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The Amendment Ordinance aims to introduce a company re-domiciliation regime that enables non-Hong Kong corporations to re-domicile to Hong Kong. In light of the introduction of the company re-domiciliation regime, the Amendment Ordinance also introduces related amendments to other enactments.
The Amendment Ordinance will come into operation on 23 May 2025.
The major features of the company re-domiciliation regime include:
(a) the re-domiciliation regime is an inward regime which allows non-Hong Kong corporations to re-domicile to Hong Kong but not the other way round;
(b) the re-domiciliation regime is applicable to non-Hong Kong corporations comparable to four types of companies that could be formed in Hong Kong, namely, (a) private companies limited by shares; (b) public companies limited by shares; (c) public unlimited companies with a share capital and (d) private unlimited companies with a share capital;
(c) re-domiciliation does not have the effect of creating a new legal entity and will not affect the business continuity of the company, or any property, rights, obligations, liabilities, as well as the contractual and legal processes of the company;
(d) there is no economic substance test imposed on the non-Hong Kong corporations intending to re-domicile to Hong Kong; and
(e) once re-domiciled, re-domiciled companies will be regarded as companies incorporated in Hong Kong with effect from the date of re-domiciliation and will be required to comply with all the relevant requirements under the Companies Ordinance (Cap. 622).
(a) the re-domiciliation regime is an inward regime which allows non-Hong Kong corporations to re-domicile to Hong Kong but not the other way round;
(b) the re-domiciliation regime is applicable to non-Hong Kong corporations comparable to four types of companies that could be formed in Hong Kong, namely, (a) private companies limited by shares; (b) public companies limited by shares; (c) public unlimited companies with a share capital and (d) private unlimited companies with a share capital;
(c) re-domiciliation does not have the effect of creating a new legal entity and will not affect the business continuity of the company, or any property, rights, obligations, liabilities, as well as the contractual and legal processes of the company;
(d) there is no economic substance test imposed on the non-Hong Kong corporations intending to re-domicile to Hong Kong; and
(e) once re-domiciled, re-domiciled companies will be regarded as companies incorporated in Hong Kong with effect from the date of re-domiciliation and will be required to comply with all the relevant requirements under the Companies Ordinance (Cap. 622).
Similar to the service provided for an application for incorporation of a local company, a “one-stop approach” will be provided for application for re-domiciliation of companies and business registration.
If a non-Hong Kong corporation which does not have a business registration applies for re-domiciliation, all documents and fees in respect of the application for re-domiciliation and business registration as required by the Registrar of Companies and the Commissioner of Inland Revenue respectively should be delivered to the Companies Registry. Upon registration, a Certificate of Re-domiciliation and a Business Registration Certificate will be issued in one go.
If a registered non-Hong Kong company under Part 16 of the Companies Ordinance (Cap. 622) holding a valid Business Registration Certificate applies for re-domiciliation, the business registration number of the registered non-Hong Kong company should be provided in the re-domiciliation form and there will be no need for application for a new Business Registration Certificate and no new Business Registration Certificate will be issued.
If a non-Hong Kong corporation which does not have a business registration applies for re-domiciliation, all documents and fees in respect of the application for re-domiciliation and business registration as required by the Registrar of Companies and the Commissioner of Inland Revenue respectively should be delivered to the Companies Registry. Upon registration, a Certificate of Re-domiciliation and a Business Registration Certificate will be issued in one go.
If a registered non-Hong Kong company under Part 16 of the Companies Ordinance (Cap. 622) holding a valid Business Registration Certificate applies for re-domiciliation, the business registration number of the registered non-Hong Kong company should be provided in the re-domiciliation form and there will be no need for application for a new Business Registration Certificate and no new Business Registration Certificate will be issued.
The time required for processing an application for re-domiciliation will depend on the quality and quantity of application documents received by the Companies Registry.
If documents and particulars required for the re-domiciliation application are in order, it is generally estimated that the applicant may be registered as a re-domiciled company in 2 weeks’ time.
If documents and particulars required for the re-domiciliation application are in order, it is generally estimated that the applicant may be registered as a re-domiciled company in 2 weeks’ time.
The restrictions and requirements under the Companies Ordinance (Cap. 622) (the “CO”), including sections 100 and 102 (regarding restrictions as to names of companies)are applicable to a re-domiciled company.
Section 100(1)(a) of the CO provides that a company must not be registered by a name that is the same as a name appearing in the Index of Company Names. This provision, however, does not apply if (i) the registration by the name is for the purpose of Part 17A of the CO (Re-domiciled companies) (the “registration”); (ii) the company was a registered non-Hong Kong company immediately before the registration; and (iii) the name concerned was the corporate name or approved name of the company immediately before the registration.
(see section 100(1A) of the Companies Ordinance (Cap. 622)).
In addition, section 100(1)(b) of the CO provides that a company must not be registered by a name that is the same as a name of a body corporate incorporated or established under an Ordinance.
