Which company types qualify for Hong Kong re-domiciliation eligibility

Hong Kong Re-Domiciliation Eligibility for Four Company Types

Hong Kong’s inward company re-domiciliation regime took effect on 23 May 2025. It lets a foreign-incorporated company transfer its place of registration to Hong Kong without first winding up or dissolving in its original domicile. The Hong Kong re-domiciliation eligibility rules restrict this statutory route to four company types. No outward regime exists: a Hong Kong company cannot re-domicile to another jurisdiction under the Companies Ordinance (Cap. 622).

The regime is a narrow, statutory route, not a general migration option. A company that successfully re-domiciles must deregister in its original domicile within 120 days of the re-domiciliation effective date. If it does not, the re-domiciliation is reversed.

Eligible Company Types Hong Kong Re-Domiciliation

Part 17A of the Companies Ordinance (Cap. 622) sets out four eligible company types. Only a company that meets the definition of one of these types at the time of application may apply:

• Private company limited by shares
• Public company limited by shares
• Private unlimited company with a share capital
• Public unlimited company with a share capital

A “private company” is one whose articles restrict the right to transfer shares, limit the number of members to 50, and prohibit any invitation to the public to subscribe for shares or debentures. A “public company” is any company that is not a private company. An unlimited company is one whose members’ liability is not limited; such companies must have a share capital to be eligible.

Hong Kong Inward Re-Domiciliation Requirements

The Companies Registry publishes the requirements in its guidelines. The applicant company must:

• Be incorporated in a jurisdiction that permits outward re-domiciliation (the original domicile must have a legal framework allowing companies to transfer their registration out)
• Satisfy the Companies Registry that it is solvent and able to pay its debts as they fall due
• Submit a re-domiciliation application with supporting documents, including a solvency statement and a copy of the constitutional documents of the company from the original domicile
• Appoint a company secretary and a registered office in Hong Kong, as required by Cap. 622 for every Hong Kong company
• Have a share capital that meets the minimum requirements under the Companies Ordinance (check the Companies Registry’s application form and notes)

Use the prescribed form, published on the Companies Registry website. There is no general migration option for companies that do not meet these specific requirements.

Hong Kong Re-Domiciliation Regime 2025

The regime commenced on 23 May 2025 via the Companies (Amendment) Ordinance 2023. Before that date, no mechanism existed for a foreign company to transfer its place of incorporation to Hong Kong without first winding up. The 2025 regime is a significant development for corporate restructuring and group reorganisation.

Key features:

• Inward only. Only companies incorporated outside Hong Kong may re-domicile into Hong Kong. There is no provision for a Hong Kong company to move its registration to another jurisdiction under Cap. 622.
• Continuity of legal personality. The company retains its legal identity throughout the process. Its assets, rights, liabilities and obligations are unaffected.
• Deregistration in original domicile within 120 days. This is a condition of the re-domiciliation, not a separate choice. The Companies Registry will not process the application unless it is satisfied that the original domicile requires or permits deregistration. If the company does not deregister within the 120-day period, the re-domiciliation effective date is void and the company is treated as having never become a Hong Kong company.
• Conversion to Hong Kong company type. After re-domiciliation, the company is a Hong Kong company of the same type it was in its original domicile, subject to the conversion rules in Part 17A. A private company limited by shares that re-domiciles becomes a Hong Kong private company limited by shares.

Private Company Limited by Shares

This is the most common company type in Hong Kong. A private company limited by shares:

• Has a share capital divided into shares held by members
• Limits members’ liability to the amount unpaid on their shares
• Restricts the right to transfer shares
• Limits membership to 50 persons
• Prohibits public subscription for shares or debentures

A foreign private company limited by shares that satisfies the inward re-domiciliation requirements may apply to become a Hong Kong private company limited by shares. After re-domiciliation, it must comply with all ongoing obligations under Cap. 622: filing annual returns (Form NAR1), maintaining a registered office and company secretary, and keeping accounting records. It is not eligible for the section 359 reporting exemption unless it meets the SME-FRF and SME-FRS criteria, which apply only to small private companies.

Public Company Limited by Shares

A public company limited by shares is one that is not a private company. It may have an unlimited number of members and may offer shares or debentures to the public. A foreign public company limited by shares may re-domicile and become a Hong Kong public company limited by shares. After re-domiciliation, it must comply with the more stringent requirements for public companies under Cap. 622:

• Filing a prospectus or equivalent document if it offers shares to the public
• Holding an annual general meeting (unless dispensed with by written resolution)
• Having at least two directors (private companies may have one)
• Having a company secretary who is an individual resident in Hong Kong (the same applies to private companies, but public companies also have additional requirements regarding the secretary’s qualifications)

Private Unlimited Company with a Share Capital

An unlimited company is one whose members have unlimited liability for the company’s debts. A private unlimited company with a share capital may re-domicile. After re-domiciliation, it remains unlimited. Its members do not benefit from limited liability. This company type is rare in practice, typically used for special purposes such as investment funds or professional partnerships.

Public Unlimited Company with a Share Capital

A public unlimited company with a share capital is the public counterpart of the private unlimited company. It may have an unlimited number of members and may offer shares to the public, but members remain personally liable for the company’s debts. This type is even rarer than the private unlimited company. Re-domiciliation as a public unlimited company with a share capital is possible but subject to the same conditions as other eligible types.

Practical Implications

Verify with the Companies Registry that the applicant company satisfies the eligibility criteria before submitting an application. The original domicile must permit outward re-domiciliation. The company must be prepared to deregister there within 120 days of the re-domiciliation effective date. Failure to deregister voids the re-domiciliation.

After re-domiciliation, file Form NAR1 within 42 days of the anniversary of the re-domiciliation effective date , its new return date. The registration fee for a private company is HK$105 if filed on time. Appoint a company secretary and maintain a registered office in Hong Kong. Keep a significant controllers register if the company has a significant controller (someone holding more than 25% of the issued shares or voting rights). The register is kept at the registered office or a prescribed place, and a designated representative must be appointed to assist law enforcement.

For the application process, consult the Companies Registry’s published guidelines and the prescribed application form. The Registry’s website at cr.gov.hk contains the relevant forms and a guide to re-domiciliation. For the procedural steps, see the companion page on the re-domiciliation process.