New Company Re-domiciliation Regime Launches in Hong Kong

Effective from 23 May 2025, the Hong Kong government has introduced a company re-domiciliation regime under the Companies (Amendment) (No. 2) Ordinance 2025. This regime enables non-Hong Kong-incorporated companies to re-domicile to Hong Kong, offering a simpler and more cost-effective route for corporations seeking to relocate their corporate base while maintaining legal continuity.

Why it matters

Hong Kong has long been a gateway for international investment into Asia. This new regime enhances its attractiveness by removing the need to dissolve and re-incorporate when transferring operations. Instead, companies can re-domicile and continue operations seamlessly under Hong Kong law, ensuring legal identity, contractual obligations and operational continuity are preserved.

Key features of the regime

• Eligibility: Applies to non-Hong Kong corporations similar in nature to companies that can be formed under the Companies Ordinance (e.g. private/public companies limited by shares or private/public unlimited companies by shares).
• Simplicity: The regime supports a streamlined, “one-stop” application process for re-domiciliation and business registration.
• Continuity: The re-domiciled entity retains its legal personality, including all assets, rights, and liabilities.
• No Economic Substance Test: Unlike many jurisdictions, there is no requirement for the company to meet an economic substance test.

Requirements for application

To qualify, companies must meet the following conditions:

• The jurisdiction of origin must allow outbound re-domiciliation.
• Company type must be compatible with Hong Kong corporate structures.
• The company must be solvent, not undergoing liquidation, acting in good faith with creditors, and obtain member consent.
• The company must not be used for unlawful purposes.
• The company’s first financial year end since its incorporation has passed.

Post-Registration obligations

Once re-domiciled, the company is treated as a Hong Kong-incorporated entity and must comply with the Companies Ordinance, including submission of statutory filings. Additionally, deregistration in the original jurisdiction must be completed within 120 days post-approval.

Opportunities for Alpadis clients

At Alpadis, we support corporate clients looking to expand or restructure across jurisdictions. The new regime represents a valuable opportunity for companies based in jurisdictions with political or regulatory uncertainties to shift to Hong Kong, leveraging its business-friendly environment and legal system.

Alpadis can assist with:

• Evaluating eligibility and preparing application documentation
• Coordinating with regulators and legal counsel in both jurisdictions
• Ensuring post-domiciliation compliance with Hong Kong laws

To explore how your company can benefit from re-domiciling to Hong Kong, contact our specialists today.

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