Section 100(1)(a) of the CO provides that a company must not be registered by a name that is the same as a name appearing in the Index of Company Names. This provision, however, does not apply if (i) the registration by the name is for the purpose of Part 17A of the CO (Re-domiciled companies) (the “registration”); (ii) the company was a registered non-Hong Kong company immediately before the registration; and (iii) the name concerned was the corporate name or approved name of the company immediately before the registration.
(see section 100(1A) of the Companies Ordinance (Cap. 622)).
In addition, section 100(1)(b) of the CO provides that a company must not be registered by a name that is the same as a name of a body corporate incorporated or established under an Ordinance.
Fees payable for registration under section 820C of the Companies Ordinance (Cap. 622) (the “CO”) as a company having a share capital is $6,725 for paper application or $6,050 for electronic application.
The fees payable is made up of two parts, i.e. a registration fee for registration under section 820C of the CO ($5,580 for paper application; $5,020 for electronic application) and a lodgement fee of a re-domiciliation form under section 820B of the CO ($1,145 for paper application; $1,030 for electronic application).
Registration fee is refundable while lodgement fee is non-refundable if the application is withdrawn or unsuccessful.
The fees payable is made up of two parts, i.e. a registration fee for registration under section 820C of the CO ($5,580 for paper application; $5,020 for electronic application) and a lodgement fee of a re-domiciliation form under section 820B of the CO ($1,145 for paper application; $1,030 for electronic application).
Registration fee is refundable while lodgement fee is non-refundable if the application is withdrawn or unsuccessful.
After the date on which the Certificate of Re-domiciliation is issued, the re-domiciled company must take all reasonable steps to procure its deregistration in its place of incorporation as soon as practicable.
Within 120 days after the re-domiciliation date, the re-domiciled company must be deregistered in its place of incorporation and submit to the Registrar of Companies (the “Registrar”) a document evidencing the deregistration to the satisfaction of the Registrar.
(see section 820E(2) and (3) of the Companies Ordinance (Cap. 622)).
Within 120 days after the re-domiciliation date, the re-domiciled company must be deregistered in its place of incorporation and submit to the Registrar of Companies (the “Registrar”) a document evidencing the deregistration to the satisfaction of the Registrar.
(see section 820E(2) and (3) of the Companies Ordinance (Cap. 622)).
The re-domiciled company may apply to the Registrar of Companies (the “Registrar”) to have the 120-day period extended subject to any condition that the Registrar considers appropriate.
(see section 820E(5) of the Companies Ordinance (Cap. 622)).
(see section 820E(5) of the Companies Ordinance (Cap. 622)).
If the re-domiciled company fails to comply with the requirement to submit evidence of deregistration in its place of incorporation within 120 days or the extended period as specified by the Registrar of Companies (the “Registrar”), the Registrar may by order revoke the registration of the re-domiciled company under the Companies Ordinance (Cap. 622).
The revocation order takes effect on the date on which a copy of the revocation order is published in the Gazette.
(see section 820F of the Companies Ordinance (Cap. 622)).
The revocation order takes effect on the date on which a copy of the revocation order is published in the Gazette.
(see section 820F of the Companies Ordinance (Cap. 622)).
If a re-domiciled company has created a charge before the re-domiciliation date, and the charge subsists on the re-domiciliation date and is of a kind that a statement of its particulars would have been required by section 335 of the Companies Ordinance (Cap. 622) to be delivered for registration had the charge been created by the re-domiciled company on or after that date, the re-domiciled company must deliver a statement of particulars of the charge to the Registrar of Companies for registration within one month after the re-domiciliation date.
If the re-domiciled company was a registered non-Hong Kong company under Part 16 of the Companies Ordinance before the re-domiciliation date, and it has registered the charge under the Companies Ordinance, then it is not required to register the charge again.
(see section 338A(1) and (3) of the Companies Ordinance (Cap. 622)).
If the re-domiciled company was a registered non-Hong Kong company under Part 16 of the Companies Ordinance before the re-domiciliation date, and it has registered the charge under the Companies Ordinance, then it is not required to register the charge again.
(see section 338A(1) and (3) of the Companies Ordinance (Cap. 622)).
If a re-domiciled company acquired any property in Hong Kong or elsewhere which was subject to a charge before the re-domiciliation date, and the charge subsists on the re-domiciliation date and is of a kind that a statement of its particulars would have been required by section 338 of the Companies Ordinance (Cap. 622) to be delivered for registration had the property been acquired by the re-domiciled company on or after that date, the re-domiciled company must deliver a statement of particulars of the charge to the Registrar of Companies for registration within one month after the re-domiciliation date.
If the re-domiciled company was a registered non-Hong Kong company under Part 16 of the Companies Ordinance before the re-domiciliation date, and it has registered the charge under the Companies Ordinance, then it is not required to register the charge again.
(see section 338A(2) and (3) of the Companies Ordinance (Cap. 622)).
If the re-domiciled company was a registered non-Hong Kong company under Part 16 of the Companies Ordinance before the re-domiciliation date, and it has registered the charge under the Companies Ordinance, then it is not required to register the charge again.
(see section 338A(2) and (3) of the Companies Ordinance (Cap. 622)).
