Moving to Hong Kong: company re-domiciliation regime

The Financial Services and the Treasury Bureau proposed to introduce re-domiciliation for companies incorporated outside of Hong Kong.  These companies should fall into one of the following types:

1. Private companies limited by shares;
2. Public companies limited by shares;
3. Private unlimited companies with a share capital; and
4. Public unlimited companies with a share capital.

Unlimited companies incorporated under the Companies Ordinance (Cap 622) (CO) are rare.  The number of public companies is around 1,000.  Most companies to be re-domiciled in Hong Kong should fall into the category of private companies limited by shares.  Those companies already registered in Hong Kong as non-Hong Kong companies could re-domicile with the name and business registration number remain the same.

Re-domiciliation is inward only and applicable to those jurisdictions with such provisions ie allow their companies to move outward. All the contractual, legal processes, property, rights, obligations and liabilities of the companies will remain unaffected.  Business will continue as usual.

To apply, companies should:

1. Provide opinion from a legal practitioner practicing under the law of the original domicile that
2. the company is duly registered and not in liquidation;
3. the local law permits re-domicile.
4. Provide financial statements at a date no more than 12 months prior to the application date showing that the company is solvent;
5. Acquire 75% of members’ consent to the re-domicile if the original law nor the company’s constitution requires such consent to be obtained, and
6. Adopt articles of association in line with the provisions of the CO and that its financial statements should be audited after the re-domicile.

Once the re-domicile application is approved and the company is registered in Hong Kong, it has 120 days to de-register in its original place of incorporation with possible extension, if necessary.

Amendment bill is being drafted for the CO to have provisions for the re-domiciliation regime.  The Inland Revenue Ordinance will also make provisions for:

1. Transitional tax matters to cover deduction for trading stock, specified types of expenditures, depreciation allowance etc.
2. Double taxation relief will be given.

Measures will be taken to ensure that those companies re-domiciled to Hong Kong could develop their business locally in the long run.

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Belinda will guide you on how to enter Hong-Kong, China. She will be delighted to give a 30 minutes free Q&A interview to deal with any specific question you may have.

Send an email to [email protected] to book an appointment.