Steps in the Hong Kong re-domiciliation application process

Hong Kong Re-Domiciliation Application Process and Steps

The Hong Kong re-domiciliation application process starts once eligibility is confirmed. The practical steps involve preparing documents from the original domicile, filing with the Companies Registry, meeting the 120-day deregistration condition, and updating the company’s Hong Kong registered office and company secretary. What follows is the procedural sequence.

Preparing Documents From the Original Domicile

Before filing any application with the Companies Registry, the company must obtain certified copies of its constitutional documents from the original domicile. These include the memorandum of association and articles of association as currently in force in the jurisdiction of incorporation. A certified copy is a document that bears a statement from the relevant authority in the original domicile verifying it as an accurate copy of the original.

The company must also prepare a statement of the directors particulars, listing the names, addresses, and identification details of each director. If the company already intends to appoint a Hong Kong-resident company secretary, include that person’s details in the application.

How to Re-Domicile a Company to Hong Kong

The application to re-domicile is made using a prescribed form issued by the Companies Registry. The applicant completes the application form, which requests the company’s proposed name in English and Chinese, the intended registered office address in Hong Kong, the proposed share capital structure, and the date on which the company wishes its re-domiciliation to take effect. A director or the company secretary must sign the form.

Deliver the completed form to the Companies Registry together with the certified copy of the constitutional documents, a certified copy of the resolution of the board or members approving the re-domiciliation, and the prescribed registration fee. The Companies Registry issues a certificate of re-domiciliation if the application meets all requirements under the Companies Ordinance (Cap. 622).

Hong Kong Re-Domiciliation Filing Steps

The following table sets out the key filing steps in sequence:

The e-filing system at the Companies Registry accepts certain forms online, but the inward re-domiciliation application form may require physical delivery of the certified copies. Check the Registry’s website for the current acceptance method.

Companies Registry Re-Domiciliation Procedure

Once the Companies Registry receives the application, it examines the documents for compliance with Cap. 622. The Registry verifies that the proposed name is not identical or too similar to an existing name on the register, that the share capital is correctly stated, and that the directors particulars are complete. If the application is in order, the Registry issues a certificate of re-domiciliation under seal.

The date of re-domiciliation becomes the company’s new date of incorporation for Hong Kong purposes. From that date, the company is treated as if it were originally incorporated in Hong Kong. The company must then maintain its registered office in Hong Kong and appoint a company secretary within the timeframe allowed by the Ordinance.

Meeting the 120-Day Deregistration Condition

The re-domiciliation regime under Cap. 622 requires the company to deregister in its original domicile within 120 days after the date of issue of the certificate of re-domiciliation. The company must provide the Companies Registry with evidence of deregistration, a notice or certificate from the original jurisdiction’s companies registry.

If the company fails to deregister within the 120-day period, the Registrar may strike the company off the Hong Kong register. Start the deregistration process in the original domicile promptly after receiving the certificate. The original domicile’s own deregistration procedure may itself take weeks or months. Plan early.

Updating the Registered Office and Company Secretary

Immediately after re-domiciliation, the company must ensure its registered office is a physical address in Hong Kong. The address must appear on the Companies Register. All official correspondence from the Companies Registry and the Inland Revenue Department will be sent there.

The company must also appoint a company secretary who is an individual ordinarily resident in Hong Kong or a corporate secretary with its registered office in Hong Kong. File the particulars of the company secretary with the Companies Registry on the appropriate form. If the company already designated a secretary in the application, no further filing is needed at that point. The company must also update the significant controllers register within the prescribed time, but that is a separate ongoing obligation rather than a step in the re-domiciliation process itself.

Practical Considerations After the Certificate Is Issued

After the certificate of re-domiciliation is issued, the company should:

• Notify the Inland Revenue Department of its new status, though the Business Registration Certificate renewal cycle remains unchanged.
• Update its bank accounts, contracts, and licences to reflect the Hong Kong company name and registration number.
• Obtain a Hong Kong Business Registration Certificate from the Inland Revenue Department under the Business Registration Ordinance (Cap. 310) if it does not already have one.
• File the first annual return (Form NAR1) within 42 days of the anniversary of the date of re-domiciliation. The return date is that anniversary.
• Arrange for an audit of the financial statements for the period from re-domiciliation to the first financial year-end, unless the company meets the conditions for the reporting exemption under section 359 of Cap. 622.

The Companies Registry maintains the public register of companies. The company’s records, including the directors particulars and share capital structure, will be available for public inspection. The certificate of re-domiciliation and the certified copy of the constitutional documents become part of the company’s permanent file.