must also keep a significant controllers register [4].

Tax points

Hong Kong does not tax on the basis of residence or domicile, so re-domiciliation does not by itself change the territorial basis of profits tax [5]. Pre-move profits tax liabilities remain [5]. For double tax agreement purposes, a re-domiciled company is treated as a company incorporated in Hong Kong, and so as a Hong Kong resident [5]. The Inland Revenue Ordinance also contains transitional rules on deductions and allowances, and a unilateral tax credit where the original jurisdiction taxed unrealised gains on the move [5]. Groups should also check the exit rules of the original jurisdiction.

Is it right for your group?

Re-domiciliation can suit groups whose management, banking and operations are already in Hong Kong. Others may wish to keep an offshore company for other reasons. The decision should take account of shareholders, lenders, licences, contracts and tax in both jurisdictions.

KTC advises on Hong Kong company secretarial matters, including statutory filings, annual returns and significant controllers registers, as well as taxation. To discuss your plans, request a proposal.

This article is for general information only and does not constitute legal or professional advice.

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