What is the ‘inward re-domiciliation’ regime and its legal effect?
The regime allows non-Hong Kong incorporated companies to move their place of incorporation to Hong Kong.
Re-domiciliation does not create a new legal entity or affect the identity or continuity of the company concerned, its contracts or any function, property, right, privilege, obligation or liability acquired, accrued or incurred by or to that company, nor does it affect legal proceedings commenced or continued by or against that company.
If, after re-domiciliation, the company’s similar profits are also taxed in Hong Kong, the government will provide the company with unilateral tax credits to eliminate double taxation, and a deduction of certain specified expenses or expenditures incurred before re-domiciliation.
Re-domiciled companies will be regarded as companies incorporated in Hong Kong. They have the same rights as any Hong Kong-incorporated companies of their kind in Hong Kong, and will be required to comply with the relevant requirements of Hong Kong law under the Companies Ordinance (Cap. 622) and Inland Revenue Ordinance (Cap. 112).
Which types of companies do the regime apply to?
The regime applies to four types of companies that may be formed in Hong Kong or their comparable overseas counterparts, namely,
- private companies limited by shares,
- public companies limited by shares,
- public companies with a share capital, and
- public unlimited companies with a share capital.
What are the applicable eligibility criteria?
The key eligibility criteria, which must be supported by a director’s certificate and, where indicated with an asterisk (*), a legal opinion, are as follows:
General
- The type of company proposed in the re-domicile application is the same or substantially the same type of company as in the original domicile.*
- The law of the original domicile allows outward re-domiciliation and all relevant requirements have been complied with.*
- At least one financial year has elapsed since the company’s incorporation as of the date of application.
Integrity
- The company will not be used for unlawful purposes or purposes contrary to public interest.
Creditor and member protection
- The application is not intended to defraud existing creditors and is made in good faith. Notification of the re-domiciliation proposal has been served on all creditors.
- Members’ consent to the re-domiciliation has been obtained. Where the company’s constitutional documents do not require such consent, the re-domiciliation must be approved by a resolution passed by at least 75% of eligible members.*
Solvency
- The company must be able to pay its debts when they fall due during the 12-month period following the application date.
- The company is not in liquidation, being wound up or subject to proceedings for liquidation, winding up or other insolvency-related arrangements or orders.*
- Company Accounts, which are no more than 12 months old as of the application date, must be provided.
Process and effective date of re-domiciliation
Applications must be made to the Registrar of Companies in Hong Kong. The government has indicated a two-week approval timeline following receipt of all required information and documentation.
A re-domiciliation takes effect from the date the certificate of re-domiciliation is issued to the applicant, which will also be available for public inspection. However, if the re-domiciled company is unable to provide evidence of de-registration at the original place of domicile within 120 days of re-domiciliation (or within such longer period as may be permitted by the Registrar of Companies), its registration in Hong Kong may be revoked.
What else to bear in mind
In addition to the requirements of the Companies Ordinance, any applicant company (or the group to which it belongs) should seek tax advice and consider other regulatory implications, particularly if the applicant operates in a regulated industry (such as banking, insurance or securities) or is publicly listed.
Client Alert 2025-138
