Background
Starting on 23rd May, 2025, the Hong Kong government has amended the Companies Ordinance, and a new company re-domiciliation regime to facilitate non-Hong Kong corporations to re-domicile to Hong Kong is in force. This article introduces the requirements companies must fulfill to apply for re-domiciliation, the application procedures, and post-application procedures.
Requirements for application
The four types of company allowed to re-domicile to Hong Kong are 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.
The non-Hong Kong company must make sure that legal requirements of its original domicile have been complied with, and that the company type under the law of the original domicile is substantially the same as the type which it proposes to register in Hong Kong. The company must have passed its first financial year end since its incorporation in order to be eligible, and the intended re-domiciled company must not be used for an unlawful purpose. The applicant must also make the application in good faith with no intention to defraud creditors.
The non-Hong Kong company must also obtain members’ consent in accordance with the law of the place of incorporation or constitutional document of the applicant. If there is no such requirement, members’ consent in accordance with the Companies Ordinance is required.
The applicant must be able to pay its debts which fall due within the period of 12 months beginning on the application date, and it must not be in liquidation or have pending or ongoing proceedings for liquidation against it.
Application Procedures
The applicant must deliver the following items to the Registrar of Companies: the Re-domiciliation Form (Form NNC6), a copy of the proposed articles of association of the intended re-domiciled company, documents specified in Schedule 6C of the Companies Ordinance, a Notice to Business Registration Office (IRBR5), and a foreign legal opinion. The usual time required to assess the application is two weeks, after which, a certificate of Re-domiciliation and a Business Registration certificate will both be issued in one go.
The Re-domiciliation Form (Form NNC6) should contain information about the company, the intended re-domiciled company, the directors and company secretary of the re-domiciled company, a statement of compliance, and statements specified in Schedule 6A to the CO and a statement of compliance. The form must be signed by one of the directors of the applicant. The form can be delivered on hard copy, or through an online portal.
Other directors have to sign the form, or deliver a Form NNC3RD – Consent to be a Director (Re-domiciled Company) for registration within 15 days after the date on which the certificate of re-domiciliation is issued.
The company is required to submit a legal opinion in relation to the fulfillment of the re-domiciliation application requirements mentioned in previous paragraphs. The legal opinion has to be issued within 35 days before the application date, and by a legal practitioner who practises the law of the place of incorporation of the applicant.
Procedures after application
The re-domiciled company must submit a document to prove its deregistration within 120 days after the re-domiciliation date, or else its registration as a re-domiciled company will be revoked. However, an application can be made by the re-domiciled company to extend the period. Once re-domiciled, the re-domiciled company will be regarded as a company incorporated in Hong Kong and will be required to comply with all the relevant filing requirements under the CO.
Under the new amendment, a new filing obligation has been created for a registered non-Hong Kong company to deliver a return in specified form to the Registrar of Companies if there is a change of the place of incorporation of the company within one month after the date of the change. In addition, the non-Hong Kong company now also has to disclose each place of its incorporation, as opposed to just its place of incorporation. In other words, the company has to display (a) its place of incorporation and, (b) if it has transferred its domicile after incorporation, the place of its latest domicile, at every business venue and in every communication document and transaction instrument of the company in Hong Kong. The company must also submit each of its certificates of incorporation in all respective domiciles.
For regulatory purposes of the insurance and banking sectors, a non-Hong Kong-incorporated authorised insurer, or an authorised institution (AI), a holding company of an AI or an approved money broker should approach the Insurance Authority or the Monetary Authority for prior assessment before applying for re-domiciliation. For example, a non-Hong Kong insurer must apply to the IA for, and receive from it, a letter of no-objection before it applies to the Companies Registry to register as a re-domiciled company.
