The Companies (Amendment) (No. 2) Ordinance 2025 is being introduced to provide a simple and cost-effective route for foreign companies to re-domicile to Hong Kong without undergoing winding-up procedures. The regime came into force on 23 May 2025.
Eligibility and Application
Foreign companies seeking re-domiciliation must be one of the four company types recognized under Hong Kong’s Companies Ordinance, such as private companies limited by shares or public companies limited by shares. The application process requires submission of specified declarations and corporate records to the Companies Registry.
Regulatory Compliance
Once re-domiciled, companies will be governed by Hong Kong law as if they were originally incorporated. They must comply with all statutory obligations, including filing annual returns, maintaining proper financial records, and appointing Company Secretary and maintaining a Hong Kong Registered Office.
Financial institutions (e.g. banks and insurers) must seek prior approval from Hong Kong regulators before proceeding with re-domiciliation.
Inward Re-domiciliation
The new regime permits foreign companies to re-domicile to Hong Kong. A document evidencing it deregistration from the original jurisdiction must be submitted within 120 days after the re-domiciliation date. Outward re-domiciliation (Hong Kong companies moving abroad) is not covered under this amendment.
Rationale
Overseas companies that operate in Hong Kong either through licensed activities or by being listed on HKEX may consider moving their domicile to Hong Kong to reduce their compliance requirements and costs in complying with both regulations in their place of incorporation and in Hong Kong. Additionally, corporate entities that wish to be re-domiciled and recognized as Hong Kong tax residents which can benefit and meet BEPS Pillar 2 requirements.
