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Hong Kong's New Re-Domiciliation Regime: A Guide for Global Companies
- Yami Ng
- Jul 30
- 6 min read
Following the draft legalisation gazetted on 20 December 2024, the Hong Kong Government has introduced a new re-domiciliation regime for non-Hong Kong companies, effective on 23 May 2025. Compared to traditional methods, such as to establish a new Hong Kong entity and transfer the assets and operations, this new regime allows non-Hong Kong companies to transfer their domicile to Hong Kong via a straightforward and simpler process.
Author: Yami Ng, Trainee Solicitor
In our February 2024 newsletter our Managing Partner Stefan Schmierer already introduced the regime and its details as known at the time, read that article here. Now that the regime is effective, it hereby bears revisiting.
Requirements for Re-Domiciliation
To apply for re-domiciliation to Hong Kong, a non-Hong Kong company must meet the following criteria:
Eligibility
The company’s place of incorporation must allow the transfer of domicile and comply with the requirements of its original jurisdiction.
The company must be of a type comparable to one of the following under the Companies Ordinance (“CO”):
Public companies limited by shares;
Private companies limited by shares;
Public unlimited companies with a share capital;
Private unlimited companies with a share capital.
The company must have passed the first financial year end by the date of application.
Integrity and good faith
Compliance with all re-domiciliation requirements under the CO;
The intended re-domiciled company must not be intended for unlawful purposes or for a purpose contrary to public interest.
Member and creditor protection
The application must be made in good faith, without the intention to defraud creditors. If the law of the original jurisdiction or the company's constitutional documents require member consent for re-domiciliation, such consent must be obtained from more than 75% majority of the members entitled to vote via resolution.
Solvency
The company must show that it can pay its debts due within 12 months and is not in liquidation, with no ongoing or pending liquidation proceedings.
Processing time and Post-Approval Steps
The application generally takes approximately 2 weeks to proceed, subject to any requisitions from the Companies Registry (“CR”). Upon approval, the CR will issue a Certificate of Re-Domiciliation. The re-domiciled company must deregister from its original jurisdiction within 120 days after the re-domiciliation. Failure to comply may result in the revocation of re-domiciliation registration.
Legal effect and implications of Re-Domiciliation
Once re-domiciled, the company will be treated as if it is incorporated in Hong Kong from the date of re-domiciliation and must comply with all relevant requirements under the CO.
It is an inward regime for the company to re-domicile to Hong Kong but not the other way round, meaning it is a one-way transition and not permitted to re-domicile to other jurisdictions in a similar manner.
Re-domiciliation does not create a new legal entity and does not affect the business continuity of the company. All property, rights, obligations, and liabilities remain intact.
As re-domiciliation does not involve sale and purchase of shares, it will not trigger stamp duty in Hong Kong. However, same as a company incorporated in Hong Kong, the company is subject to stamp duty for any sale and purchase of shares on or after the re-domiciliation date.
Benefits of Re-Domiciliation
Legal Continuity
Re-domiciliation allows the company to maintain its legal identity and its business operations are not interrupted when re-domiciling, which avoids the complications of assets or liabilities transfers and ensures existing commitments remain effective.
Tax efficiency
In general, Hong Kong does not impose tax on the basis of residence or domicile but taxes on all profits arising in or derived from business conducted within the region. Companies that never conducted business in Hong Kong prior to its re-domiciliation to Hong Kong will not be charged for profits tax for the period before it commences business in Hong Kong. However, re-domiciliation will not relieve the company from its profits tax liabilities if it has conducted business in the pre-domiciliation period.
Unilateral tax credits are available to the company for elimination of double taxation in the re-domiciliation year or any subsequent year of assessment. Additionally, companies can deduct expenses incurred before the re-domiciliation date, provided that no other tax deductions have been claimed in Hong Kong or elsewhere.
Operational simplicity
The re-domiciliation process does not create a new legal entity or involve any transfer of business and assets, preserving all property, rights, obligations, and liabilities. Companies can maintain their organisational structure and daily operations with minimal administrative burden.
In addition, no economic substance test is imposed on the non-Hong Kong corporations applying to re-domicile to Hong Kong, which benefits corporations of all sizes.
Access to the Mainland China and other Asian countries
With Hong Kong’s unique position under “One Country, Two System”, companies can leverage Hong Kong as a platform to enter the Mainland China and take advantage of its favourable trade conditions and trades. This could also assist companies to navigate more business opportunities across the regions.
Companies re-domiciling to Hong Kong can benefit from favourable business-friendly policies, access to Asian markets, and the ability to operate within a common law framework, which enhance credibility with investors and business partners.
Challenges of Re-Domiciliation
One way transition
As this regime only allows overseas companies inward re-domicile to Hong Kong but not the reverse, meaning the companies cannot re-domicile to other jurisdictions. This may limit exit strategies or options if the companies wish to relocate to another jurisdiction in the future.
Disclosure requirements and shareholder transparency
Companies may be drawn to offshore jurisdiction for strong privacy protection. However, once re-domiciled, they will be treated as companies incorporated in Hong Kong and must comply with all requirements filing obligations under CO, such as filing of an annual return. Unlike offshore jurisdictions, where shareholders’ information is not often publicly accessible, CO requires such information to be disclosed. As a result, shareholders’ information in Hong Kong becomes more transparent, which could compromise the privacy that offshore companies typically enjoy.
Overseas Insurers Lead the Way: The First Move Under the New Re-Domiciliation Regime
AXA and Manulife, two of the world’s largest insurers, have announced plans to re-domicile their regional headquarters from Bermuda to Hong Kong under the new company re-domiciliation regime, subject to regulatory approvals.
“We are excited to be among the first to re-domicile to Hong Kong, This move is not mere administrative; it is a significant step forward in deepening our roots in Hong Kong and simplifying our reporting and compliance processes. I firmly believe it will provide strategic advantages that position us for long-term success in one of the world’s most vibrant markets.”
said Ms. Sally Wan, Chief Executive Officer, AXA Greater China.
The new regime offers substantial advantages for companies looking to make a move and enable them to align more effectively with local markets. It not only preserves the legal continuity and organisational structure, but also upholds existing commitments and agreements with clients.
Market reactions have been positive, with companies expressing confidence and satisfaction with the benefits this regime offers in the re-domiciliation process to Hong Kong. In addition to AXA and Manulife, more non-Hong Kong companies are expected to follow re-domiciling to Hong Kong via this route.
Re-domiciliation to Hong Kong is a strategic step for companies. It goes beyond mere compliance, but it enhances their market position and operational efficiency. Ultimately, it’s all about strengthening their presence in a key financial hub.
Advancing Global Business: The New Re-Domiciliation Regime
The launch of the new re-domiciliation regime marks a significant step forward for non-Hong Kong companies aiming to shift their business to Hong Kong. This process not only simplifies the transitions, it also offers numerous benefits. Ultimately, this initiative positions Hong Kong to become an even more appealing destination for global business expansion. Companies considering re-domiciliation should seek professional advice to gain a comprehensive understanding of the legal, tax and other relevant implications. We are here to assist you in navigating the process.
Disclaimer: Whilst every effort has been made to ensure the accuracy of this article it is general in nature and does not constitute legal advice of any kind. You should seek your own personal legal advice before taking legal action. We accept no liability whatsoever for loss arising out of the use or misuse of this article.
For specific advice about your situation, please contact:
Yami Ng
Trainee Solicitor
+852 2388 3899
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