The much-anticipated move to permit overseas companies to redomicile in Hong Kong received legislative approval last week and applications will now be accepted to redomicile from 23 May 2025.¹

Why is this needed?
Traditional reasons for companies maintaining offshore incorporation status whilst carrying on business in Hong Kong have largely disappeared due to economic substance requirements and the global initiative towards minimum tax requirements.

What is proposed?
The new redomiciliation regime only applies to inward redomiciliation. In other words, it allows overseas companies to move their place of incorporation to Hong Kong. 

What are the requirements to redomicile?
Besides the Companies Registry standard forms for redomiciliation, the following will be required for the application:

1. A legal opinion²  in the required format from a legal practitioner in the current home jurisdiction;
2. A directors’ certificate affirming the eligibility requirements;
3. 75% shareholder consent;³
4. A solvency statement from the board;⁴  and
5. Depending on whether audited accounts are required in the home jurisdiction, either audited or unaudited financial statements which do not pre-date the application by more than 12 months.

What is the effect of redomiciliation?
Redomiciliation will not create a new legal entity and no stamp duty is paid on the process. Pre-existing assets and contractual rights and obligations of the company will remain in place.⁵  Moving forward, the redomiciled company will have to comply with the statutory requirements applicable to Hong Kong companies.

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The speed with which the redomiciliation bill has proceeded to law reflects, firstly, the fact that the “offshore advantage” is now significantly diminished and, secondly, the practical reality that entities carrying on business in Hong Kong are often best served by being incorporated here.

Chris Lambert

 

For more information or advice on redomiciliation, the Companies (Amendment) (No. 2) Bill 2024, compliance and related matters in Hong Kong, please contact:-
Chris Lambert | clambert@robertsonshk.com | +852 2861 8417

Disclaimer: This publication is general in nature and is not intended to constitute legal advice. You should seek professional advice before taking any action in relation to the matters dealt with in this publication.

¹ The Companies (Amendment) (No. 2) Bill 2024 was passed by the Legislative Council on 14 May 2025.
² To be issued not more than 35 days before the application.
³ At a shareholders’ meeting or by passing of written resolutions.
⁴ That the company can pay its debts that fall due within the 12 months from the application date.
⁵ Although consents may be required if the underlying contract expressly restricts redomiciliation.