Unlock a streamlined pathway to Hong Kong's business ecosystem! With the groundbreaking Companies (Amendment) Ordinance 2025 now in effect, offshore companies (e.g., BVI, Cayman, Bermuda entities) can re-domicile to Hong Kong while retaining their legal identity – avoiding complex liquidation or restructuring.
The Companies (Amendment) (No. 2) Ordinance 2025 took effect on 23 May 2025, enabling non-Hong Kong registered companies to re-domicile to Hong Kong while retaining their original legal entity status. This landmark initiative aims to attract high-quality enterprises – particularly those incorporated in offshore jurisdictions like BVI, Cayman Islands, and Bermuda – to relocate their registration to Hong Kong. It serves as a strategic tool for businesses to maintain legal continuity while leveraging Hong Kong’s commercial, regulatory, and tax advantages.
In this blog, Hongda will guide you through key aspects of Hong Kong’s re-domiciliation regime.
Part 1: What is Re-domiciliation?
Prior to this regime, companies seeking to relocate to Hong Kong could only do so through either:
- Liquidation of their original entity, or
- A Court-Sanctioned Scheme of Arrangement.
Both options involved complex procedures, significant delays, and operational disruptions. The new re-domiciliation mechanism now provides a streamlined solution that preserves a company’s legal identity, commercial operations, and contractual obligations throughout the relocation process.
This regime offers companies an opportunity to reassess their corporate structure and global positioning. For example, AXA Hong Kong and Macau announced its re-domiciliation plan on the effective date (23 May 2025), proposing to relocate AXA Insurance (Bermuda) Limited to Hong Kong pending regulatory approvals. Upon completion, the entity will be renamed AXA Financial Insurance (Hong Kong) Limited. AXA stated this move would ‘enhance operational efficiency, create long-term value for stakeholders, and reinforce Hong Kong’s status as a leading global financial center.’ (source here)
Part 2: Eligibility Requirements for Re-domiciliation
1. Company Types Eligible:
The regime applies to overseas-incorporated companies whose structure is substantially similar to the following Hong Kong entity types:
- Private Company Limited by Shares
- Public Company Limited by Shares
- Unlimited Company with Share Capital (Public or Private)
2. Key Requirements:
- The original jurisdiction’s laws must permit outward re-domiciliation;
- The company must have completed at least one full financial year since incorporation (submitting corresponding financial statements);
- The company must not be in liquidation or subject to pending liquidation proceedings;
- The company must demonstrate the ability to repay debts due within the next 12 months.
Part 3: Application Procedure for Re-domiciliation
Step 1: Submission to Hong Kong Companies Registry
In the first step, companies need to prepare the following documents:
- Legal Opinion: Issued by the original jurisdiction’s lawyer within 35 days before application, confirming legal compliance and director eligibility;
- Board Declaration: Affirming members’ approval of re-domiciliation and 12-month debt repayment capacity;
- Certificate of Incorporation: Certified copy (officially translated if not in English/Chinese);
- Constitutional Documents: Certified copies of Articles of Association and amendments;
- Financial Statements: Latest 12-month statements (audited if required by original jurisdiction);
- Members’ Resolution: Approved by >=75% voting rights (unless exempted by the Articles of Association).
In general cases, it takes approximately 2 weeks for issuance of the Certificate of Re-domiciliation and the new Business Registration Certificate by the Companies Registry.
Step 2: Deregistration in Original Jurisdiction
After receiving Hong Kong’s Certificate of Re-domiciliation, the company must apply for deregistration in its original jurisdiction and submit the proof of deregistration to Hong Kong Companies Registry within 120 days.
Critical Note: Failure to submit deregistration proof within this period may result in revocation of Hong Kong registration. Extensions may be granted at the Registrar’s discretion.
Part 4: Compliance after Re-domiciliation
Upon successful re-domiciliation, the company assumes all obligations of a Hong Kong local entity, including:
- Within 15 days: File Particulars of Members (Form NSC21) and unsigned Consent to Act as Director (Form NNC3RD);
- Within 1 month: Register pre-existing property charges (mortgages);
- Renew Business Registration Certificate annually;
- Submit Annual Return to Companies Registry;
- Maintain accounting records and prepare audited financial statements;
- File Profits Tax Return (link to Hong Kong Accounting Service Page);
- Appoint a Hong Kong-resident Company Secretary (link to Hong Kong Secretary Service Page);
- Hold Annual General Meetings.
Conclusion
Hong Kong's new re-domiciliation regime offers overseas companies, particularly those from jurisdictions like BVI or Cayman, a game-changing opportunity. It provides a streamlined path to relocate registration to Hong Kong while preserving their legal identity, operations, and contracts – avoiding the complexity and disruption of liquidation or schemes.
To leverage Hong Kong's commercial and tax advantages, eligible companies must follow the application steps, crucially securing deregistration proof from their original jurisdiction within 120 days. Upon successful re-domiciliation, they assume full local compliance obligations. This initiative significantly enhances Hong Kong's appeal as a global corporate hub.
Considering a strategic relocation to Hong Kong? Hongda's expert team can guide you through every step of the re-domiciliation process, ensuring compliance and a smooth transition.
