Unlike the classic company registration in Hong Kong, re-domiciliation allows avoiding liquidation of the old company and creation of a new one – the business continues to exist, changing only the jurisdiction.
Companies (Amendment) Ordinance 2025: what changed?
The re-domiciliation regime for companies in Hong Kong was introduced by the Companies (Amendment) Ordinance 2025 and enshrined in Part 17A of the Companies Ordinance Cap. 622. These regulations define a streamlined pathway for re-domiciliation to Hong Kong, including eligibility criteria for re-domiciliation to Hong Kong, requirements for corporate structure, financial soundness and company transparency.
Key provisions:
- Companies registered in recognized foreign jurisdictions (EU, United Kingdom, Cyprus, Estonia, Singapore, Dubai, etc.) may initiate transfer of corporate domicile to Hong Kong.
- The procedure is carried out through the Companies Registry Hong Kong, with mandatory disclosure of corporate background, financial history and compliance track record.
- The company’s legal identity is preserved, including rights, duties, contracts and corporate structure.
- Re-domiciliation requires compliance with corporate procedures, disclosure of corporate reporting and undergoing Due Diligence during re-domiciliation.
Re-domiciliation: step-by-step guide
Re-domiciliation of foreign companies to Hong Kong is carried out according to a clear algorithm:
- Analysis of corporate structure and financial history, assessment of eligibility criteria for re-domiciliation to Hong Kong, preparation of corporate reporting, confirmation of financial stability and transparency.
- Approval of the shareholders’ resolution: obtaining shareholder consent required for Hong Kong re-domiciliation, preparing minutes and corporate resolutions.
- Conducting due diligence – disclosure of corporate background, compliance history, analysis of corporate risks when changing jurisdiction.
- Preparation and submission of documents to the Companies Registry Hong Kong – application for re-domiciliation, corporate reporting, confirmation of financial stability, disclosure of shareholder and beneficiary structure.
- Obtaining approval and registration: the Companies Registry Hong Kong considers the application, conducts additional checks, issues a certificate of re-domiciliation.
- Transitional period and integration: corporate integration into the new jurisdiction, notification of counterparties, banks, regulators, adjustment of corporate procedures and reporting to Hong Kong standards.
Criteria for re-domiciliation of a company to Hong Kong
Transferring a company’s legal address to Hong Kong requires strict compliance with a number of criteria, both in terms of corporate structure and financial history.
Requirements for the company’s structure and finances
Key corporate background requirements for Hong Kong include:
- Confirmed financial stability (financial solvency criteria for re-domiciliation): absence of debts, corporate disputes, negative credit history.
- Transparent corporate structure: disclosure of all shareholders, beneficiaries, availability of corporate reporting for the last 2-3 years.
- Compliance with international regulatory standards: presence of AML/KYC procedures, corporate governance, internal compliance.
Shareholder consent and creditors’ rights
The re-domiciliation requires:
- Obtaining the consent of the majority of shareholders (shareholder consent requirements for Hong Kong re-domiciliation), preparation of corporate resolutions.
- Protection of members’ and creditors’ interests: disclosure of corporate obligations, notification of all interested parties, ensuring protections for members and creditors in Hong Kong.
- Conducting corporate procedures under the Companies Ordinance (CO), including disclosure of corporate rights and obligations.
Documents for company registration in the Companies Registry Hong Kong
The standard document package includes:
- Application for re-domiciliation (application for transfer of corporate domicile to Hong Kong).
- Corporate reporting confirming financial stability.
- Minutes of shareholders’ resolutions.
- Documents disclosing corporate structure, beneficiaries, compliance history.
- Due diligence report for re-domiciliation.
Re-domiciliation of business to Hong Kong: advantages
- Hong Kong’s tax advantages for companies: corporate tax – 16.5%, the possibility of applying unilateral tax credits, transparent transitional tax arrangements for Hong Kong re-domiciliation.
- Business continuity when changing jurisdiction: preservation of corporate identity, assets, liabilities, contracts.
- Free flow of capital: absence of currency controls, fast international transactions, integration with global financial markets.
- Economic substance rules: moderate requirements for economic presence, compliance with the global minimum tax.
- Corporate transparency and a high level of corporate governance.
Comparison of winding-up, restructuring and an arrangement scheme
| Option | Hong Kong re-domiciliation | Winding-up | Court-sanctioned scheme |
|---|---|---|---|
| Business continuity | Yes | No | Partially |
| Corporate identity | Preserved | No | Partially |
| Timing | 2-4 months | 6-12 months | 6-18 months |
| Risks for shareholders/creditors | Minimal | High | Medium |
| Compliance burden | Reduced | Increased | Medium |
Reducing regulatory compliance costs
Re-domiciliation helps reduce the dual regulatory burden: the company is released from double regulation, optimizes corporate procedures and reporting, and reduces compliance costs in Hong Kong. The solution developed by COREDO allows integrating corporate processes according to Hong Kong standards, minimizing regulatory costs.