Relevant amendments have been made to the Companies Ordinance (Cap. 622), which clearly stipulates that despite the re-domiciliation, the re-domiciled company shall continue to comply with the relevant requirements as if the re-domiciliation had not taken place and the company were still a registered non-Hong Kong company.
Upon the registration of a non-Hong Kong corporation as a re-domiciled company, the re-domiciliation form and the proposed articles of the company as well as the certificate issued by the Registrar of Companies certifying that the re-domiciled company is registered under section 820C of the Companies Ordinance (Cap. 622) as a limited company or an unlimited company (as the case requires) will be made available for public inspection in the Companies Register.
Besides, for a re-domiciled company, the re-domiciliation date will be displayed in its basic company particulars in the Companies Register.
Besides, for a re-domiciled company, the re-domiciliation date will be displayed in its basic company particulars in the Companies Register.
In the Companies Register, in addition to the re-domiciliation date of a re-domiciled company, the company's basic information will also include an item showing the "Date of Submission of Document Evidencing Deregistration in Place of Incorporation to the Registrar of Companies". If no information is displayed under this item, it means that the re-domiciled company has not yet complied with the deregistration requirement.
If the Registrar of Companies (the “Registrar”) intends to by order revoke the registration of a re-domiciled company, an Information Sheet on the intention of the Registrar will be placed in the company's document index and an “Important Note” will be added in its company particulars for alerting the public of the Registrar’s intention to revoke the registration.
If the intention of the Registrar of Companies (the “Registrar”) to revoke the registration of a re-domiciled company ceases after consideration of the representation of the company, an Information Sheet will be placed in the document index. The information in the “Important Note” of the company particulars of the company about the Registrar’s intention to revoke the registration will also be removed.
If the Registrar of Companies orders the revocation of the registration of a re-domiciled company, a copy of the notice of the revocation order will be published in the Gazette. The “Revocation Order” will also be placed in the document index for public inspection on the same day. In the Company Particulars of the company, the date of revocation of registration will be displayed and the company status will be updated to “Registration of Re-domiciled Company Revoked”.
Yes. Since the re-domiciled company and the then registered non-Hong Kong company are actually the same legal entity and have the same business registration number, registered documents of the then registered non-Hong Kong company before the re-domiciliation will still be shown in the document index of the re-domiciled company.
Within 15 days after the re-domiciliation date, the re-domiciled company concerned must deliver to the Registrar of Companies (the “Registrar”) for registration a return in the specified form (Form NSC21) to report the statement of capital of the company as at the re-domiciliation date.
The return:
(a) must include a statement of share capital, as at the re-domiciliation date, that complies with section 201 of the Companies Ordinance (Cap. 622); and
(b) must state the following particulars relating to the members of the re-domiciled company —
(i) if the company is not a listed company —
(A) the number of issued shares held by each specified member of the company in relation to each class of shares as at the re-domiciliation date;
A reference to a specified member of a re-domiciled company is, in relation to a class of shares, a reference to a member of the company who holds at least 5% of the issued shares in that class.
Within 120 days after the re-domiciliation date, the re-domiciled company must submit to the Registrar a document evidencing its deregistration in its place of incorporation to the satisfaction of the Registrar.
If a person, who is to be a director of the intended re-domiciled company, has not signed on the part “Consent to be a Director” in the Re-domiciliation Form, a statement of consent to be a director of the intended re-domiciled company on its registration must be delivered in the specified form, Form NNC3RD – Consent to be a Director (Re-domiciled Company) to the Registrar for registration within 15 days after re-domiciliation date.
The return:
(a) must include a statement of share capital, as at the re-domiciliation date, that complies with section 201 of the Companies Ordinance (Cap. 622); and
(b) must state the following particulars relating to the members of the re-domiciled company —
(i) if the company is not a listed company —
(A) the number of issued shares held by each member of the company in relation to each class of shares as at the re-domiciliation date;
(B) the name and address of each member; and
(ii) if the company is a listed company —(B) the name and address of each member; and
(A) the number of issued shares held by each specified member of the company in relation to each class of shares as at the re-domiciliation date;
(B) the percentage of issued shares held by each specified member of the company in relation to each class of shares as at that date;
(C) the name and address of each specified member of the company.A reference to a specified member of a re-domiciled company is, in relation to a class of shares, a reference to a member of the company who holds at least 5% of the issued shares in that class.
Within 120 days after the re-domiciliation date, the re-domiciled company must submit to the Registrar a document evidencing its deregistration in its place of incorporation to the satisfaction of the Registrar.
If a person, who is to be a director of the intended re-domiciled company, has not signed on the part “Consent to be a Director” in the Re-domiciliation Form, a statement of consent to be a director of the intended re-domiciled company on its registration must be delivered in the specified form, Form NNC3RD – Consent to be a Director (Re-domiciled Company) to the Registrar for registration within 15 days after re-domiciliation date.
Depending on the circumstances, the re-domiciled company may also be required to comply with some other filing obligations specifically imposed on re-domiciled companies. Please refer to Annex 4 of the External Circular No. 4 / 2025 for details.
No. The registered office of a re-domiciled company must be situated in Hong Kong.
