Key Amendments to Companies Ordinance
A new company re-domiciliation regime is introduced on 23 May 2025 so to facilitate overseas corporations to re-domicile to Hong Kong without going through court or winding-up procedures.
The re-domiciliation regime applied to those overseas corporations already registered as a non-Hong Kong company under Part XV of the Companies Ordinance (Cap.622) (the “CO”) and also to those not yet registered as a non-Hong Kong company, provided that the corporation is allowed to transfer its domicile to another jurisdiction under the law of its pace of incorporation.
Upon re-domiciliation, the overseas corporation will be regarded as a company incorporated in Hong Kong in one of the following types and must comply with Hog Kong laws such as the CO as:
· a private company limited by shares;
· a public company limited by shares;
· a private unlimited company with a share capital; or
· a public unlimited company with a share capital.
Procedure for Application
Upon submission of the application form, proposed articles of association upon re-domiciliation and all the requested supporting documents, and paying a prescribed fee to the Companies Registry (the “CR”), the CR will perusal the documents and will revert back either with further enquiries or issuance the Certificate of Re-domiciliation within 2 weeks.
The overseas corporation should provide the evidence of its de-registration from its original place of incorporation within 120 days after the re-domiciliation date (that is the date printed on the Certificate of Re-domiciliation). The deadline may be extended by CR upon receipt of the overseas corporation’s application.
Conclusion
As a professional firm specialised in helping clients to maintain their companies by providing corporate governance and tax advice and services, we can help the overseas corporation to apply for its de-domiciliation to Hong Kong and provide the above-mentioned services thereafter.