Tax benefits for re-domiciled companies
| Parameter | Hong Kong (after re-domiciliation) | BVI/Cayman/Singapore |
|---|---|---|
| Corporate tax | 16.5% | 0-17% |
| Tax credits | unilateral tax credits | limited |
| Economic substance | moderate | strict (offshore) |
| Minimum tax | applies | depends on the jurisdiction |
| Reporting | high transparency | often simplified |
Company re-domiciliation to Hong Kong: risks and consequences
Despite the obvious advantages, re-domiciliation of companies to Hong Kong requires careful analysis of corporate risks, constraints and legal consequences.
Which companies are prohibited from re-domiciliation
Eligibility criteria for re-domiciliation to Hong Kong include:
- Companies undergoing liquidation, bankruptcy or legal disputes are not permitted.
- Companies that do not meet requirements for corporate structure, financial stability and transparency are excluded.
- Industry restrictions: certain types of activities (for example, those related to sanctioned goods, financial services without a license) may be excluded.
Thus, companies that have undergone re-domiciliation switch to a regime of corporate obligations and corresponding legal risks in accordance with Hong Kong law.
Corporate obligations and legal risks
Re-domiciliation preserves corporate identity, rights and duties, but requires:
- Re-registration of corporate obligations according to Hong Kong standards.
- Notifying international counterparties, banks and regulators of the change of jurisdiction.
- Ensuring protections for members and creditors in Hong Kong: protection of the interests of shareholders, creditors and company members.
Thus, successful re-domiciliation requires a comprehensive approach to protecting the interests of all participants in the process; more details on risks for shareholders and creditors in the following section.
Risks for shareholders and creditors
Main risks:
- Possible legal disputes in case of disagreement by shareholders or creditors.
- Reputational risks due to insufficient transparency of the procedure.
- Corporate integration risks: the need to adapt corporate procedures, corporate reporting and corporate structure.
Practical recommendations for entrepreneurs
Practical recommendations for entrepreneurs are more relevant than ever, especially when choosing a new jurisdiction for business development. The new re-domiciliation regime allows entrepreneurs to move a company to Hong Kong while preserving all key assets, contracts and business relationships, as well as taking advantage of the benefits of Asia’s leading financial center. Below are step-by-step instructions to help make this process as efficient as possible.
Re-domiciliation of a business to Hong Kong: step-by-step
- Strategic planning: analysis of the corporate structure, selection of the optimal re-domiciliation model.
- Preparation of corporate documentation – disclosure of corporate reporting, financial history, compliance history.
- Obtaining shareholders’ consent: documenting corporate resolutions, communicating with stakeholders.
- Conducting due diligence: analysis of corporate risks, preparation of a report.
- Submitting the application to the Companies Registry Hong Kong: supporting the procedure, integrating corporate processes.
- Integration and notification of counterparties, setting up the corporate structure and corporate reporting, communication with banks and regulators.
How to assess the effectiveness of re-domiciliation
- Reduction of the compliance burden – lowering regulatory costs, optimizing corporate procedures.
- Increase in corporate investment and ROI – greater access to international financial markets, increase in company value.
- Preservation of corporate identity and business continuity: no loss of assets, contracts or obligations.
- Improvement of corporate reputation – increased transparency and trust from counterparties and investors.
How to choose a consulting partner and a lawyer
- Assess the partner’s experience in corporate migration, re-domiciliation and support of international transactions.
- Check availability
expertise in corporate governance, tax planning and AML consulting.
Re-domiciliation of companies to Hong Kong: answers to questions
The regime allows a foreign company to transfer its legal address and corporate identity to Hong Kong while maintaining business continuity, assets, liabilities and corporate structure.
Companies registered in recognized jurisdictions that meet requirements for financial resilience, transparency and corporate structure.
An application for re-domiciliation, corporate reports, shareholder resolutions and minutes, documents disclosing the structure, beneficial owners, compliance history, due diligence report.
A corporate meeting is held, resolutions and minutes are prepared, and communication with shareholders is ensured.
Legal, corporate and reputational risks, as well as restrictions related to industry, structure and financial history.
The company becomes a tax resident of Hong Kong and integrates corporate obligations according to the standards of the new jurisdiction.
Hong Kong re-domiciliation vs other jurisdictions
Hong Kong re-domiciliation vs other jurisdictions, a timely choice for companies considering a change of jurisdiction amid shifting global tax and regulatory requirements. In this section we will consider how the new re-domiciliation regime in Hong Kong compares with the options in Singapore, BVI, the Cayman Islands and European countries, highlighting the main differences, advantages and nuances of transitioning between these key centers.
Comparison of the regimes: Singapore, BVI, Cayman Islands, Europe
| Jurisdiction | Company requirements | Timeframe | Tax incentives | Transparency | Complexity of procedure |
|---|---|---|---|---|---|
| Hong Kong | High | 2-4 months | Yes | High | Medium |
| Singapore | Medium | 3-6 months | Yes | High | Medium |
| BVI/Cayman Islands | Low | 1-2 months | Limited | Low | Low |
| Europe | High | 6-12 months | Case-by-case | High | High |
Re-domiciliation of companies to Hong Kong: prospects
The Hong Kong company re-domiciliation regime is not just a legal procedure but a strategic tool for corporate migration and scaling business in Asia. Preserving corporate identity, reducing compliance burden, access to international financial hubs and transparent corporate reporting — all of this opens new opportunities for investments, transactions and growth.