Hong Kong’s Corporate Migration Law: A Game-Changer in May 2025

16.09.2025
Hong Kong’s Corporate Migration Law: A Game-Changer in May 2025

In May 2025, Hong Kong didn’t just tweak corporate rules — it reshaped the playing field. Lawmakers passed the Companies (Amendment No. 2) Ordinance, introducing for the first time a proper framework for redomiciliation. What this means in practice: a company incorporated abroad can now switch its legal “home” to Hong Kong without closing shop or setting up a brand-new entity.

Previously, the options were clumsy and expensive. A foreign firm had to form a fresh Hong Kong company, shuffle assets, reassign contracts, and sort out licenses — a process that drained time, money, and patience. With the new regime, those hurdles vanish. A redomiciling company keeps its legal personality intact, along with all rights and obligations: contracts remain valid, licenses stay in place, and bank accounts don’t need to be reopened.

To smooth the transition, the Companies Registry launched a new section on its website. It now hosts guidelines, updated requirements, sample forms, and four entirely new applications created specifically for redomiciliation. Existing forms were revised as well, and a comprehensive English-language handbook was prepared to walk firms through the process step by step.

Why was this change pushed through? The answer lies in competition. Singapore has been offering redomiciliation since 2017, and Hong Kong clearly doesn’t want to fall behind in attracting international businesses. By lowering administrative barriers and offering flexibility, the city reinforces its position as a global corporate hub.

This is more than a legal update. It’s a signal to companies worldwide: Hong Kong wants to make it easier to relocate and continue business seamlessly, without losing identity or momentum.

The Fine Print: What It Really Takes to Redomicile in Hong Kong

Moving a company’s legal base to Hong Kong sounds attractive, but the door isn’t wide open to everyone. The law spells out several conditions, and skipping them simply isn’t an option.

First, the company’s home jurisdiction must actually allow such a move. If the original legislation forbids redomiciliation, Hong Kong won’t override it. Even when it is permitted, the firm must complete every procedural step required back home before it can apply. Just as important: the corporate structure has to align with Hong Kong’s own legal categories. In other words, the entity type abroad must correspond closely enough to one of the recognized company types in Hong Kong, since that’s the form it will take once re-registered. And don’t rush — only businesses that have already closed their first financial year are eligible to apply.

Hong Kong also emphasizes the principle of fair play. Redomiciliation cannot be used to mask unlawful activities or undermine the public interest. In many cases, shareholders or members must approve the relocation, depending on what the original jurisdiction or the company’s own constitution requires. If no such rule exists, then approval has to be obtained under Hong Kong’s Companies Ordinance. The application itself must be honest, with no intent to dodge creditors or transfer assets unfairly.

Financial health is another key filter. Any company seeking to redomicile must show that it can meet all debts falling due within a year of the application. It cannot already be in liquidation, nor can it be planning to enter one. These safeguards are designed to ensure stability and protect creditors during the transition.

Interestingly, there’s no demand for “economic substance” — no rules about local staff numbers, office space, or physical presence. The focus is on legality, solvency, and transparency, not on forcing artificial operations.

In short, Hong Kong invites companies that are clean, solvent, and compliant — offering them a streamlined move, but keeping the gate firmly closed to firms looking for an escape hatch.

Redomiciling to Hong Kong: Which Company Types Qualify

Hong Kong’s new legislation does not open the door to every legal form. The option is reserved for companies that are structured with share capital, whether they are private or public, limited or unlimited. What matters just as much is the legal symmetry between the original jurisdiction and Hong Kong: the entity type abroad must correspond to one of the forms permitted under local law. This condition keeps the company’s legal character intact and prevents gaps in recognition of rights or obligations. The approach is designed to ensure that the relocation process does not create uncertainty for regulators, business partners, or shareholders.

Moving a Company to Hong Kong: Paperwork Rules

The application begins with the Re-domiciliation Form. It has four sections: company details today, company details after the move, names of directors and the secretary (with one director being a natural person and a licensed secretary or agent in place), and a list of declarations confirming all requirements are met under Schedule 6A.

You may fill out the form online. Also, companies need to write out the Proposed Articles of Association. These rules go into force as soon as the business is registered in Hong Kong and spell out how it will be run.

Other required documents include:

  • The Certificate of Incorporation from the country of origin;
  • where there was an earlier redomiciliation, proof of the first incorporation and of that earlier transfer;
  • articles, memorandum if required, and shareholder approval.

Approval by at least 75% of shareholders is mandatory in Hong Kong, even if not required abroad.

Financial accounts must also be submitted, showing the latest position of the company.

