Hong Kong Inward Re-Domiciliation: Eligible Company Types and the 120-Day Deregistration Deadline

Hong Kong Inward Re-Domiciliation: Eligible Companies and the 120-Day Rule

Hong Kong’s inward re-domiciliation regime took effect on 23 May 2025. A foreign-incorporated company can now transfer its place of registration to Hong Kong without first winding up in its original domicile. Only inward re-domiciliation is available; Hong Kong has not introduced an outward regime.

The regime is governed by the Companies Ordinance (Cap. 622). A company that re-domiciles is treated as if it were incorporated in Hong Kong on the date the Registrar issues a certificate of re-domiciliation. Thereafter, the company must comply with all ongoing obligations under Cap. 622, including filing the annual return (Form NAR1) and maintaining a significant controllers register.

Hong Kong Re-Domiciliation Eligible Companies

Four company types are eligible to apply for inward re-domiciliation under Cap. 622:

The applicant company must be incorporated in a jurisdiction whose laws permit its re-domiciliation out of that jurisdiction. The company must also provide evidence that it is not insolvent and that the re-domiciliation is not contrary to the interests of its creditors or members. The directors must make a solvency statement confirming that, having made full inquiry into the company’s affairs, they are of the opinion that the company will be able to pay its debts as they fall due during the 12 months following the date of the application. If the company is subject to any outstanding charges, security interests, or contingent liabilities in its original domicile, the directors must disclose those in the application and explain why the re-domiciliation does not prejudice the rights of the affected creditors.

Companies limited by guarantee and those without a share capital are not eligible. A company that is in the process of being wound up, dissolved, or struck off in its original domicile cannot apply. The Companies Registry (cr.gov.hk) publishes a detailed guide on the application procedure.

120 Day Deregistration Hong Kong Re-Domiciliation

A company that re-domiciles into Hong Kong must deregister in its original domicile within 120 days of the date of re-domiciliation. This is a statutory condition under Cap. 622. The company must provide the Registrar with evidence that the deregistration has been completed. Acceptable evidence includes a certificate of dissolution, a certificate of discontinuance, or an equivalent document issued by the relevant authority in the original domicile. If the original jurisdiction does not issue a formal certificate upon deregistration, the company must provide a letter from a qualified legal practitioner in that jurisdiction confirming that the company has ceased to exist under the laws of that place.

Fail to deregister within the 120-day period, and the Registrar may take steps to strike the company off the Hong Kong register. Before striking the company off, the Registrar will issue a notice to the company at its Hong Kong registered office, giving it a further period to show cause why it should not be struck off. If the company is struck off, its property vests in the Hong Kong Government as bona vacantia, and the company’s directors and members may face difficulty recovering assets or completing transactions. The company remains subject to all ongoing compliance obligations during the 120-day window, including the duty to file its annual return and maintain its registered office in Hong Kong.

The 120-day rule applies to all four eligible company types. There is no provision for an extension. A company that cannot deregister within the timeframe should not apply for re-domiciliation until it has resolved the obstacles in its original domicile. If a company anticipates delays, for example because the original domicile requires tax clearance or creditor notification periods that exceed 120 days, the company should complete those steps before lodging the Hong Kong application.

Hong Kong Re-Domiciliation Regime 2025

The regime came into force on 23 May 2025. It is the first time Hong Kong has permitted foreign companies to move their legal seat into the jurisdiction. The Companies Registry processes applications through a dedicated re-domiciliation unit.

A re-domiciled company must adopt a new set of constitutional documents (articles of association) that comply with Cap. 622. The company also appoints a company secretary and a registered office in Hong Kong at the time of application. The company secretary must be an individual ordinarily resident in Hong Kong or a body corporate that holds a trust or company service provider licence under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615). The registered office must be a physical address in Hong Kong; a post office box is not acceptable.

The certificate of re-domiciliation serves as evidence of the company’s change of domicile. After re-domiciliation, the company ceases to be subject to the laws of its original domicile and becomes subject to Hong Kong law from the date of the certificate. The company’s existing contracts, rights, and obligations are not affected by the re-domiciliation, and any legal proceedings pending against the company in its original domicile may continue.

Inward Re-Domiciliation Hong Kong Requirements

To apply for inward re-domiciliation, a company must satisfy the following requirements:

• The company must be one of the four eligible types.
• The original domicile must permit the company to leave its jurisdiction.
• The company must provide a solvency statement from its directors.
• The company must pass a special resolution approving the re-domiciliation. The resolution must be passed in accordance with the laws of the original domicile and the company’s constitution. If the original domicile requires a higher majority or additional procedural steps, those must be followed.
• The company must submit Form ND2A (Notice of Re-Domiciliation) to the Companies Registry, together with the prescribed fee.
• The company must provide a certificate of incorporation and a certificate of good standing from the original domicile, issued within the 90 days before the application. If the original domicile does not issue a certificate of good standing, the company must provide an equivalent document, such as a certificate of compliance or a letter from the companies registry of that jurisdiction confirming the company is in good standing.

The Companies Registry will issue a certificate of re-domiciliation within approximately 21 working days if the application is complete and meets all conditions. If the Registrar raises queries or requires additional information, the processing time will be longer. The company must then deregister in its original domicile within 120 days.

Impact on the Annual Return Return Date

A re-domiciled company’s anniversary of re-domiciliation replaces the anniversary of incorporation for the purpose of calculating the annual return return date. File Form NAR1 within 42 days of each anniversary of re-domiciliation. The first annual return after re-domiciliation covers the period from the date of re-domiciliation to the first anniversary of that date. If the company was incorporated in its original domicile on a date that falls within the 42-day period before the anniversary of re-domiciliation, the company must still file its annual return by reference to the re-domiciliation anniversary, not the original incorporation date.

The registration fee for a timely filed annual return is HK$105 for a private company. Late filing triggers higher fees: HK$870 if more than 42 days but within 3 months, rising to HK$3,480 if more than 9 months late. A private company that has declared itself dormant is exempt from delivering the annual return, but must still file for the year in which the dormancy declaration is made if the 42-day period has already passed.