Hong Kong allowed company Re-domiciliation: requirements and rules?

As of May 23, 2025, amendments to the Companies Ordinance (Companies (Amendment) (No.2) Ordinance) officially came into effect in Hong Kong, introducing a new mechanism of inward re-domiciliation for foreign companies. Thanks to this law, legal entities registered outside Hong Kong, and meeting certain criteria, may transfer their place of registration to Hong Kong. At the same time, companies retain their corporate identity and business continuity, which allows them to preserve existing contractual and other obligations that arose before the relocation.

In this article, we will analyze in detail what re-domiciliation is, what requirements the authorities impose on companies planning to “relocate” to Hong Kong, and what advantages such re-domiciliation may bring for business.

What is company re-domiciliation?

Re-domiciliation is the process of changing a company’s country of registration from one jurisdiction to another without creating a new legal entity. This makes it possible to preserve the existing structure, contracts, licenses, and bank accounts, as well as to avoid double taxation or loss of assets.
Regarding the re-domiciliation procedure in Hong Kong, it is important to note that it is unilateral – meaning that only inward re-domiciliation is permitted. This means that foreign companies can transfer their place of registration to Hong Kong, however, Hong Kong companies are not allowed to change their jurisdiction to another through re-domiciliation. Thus, the mechanism works exclusively “inward,” not “outward.”
The whole re-domiciliation process takes on average from 6 to 12 weeks.

Who can apply for company re-domiciliation in Hong Kong?

Currently, re-domiciliation, according to section 820B(1) of the Companies Ordinance, is permitted for the following types of companies:

• Private companies limited by shares;
• Public companies limited by shares;
• Private companies unlimited with a share capital;
• Public companies unlimited with a share capital.

What requirements must a company meet to successfully complete the re-domiciliation procedure to Hong Kong?

1. The company must be registered in a jurisdiction that permits outward re-domiciliation;
2. The company must not be in liquidation, bankruptcy, or restructuring. If it is found that re-domiciliation misleads creditors or infringes upon their interests, the Hong Kong Companies Registry has the right to reject the application;
3. The company must meet solvency and good faith criteria.
   This criterion means that the company must be able to pay all debts within 12 months from the date of filing the re-domiciliation application, and the re-domiciliation itself must not be carried out for the purpose of avoiding obligations or fraud. The company must also not have criminal or regulatory violations;
4. Before re-domiciliation, the company must complete at least one financial year from the date of its incorporation. That is, the company must have operated for a full financial year (usually 12 months) before it becomes entitled to apply for re-domiciliation to Hong Kong.
   This rule is designed to prevent newly created companies without a real business history from transferring to Hong Kong;
5. One of the mandatory conditions for re-domiciliation is the prior approval of the resolution to change jurisdiction by a general meeting of members (shareholders). Hong Kong law requires that at least 75% of votes must be cast in favor of such a resolution;
6. Unlike many other jurisdictions, Hong Kong does not require a company to have “economic substance,” i.e., an actual office, employees, or business activity at the time of re-domiciliation.
   Thus, the company does not have to prove its economic presence at the stage of relocating its legal address. This significantly simplifies the procedure for holding structures, IP companies, or startups that only plan to conduct business from Hong Kong in the future.

How Does the Procedure of Company Re-domiciliation to Hong Kong?

1. Submission of the application
   An authorized representative of the company must submit the relevant application form to the Companies Registry together with supporting documents* (which we will specify below in the article) and pay the relevant government fees for registration of re-domiciliation and business registration with the Inland Revenue Department.

a) Supporting documents that must be submitted to the Companies Registry:

• The company’s Articles of Association;
• A legal opinion issued by a qualified lawyer of the outgoing jurisdiction, issued within 35 days from the date of the application submission;
• Certified corporate documents;
• A shareholders’ resolution confirming consent to the company’s re-domiciliation to Hong Kong;
• Financial statements for the last 12 months (an audit is not required unless it is a requirement of the outgoing jurisdiction).

b) During the submission of the application for company re-domiciliation to Hong Kong, the following registration fees must be paid:

• Re-domiciliation Form (Form NNC6): HKD 5,020 – when submitted electronically; HKD 5,580 – when submitted in paper form.
• Notification to the Business Registration Office (Form IRBR5) – HKD 2,200.
• Lodgment fee for submission of documents: HKD 1,030 – electronically; HKD 1,145 – in paper form.

Thus, the total amount of registration fees for re-domiciliation is:

• HKD 8,250 – when submitted electronically;
• HKD 8,925 – when submitted in paper form.

2. Deregistration
   After completing the re-domiciliation procedure, the company is obliged, within a reasonable time, to take all necessary steps to terminate registration in the original jurisdiction. Within 120 days from the date of issuance of the re-domiciliation certificate, the company must provide the Registrar with convincing evidence of actual deregistration at the previous place of incorporation.
   Failure to fulfill this obligation may result in the cancellation of the company’s registration in Hong Kong. At the same time, the Registrar has the right to extend the mentioned period under conditions he deems appropriate in each particular case.

What Are the Advantages of Re-domiciliation to Hong Kong?

Re-domiciliation of a company to Hong Kong is an opportunity for strategic and financial expansion of business. Below are the key advantages of such a step:

1. Tax advantages

• Profit tax – only 8.25% on the first HKD 2 million, thereafter – 16.5%. Importantly, the company pays tax only on income sourced from Hong Kong. If the company does not generate income in Hong Kong, it does not pay taxes there.
• Hong Kong has no VAT and no dividend tax.
• Availability of the IP-BOX regime, which, subject to jurisdictional conditions, allows reducing profit tax to 5% on all qualified income derived from intellectual property.
• Sale of shares, stock, or company assets is not subject to capital gains tax.
• Hong Kong has an extensive system of double taxation treaties, which allows optimization of taxation within a group of companies.
• The cost of company administration is lower, and the system is simpler compared to other Asian countries such as Singapore and China.

2. No requirement for economic substance
   In Hong Kong, at the time of re-domiciliation, it is not mandatory to have a physical office or employees, which simplifies the procedure for companies that only plan to start operational activity in the region.
3. Flexibility of corporate governance
   Under Hong Kong law, companies have wide freedom in forming their governance structure. There are no restrictions on the number of directors or shareholders – a company may be managed by a single person or by a full board of directors, depending on business needs. Moreover, unlike jurisdictions with strict requirements (such as Singapore), Hong Kong has no mandatory residency requirements for directors.
4. Preservation of continuity
   As mentioned above, upon re-domiciliation, the company retains its assets, contracts, licenses, bank accounts, etc. You do not need to create a new legal entity or company structure from scratch.
5. High business reputation
   Hong Kong is recognized as one of the most transparent, stable, and efficient business jurisdictions in Asia and worldwide. Hong Kong companies enjoy a higher level of trust from banks and clients.

The new legislation, which came into effect in May 2025, creates favorable conditions for companies wishing to transfer their business to Hong Kong and that meet the requirements of solvency, good faith, and transparency. At the same time, successful re-domiciliation requires thorough preparation, legal support, and compliance with formal procedures. Full support of this process can be provided by the team of lawyers at Azola Legal Services, who have practical experience working with international business and structures from different jurisdictions.