A certificate from the board, signed by an authorized director, must confirm: a single place of registration, no liquidation, creditor consent, no insolvency, and good faith in filing.

A legal opinion must be filed at least 35 days before submission, proving the company is validly incorporated, its type matches Hong Kong law, its directors are not disqualified, the name and articles have shareholder approval, and no ban exists in the home country.

Every redomiciled company must also register with the IRD for a Business Registration Number. Documents can be certified by company officers, and translations are needed if they are not in English or Chinese.

Redomiciliation in Hong Kong: How It Unfolds

The process begins with a simple but decisive question: does the company’s home jurisdiction permit redomiciliation? If the answer is no, the journey stops there. If yes, the company must next check whether it meets Hong Kong’s requirements. Some restrictions are strict, such as the rule that companies less than one year old cannot apply. A further obstacle may be buried in the charter, which may forbid relocation even when national law does not. In such cases, shareholders must be persuaded to amend the constitution before moving forward.

With these conditions satisfied, the company turns to structuring. A licensed Hong Kong secretary must be appointed, and a registered address set. Service firms often provide the address, but a physical office is necessary if the business plans to operate locally. At this stage, the company name must also be tested against Hong Kong’s rules. It must be in English or Chinese, cannot be identical or too similar to an existing name, must not imply criminal activity, and cannot offend public morals. Names that hint at government ties need explicit approval. Companies with limited liability must carry the word “Limited” or the corresponding Chinese characters. A name change, if planned, requires shareholder consent.

Once the structure is in place, the documentation phase begins. The company must provide financial statements from the last completed accounting period and, if necessary, interim accounts up to the filing date. It must also supply a board resolution and a legal opinion, both of which must be issued within 35 days prior to submission, confirming full compliance with requirements.

The formal application follows, including tax registration forms and payment of government fees. Approval brings two vital documents: the Certificate of Re-domiciliation, certifying the legal transfer of the company, and the Business Registration Certificate, confirming tax registration and the right to operate. The process is not complete, however, until the company is deregistered in its original jurisdiction and its registrar notified within 120 days. Missing this deadline risks cancellation of the move.

Fees are established and transparent. Online applications cost 5,020 HKD, while paper filings are 5,580 HKD. The separate tax registration fee of 2,200 HKD raises the totals to 8,250 HKD for online filings and 8,925 HKD for paper filings. In cases of rejection, all payments are refunded except for the filing fee, which is not returned.

After the Move: What a Redomiciled Company Must Do in Hong Kong

Completing the redomiciliation is not the end of the journey — it’s the beginning of life under Hong Kong law. The first order of business is to file the required registrations. Soon after arrival, the registrar must be provided with details of directors, shareholders, and any charges or encumbrances that exist.

Where there is only one director, he or she must sign a consent to act. If there are several directors, they all sign the same consent, or each files a separate form. These documents must be filed within 15 days of the issue of the Certificate of Redomiciliation. The option for individual forms is useful when one director is abroad and cannot sign locally.

The company must also, within those same 15 days, submit a return showing its share capital, a breakdown of shareholding, and the allocation of shares on the date of the transfer. If charges exist, they must be filed within one month. In addition, the law requires the creation of a Significant Controllers Register, recording details of ultimate beneficial owners. This register is not public and remains confidential.

When operations begin, the company must file a Notification of Commencement of Business with the tax authorities within 30 days of signing its first contract or issuing its first invoice. Over time, ongoing obligations follow: filing an Employer’s Return on salaries and pensions when requested by the IRD, usually 12–18 months after transfer, as well as submitting notifications of new hires and terminations.

Hong Kong’s Incoming Redomiciliation Regime: Opportunities and Consequences

With the arrival of a new redomiciliation framework, Hong Kong has created a direct gateway for foreign companies to continue their existence under local law while keeping intact their contracts, assets, and internal structure. There is no need to incorporate a fresh entity — the same legal person simply changes its jurisdiction and becomes recognized as a Hong Kong company, gaining access to the advantages of one of Asia’s strongest commercial centers.

Several key conclusions follow from the legislation. The first is that the regime is one-directional. Hong Kong accepts companies from abroad, but it does not provide for outbound redomiciliation. The second is the simplicity of the rules. Unlike Singapore or the UAE free zones, Hong Kong does not require evidence of economic presence or impose restrictions based on the size of the business. The third is that offshore vehicles may relocate, provided they prepare full-scale financial statements under international standards, even if their home countries require only minimal reporting.

For businesses evaluating this path, professional support is crucial. Our specialists can provide complete assistance in transferring a company’s domicile to Hong Kong under the updated rules.

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