A new era for global businesses: Hong Kong unveils comprehensive corporate re-domiciliation regime

Hong Kong has ushered in a new era for global enterprises with the passing into law of the Companies (Amendment) (No.2) Ordinance (“Ordinance”). Effective 23 May 2025, this landmark legislation introduces a robust inward re-domiciliation regime, allowing overseas companies to seamlessly migrate their domicile to Hong Kong while fully preserving their legal identity, contracts, assets, and liabilities.

Building on Hong Kong's existing re-domiciliation framework for funds, this strategic development offers unparalleled opportunities, particularly for asset managers and insurers seeking a stable, well-regulated, and business-friendly environment in Asia.

Why re-domicile to Hong Kong?

This new regime offers compelling advantages for companies with significant operations or listings in Hong Kong and the wider APAC region:

• Reduced Regulatory Burden: Streamline compliance by eliminating the need to adhere to dual regulatory requirements in both the place of incorporation and Hong Kong. This simplifies operations and can lead to significant cost savings.
• Alignment with Business Focus: For companies with a strong APAC presence, aligning their domicile with their core business activities enhances operational efficiency, strategic coherence, and local market integration.
• Evolving Global Landscape: As traditional incentives for maintaining offshore registrations diminish due to global minimum tax initiatives and economic substance rules, Hong Kong presents an attractive, robustly regulated, and future-proof alternative.
• Strong Foundations: Re-domiciled companies will immediately benefit from Hong Kong's world-class corporate governance framework, competitive tax system, rule of law, and deep pool of professional services expertise.

Key aspects of the new regime

Companies considering re-domiciliation to Hong Kong will need to meet specific eligibility criteria. Key considerations include:

• Company Type Compatibility: The current form of the re-domiciled company must be the same or substantially similar to one of the four types of companies that can be incorporated under the Ordinance: private companies limited by shares, public companies limited by shares, private unlimited companies with a share capital, or public unlimited companies with a share capital.
• Originating Domicile's Regime: The jurisdiction where the company is currently incorporated must permit outward re-domiciliation and not prohibit the move to another jurisdiction. Many common offshore jurisdictions, like the British Virgin Islands and Cayman Islands, already have these regimes in place.
• Shareholder Approval: Where the law of the original jurisdiction or the company’s constitutional documents do not explicitly mandate shareholder consent for re-domiciliation, an applicant company must secure approval via a resolution passed by at least 75% of eligible shareholders.
• Financial Solvency & Creditor Protection: Before applying, all creditors must be notified. The board of directors must confirm their satisfaction that the company will be able to meet its debts as they fall due within the 12-month period commencing from the application date. The application must be made in good faith and not to defraud creditors.
• Timely legal opinion: The re-domiciliation application must be accompanied by a legal opinion issued by a practitioner in the applicant’s jurisdiction of incorporation. This opinion must verify compliance with various eligibility criteria and must be issued within 35 days preceding the application submission date.

Government initiatives and support

The Hong Kong government has actively engaged with various key offshore jurisdictions, including Bermuda, the British Virgin Islands, and the Cayman Islands, to facilitate the orderly transfer of companies. Notably, Bermuda’s authorities are evaluating Hong Kong’s request for designation as an appointed jurisdiction, which could further streamline re-domiciliation processes from Bermuda, eliminating the need for case-by-case applications.

This ongoing commitment underscores Hong Kong's dedication to actively promoting this new regime and ensuring its effective implementation. The government will continue to monitor its success and consider allowing other forms of corporate bodies to re-domicile in the future.

How can Ocorian help?

The introduction of this re-domiciliation regime presents an exceptional opportunity for global businesses looking to leverage Hong Kong’s strategic advantages. Ocorian stands ready to provide end-to-end support throughout the entire re-domiciliation process. Our expert team assists with all aspects, from managing the application to navigating complex legal and tax requirements, ensuring a seamless and compliant transition. Beyond the re-domiciliation itself, we offer tailored advice on corporate governance, operational matters, and strategic guidance to help you successfully establish and optimise your business operations in Hong Kong.

For businesses seeking to establish a robust and legally continuous presence in Asia’s most stable and business-friendly environment, Hong Kong’s new re-domiciliation regime is a game-changer.

Contact our team today.