As a follow-up to our publication of 27 May 2025, which provided a general overview of redomiciliation opportunities in Hong Kong, this article outlines the specific legal requirements and procedural steps under Hong Kong’s new redomiciliation regime. Introduced under the Companies (Amendment) (No. 2) Ordinance 2025 and effective from 23 May 2025, the regime allows foreign companies to transfer their registration to Hong Kong without liquidation or re-incorporation. This streamlined process preserves a company’s legal identity, assets, liabilities, and contracts, making Hong Kong an attractive destination for businesses seeking stability amid global regulatory challenges.
Below, we outline the eligibility criteria, application steps, and ongoing compliance obligations for companies considering redomiciliation to Hong Kong.
Eligibility Requirements for Redomiciliation
To qualify for redomiciliation under the Hong Kong Companies Ordinance (Cap. 622), a company must meet the following criteria:
- Company Type: The company must be one of the four types permitted under the Hong Kong Companies Ordinance, or a substantially similar type in its original jurisdiction:
- Private company limited by shares
- Public company limited by shares
- Private unlimited company with share capital
- Public unlimited company with share capital
- Original Jurisdiction: The laws of the company’s original domicile (e.g., Cayman Islands, British Virgin Islands, or Delaware) must permit outward redomiciliation. A legal opinion from a practitioner in the original jurisdiction is required to confirm this.
- Solvency: The company must be able to pay its debts as they fall due for 12 months following the application date.
- Members’ Consent: A resolution passed by at least 75% of eligible members is required to approve redomiciliation, even if not mandated by the original jurisdiction’s laws or the company’s constitutional documents.
- Good Faith: The application must be made in good faith, without intent to defraud creditors, and the company must not be in liquidation.
- Lawful Purpose: The redomiciled company must not be used for unlawful purposes or purposes contrary to Hong Kong’s public interest, including compliance with the Safeguarding National Security Ordinance.
Application Process
The redomiciliation process is managed by the Hong Kong Companies Registry and is designed to be efficient, with applications typically processed within two weeks of submitting all required documents. The steps include:
- Pre-Application Consultation: Companies in regulated sectors (e.g., banking or insurance) must contact the Hong Kong Monetary Authority or Insurance Authority to assess compliance with local regulatory requirements before applying.
- Submission of Documents: Applicants must submit the following to the Companies Registry:
- Certified copies of the certificate of incorporation (or equivalent) and constitutional documents.
- If previously redomiciled, certified copies of the certificate of registration from the prior jurisdiction.
- A shareholders’ resolution approving redomiciliation (if applicable).
- Financial statements dated no more than 12 months before the application, audited if required by the original jurisdiction.
- A legal opinion (issued within 35 days of the application) from a practitioner in the original jurisdiction, confirming:
- The company’s registration status and type
- Permission for outward redomiciliation under local laws
- Solvency and members’ consent
- No disqualification of directors
- Fees: Application fees are HK$1,030 (electronic) or HK$1,145 (paper), with registration fees of HK$5,020 (electronic) or HK$5,580 (paper) upon approval.
- Approval and Registration: Upon approval, the Companies Registry issues a certificate of redomiciliation. The company must provide evidence of deregistration from its original jurisdiction within 120 days (or longer if an extension is granted).
Ongoing Obligations Post-Redomiciliation
Once redomiciled, companies are treated as locally incorporated entities under the Companies Ordinance (Cap. 622) and must comply with all applicable requirements, including:
- Filing Requirements: Submit Form NSC21 (details of members and share capital) within 15 days of redomiciliation and file updates on corporate changes (e.g., directorships, registered office) promptly.
- Registered Office: Maintain a registered office in Hong Kong.
- Annual Compliance: File annual returns, conduct statutory audits, and hold annual general meetings (which can be virtual or hybrid under the Companies (Amendment) Ordinance 2023).
- Tax Obligations: Hong Kong operates a territorial tax system, taxing only profits derived from activities in Hong Kong at 8.25% on the first HK$2 million and 16.5% thereafter. Redomiciliation does not affect pre-existing tax liabilities in the original jurisdiction, but transitional amendments to the Inland Revenue Ordinance provide fair deductions for trading stock, expenditures, and depreciation allowances. Unilateral tax credits are available to avoid double taxation on profits taxed in the original jurisdiction upon exit.
- Regulatory Compliance: Redomiciled banks and insurers are supervised as local entities by the Hong Kong Monetary Authority or Insurance Authority.
Tax Considerations
Redomiciliation does not alter a company’s tax obligations in its original jurisdiction or its Hong Kong profits tax position for pre-redomiciliation activities. Companies with no prior business in Hong Kong are not taxed on pre-redomiciliation profits. The Inland Revenue Ordinance amendments ensure smooth transitions, addressing issues like trading stock valuation and tax credits for profits taxed abroad. Companies should consult tax advisors to navigate these nuances, especially for Russian businesses leveraging the Double Taxation Agreement (DTA) with Russia, which offers reduced rates on dividends (5% for ≥15% holdings, 10% otherwise), interest (0%), and royalties (3%).
Key Considerations for Russian Businesses
For Russian businesses facing sanctions or regulatory constraints in otherascs other jurisdictions (e.g., UAE, Cyprus), Hong Kong’s redomiciliation regime offers a stable alternative. However, consider:
- Banking Challenges: Entities with Russian beneficiaries may face enhanced compliance checks when opening Hong Kong bank accounts.
- Emerging Legal Practice: Limited case law exists, so legal advice is critical to ensure compliance.
- National Security: Compliance with Hong Kong’s Safeguarding National Security Ordinance is mandatory, and companies perceived to endanger national security risk being struck off the Companies Register.
How We Can Help
Our firm specializes in cross-border corporate relocations and can assist with:
- Assessing eligibility and preparing required legal opinions
- Managing the application process with the Companies Registry
- Coordinating with regulators, tax advisors, and financial institutions
- Ensuring compliance with post-redomiciliation obligations
For tailored guidance on redomiciling your business to Hong Kong, contact us at info@danilovpartners.com.
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This material is for informational purposes only and does not constitute legal advice. For specific inquiries, please reach out to us.
Additional Resources
Companies Registry External Circular No. 4 / 2025 (PDF): Outlines the redomiciliation regime’s provisions, eligibility, and process. https://www.cr.gov.hk
Overview of the redomiciliation regime: https://www.cr.gov.hk/en/legislation/co2025/redomiciliation/overview.htm
Tax implications of redomiciliation: https://www.ird.gov.hk/eng/tax/bus_redomiciliation.htm