Hong Kong has reinforced its status as a global business hub with the launch of the Inward Company Re-domiciliation Regime, effective from 23 May 2025.  Established under Part 17A of the Companies Ordinance (Cap. 622) introduced by the Companies (Amendment) (No. 2) Ordinance 2025, the regime provides a streamlined legal mechanism for non-Hong Kong incorporated companies to migrate their place of incorporation to Hong Kong while maintaining the same corporate identity, rights, and obligations.

Before this regime, companies wishing to shift domicile to Hong Kong often had to undergo winding up and re-incorporation, or rely on complex schemes of arrangement. The new regime eliminates these hurdles, offering a modern and cost-effective route that preserves business continuity.

What is Company Re-domiciliation?

Company re-domiciliation is the legal process by which an overseas company changes its place of incorporation to Hong Kong without losing its legal personality. The re-domiciled entity remains the same company, and:

• All contracts, property, rights, obligations and liabilities continue.
• The company becomes a “re-domiciled company” in Hong Kong from the date of the Certificate of Re-domiciliation issued by the Registrar of Companies.
• The re-domiciliation does not create a new legal entity.

This ensures businesses can retain their operating history, goodwill and contractual relationships, while enjoying the full benefits of Hong Kong incorporation.

Why Re-domicile? The Key Benefits

(a) Access Hong Kong’s premier business ecosystem

By re-domiciling, a company is immediately part of Hong Kong’s common law system, independent judiciary and pro-business regulatory framework. Hong Kong offers:

• a gateway to Mainland China and Asia;
• robust financial infrastructure, including one of the world’s largest banking hubs;
• a deep pool of legal, accounting, and professional services; and
• credibility of being a Hong Kong-incorporated entity.

(b) Enhanced credibility

Being “Hong Kong incorporated” signals transparency and stability. This could:

• facilitate negotiations with investors and lenders;
• strengthen regulatory standing and investor confidence; and
• improve brand positioning in competitive international markets.

(c) Tax residency and double taxation relief

Re-domiciled companies are regarded as Hong Kong tax residents under the Inland Revenue Ordinance (IRO).  They gain access to over 50 Comprehensive Double Taxation Agreements (CDTAs), reducing or eliminating withholding taxes on dividends, royalties and interest.  This is significant for multinational groups: companies incorporated offshore but already managed and controlled in Hong Kong can now achieve formal tax residency and avoid dual reporting burdens.

(d) Operational continuity

Re-domiciliation does not affect:

• shareholder rights;
• employment contracts;
• intellectual property ownership; or
• pending legal proceedings.

This continuity reduces transaction risk and costs, while allowing businesses to align governance and compliance under a single Hong Kong legal framework.

(e) No economic substance requirement

 Unlike some offshore jurisdictions, Hong Kong does not impose economic substance tests on re-domiciled companies.  This widens the regime’s accessibility across holding, investment, and operational companies.

Hong Kong’s Tax Environment: A Strategic Advantage

Hong Kong’s simple and competitive tax regime is a core attraction:

• Profits tax at 16.5% (8.25% on the first HK$2 million under the two-tier system).
• Territorial source principle – only Hong Kong generated profits are taxable; overseas income remains outside the tax net.
• No capital gains tax, no dividend tax, no withholding tax on interest or royalties, and no VAT/sales tax.

The Inland Revenue Department has also clarified transitional rules:

• Pre-re-domiciliation expenses may be deductible post-re-domiciliation if incurred in producing assessable profits.
• Trading stock and assets acquired pre-re-domiciliation may be deductible or eligible for depreciation allowances based on their value at the re-domiciliation date.
• Stamp duty is not triggered by re-domiciliation itself.

Eligibility, Application Process and Legal Status

(i) Eligibility

A company may apply if it falls within one of four permitted structures:

1. private company limited by shares;
2. public company limited by shares;
3. private unlimited company with a share capital; or
4. public unlimited company with a share capital.

Other conditions include:

• the laws of the originating jurisdiction must permit outward re-domiciliation;
• members’ approval (at least 75% majority) is required if not already mandated by local law;
• the company must have passed its first financial year-end; and
• it must be solvent, with directors certifying the ability to pay debts due within 12 months.

(ii) Application Procedures

Applications are lodged with the Companies Registry using Form NNC6 together with:

• the proposed articles of association;
• certified copies of incorporation and constitutional documents;
• members’ resolution approving the re-domiciliation;
• accounts not older than 12 months;
• a directors’ certificate of solvency; and
• a legal opinion from the originating jurisdiction confirming compliance and eligibility.

(iii) Legal Status after Re-domiciliation

Once approved:

• the company receives a Certificate of Re-domiciliation and Business Registration Certificate;
• it is deemed a Hong Kong-incorporated company from that date;
• the company must deregister in its originating jurisdiction within 120 days, or apply for an extension; otherwise, Hong Kong registration may be revoked; and
• the company must comply fully with the Companies Ordinance.

Next Steps

The Re-domiciliation regime is a transformative opportunity for international businesses to consolidate governance, access Hong Kong’s tax environment and build investor confidence.

Our Corporate & Commercial team is well-placed to advise on:

• Feasibility assessment – analysing eligibility under Hong Kong law and originating jurisdiction requirements.
• Cross-border coordination – liaising with offshore counsel to ensure compliance.
• Document preparation – preparing application documentation, drafting directors’ certificates, shareholder resolutions and Hong Kong articles.
• Post-registration compliance – assisting with filings and deregistration in the originating jurisdiction.

With our expertise in cross-border corporate law and regulatory compliance, we can provide seamless end-to-end support for companies seeking to re-domicile to Hong Kong.

To explore how your company can benefit from re-domiciliation, please contact us.

	Gloria Sung, Of Counsel gloriasung@hkytl.com; +852 3468 7292
	Alexis Lam, Trainee Solicitor alexislam@hkytl.com; +852 3468 2205

This article is introductory in nature. Its content is current at the date of publication.  It does not constitute legal advice and should not be relied upon as such. You should always obtain legal advice based on your specific circumstances before taking any action relating to matters covered by this article. Some information may have been obtained from external sources, and we cannot guarantee the accuracy or currency of any such information.