Introduction

Hong Kong has launched a new re-domiciliation regime on 23 May 2025 under the Companies (Amendment) (No. 2) Ordinance 2025 (the “Regime”), enabling overseas companies to transfer their legal domicile to Hong Kong while maintaining corporate continuity. A non-Hong Kong corporation (“Applicant”) can now be registered under Part 17A of the Companies Ordinance (Cap. 622) (the “CO”) to be regarded as a company incorporated in Hong Kong with equivalent rights and obligations with effect from their re-domiciliation dates. The Regime preserves existing legal identities, allowing companies to retain contracts, assets and operational structures while complying with requirements in Hong Kong. This article sets out the relevant application requirements, including eligibility criteria, required documentation, and post-registration obligations to assist companies considering re-domiciliation to Hong Kong under this new framework.

Eligibility

Company type

The Applicant’s company type under the law of its place of incorporation must be the same or substantially similar to one of the following Hong Kong company types, namely, (i) public companies limited by shares; (ii) private companies limited by shares; (iii) public unlimited companies with a share capital; and (iv) private unlimited companies with a share capital.

Permissibility of transfer of domicile in place of incorporation

The law of the Applicant’s place of incorporation must allow the Applicant to transfer its domicile to another jurisdiction, and the Applicant must have complied with the laws of its original domicile in this regard.

Financial history

As of the date of application, the Applicant’s first financial year end since its incorporation must have passed.

Integrity

If an Applicant is likely to be used for unlawful purposes or purposes contrary to public interest, its application for re-domiciliation may be refused.

Member and creditor protection

The application must be made in good faith and not be intended to defraud creditors. The Applicant must have obtained consent from its members as required by the laws of its place of incorporation or its constitutional documents (or where neither requires such consent, consent from its members passed by a majority of at least 75% must have been obtained).

Solvency

The Applicant must not be in liquidation or be wound up and there must be no such proceedings against the Applicant that are ongoing or pending. The Applicant must be able to pay its debts which fall due within the period of 12 months beginning on the application date.

Documents required for application

Each Applicant must submit (among other things) the following documents to the Registrar of Companies (the “Registrar”):

1.      Form NNC6: A completed form with details such as the Applicant’s name, place of incorporation, issued shares, members, proposed name of the re-domiciled company, company type, registered office address in Hong Kong, and director and company secretary information;

2.      proposed Articles of Association: A copy of the articles of association that the members of the Applicant have resolved to be adopted as the articles of the Applicant with effect from the date on which the Applicant is re-domiciled;

3.      documents to accompany Form NNC6, such as:

a.      certificate of incorporation: A certified copy of the certificate of incorporation (or its equivalent document) in its place of incorporation;

b.      constitutional documents: A certified copy of each constitutional document of the Applicant;

c.      members' consent resolution: If neither the law of the Applicant’s place of incorporation nor the constitutional document of the Applicant requires member’s consent, a certified copy of a resolution approving re-domiciliation, passed by at least 75% of eligible members;

d.      financial statements: Recent financial statements (or audited ones, if any) dated no more than 12 months before the application;

e.      director's certificate: A certificate issued by the board of directors within 35 days before the application date and signed by a director confirming (among other things) the Applicant's registration, solvency, members' consent, and intent for re-domiciliation;

f.       legal opinion: A legal opinion issued within 35 days before the application date by a legal practitioner in the Applicant’s place of incorporation regarding (among other things) the Applicant’s due registration and subsistence in its place of incorporation, company type, directors qualification, solvency, permissibility of deregistration in its place of incorporation and members' consent requirements for the proposed re-domiciliation; and

4.      Notice to Business Registration Office (IRBR5): to be delivered in accordance with s.5BB(1) and 5D(2) of the Business Registration Ordinance (Cap. 310) (the “BRO”).

 

In addition, if a document required for the purpose of a re-domiciliation application is in a language other than the English language and the Chinese language, a certified translation of the document in the English language or the Chinese language is required. The Registrar may also require further documents or information if it thinks necessary for considering the application.

Official fees

Fees payable for an application for re-domiliciation in Hong Kong are:

1.      Application fee:

a.      Electronic submission: HK$6,050 (HK$1,030 lodgment fee plus HK$5,020 registration fee); or

b.      Hard copy submission: HK$6,725 (HK$1,145 lodgment fee plus HK$5,580 registration fee)

2.      Business registration fee and levy (for those Applicants which have not yet registered their business under the BRO).

Post-re-domiciliation obligations

After the Applicant has been successfully re-domiciliated to Hong Kong, some important post-re-domicilation obligations include:

Deregistration

Each re-domiciled company must be deregistered from its place of incorporation within 120 days after the issuance of the certificate of re-domiciliation and submit supporting evidence of deregistration to the Registrar. Failure to do so may result in revocation of its Hong Kong registration.

Registration of charges

Where the Applicant has created a charge before it becomes a re-domiciled company in Hong Kong and such charge subsists on the re-domiciliation date, and where such charge is a kind that a statement of its particulars would have been required by section 335 of the CO to be delivered for registration had the charge been created by the re-domicilied company on or after that date, the Applicant must deliver a statement of the particulars of such charge in the specified form to the Registrar for registration within one month after the re-domiciliation date.

Ongoing compliance obligations

Upon completing re-domiciliation, the re-domiciled company must comply with all other applicable filing obligations under the CO. Examples of such filing obligations include:

1.      return of particulars of members: Form NSC21 (including a share capital statement) to be filed within 15 days after the re-domiciliation date; and

2.      director’s consent: Form NNC3RD to be filed within 15 days after the re-domiciliation date if a director has not signed the “Consent to be a Director” section in Form NNC6.

Conclusion

The Regime provides a clear framework for overseas companies to establish their domicile in Hong Kong while preserving corporate continuity. To ensure a smooth transition, companies must carefully adhere to all eligibility criteria, documentation requirements, and post-registration obligations outlined in the Regime. Given the technical nature of the application process and the importance of proper documentation, it is strongly recommended that companies seek professional legal advice. This will help ensure full compliance with regulatory requirements and proper preparation of all necessary documents for successful re-domiciliation.

 

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Important: The law and procedure on this subject are very specialised and complicated. This article is just a very general outline for reference and cannot be relied upon as legal advice in any individual case. If any advice or assistance is needed, please contact our solicitors.

Published by ONC Lawyers © 2025