Hong Kong is reinforcing its role as a premier corporate hub in Asia-Pacific. With the entry into force of the 𝗖𝗼𝗺𝗽𝗮𝗻𝗶𝗲𝘀 (𝗔𝗺𝗲𝗻𝗱𝗺𝗲𝗻𝘁) (𝗡𝗼. 𝟮) 𝗢𝗿𝗱𝗶𝗻𝗮𝗻𝗰𝗲 𝟮𝟬𝟮𝟱 on 23 May 2025, foreign companies can now transfer their legal domicile to Hong Kong through a streamlined inward re-domiciliation procedure. It is a landmark reform that opens a concrete pathway for overseas investors looking to structure their Asian presence within a stable, internationally recognised legal framework.
What the inward re-domiciliation regime introduces
The new regime, housed in a dedicated Part 17A of the Companies Ordinance (Cap. 622), allows non-Hong Kong incorporated companies to migrate their place of incorporation to Hong Kong while fully preserving their 𝗹𝗲𝗴𝗮𝗹 𝗶𝗱𝗲𝗻𝘁𝗶𝘁𝘆, contracts, assets, liabilities and operational continuity. In practical terms, the company continues to exist as the same legal entity — there is no need to wind up the original vehicle or transfer assets between two distinct legal persons.
The key features are:
- 𝗡𝗼 𝗰𝗼𝘂𝗿𝘁 𝗽𝗿𝗼𝗰𝗲𝗲𝗱𝗶𝗻𝗴𝘀 or winding-up procedures required
- 𝗡𝗼 𝗲𝗰𝗼𝗻𝗼𝗺𝗶𝗰 𝘀𝘂𝗯𝘀𝘁𝗮𝗻𝗰𝗲 𝗿𝗲𝗾𝘂𝗶𝗿𝗲𝗺𝗲𝗻𝘁𝘀, opening the regime to overseas companies of all sizes
- 𝗣𝗿𝗲𝘀𝗲𝗿𝘃𝗮𝘁𝗶𝗼𝗻 𝗼𝗳 𝗰𝗼𝗿𝗽𝗼𝗿𝗮𝘁𝗲 𝗶𝗱𝗲𝗻𝘁𝗶𝘁𝘆, brand and contractual obligations
- 𝗔𝗽𝗽𝗹𝗶𝗰𝗮𝘁𝗶𝗼𝗻𝘀 𝗽𝗿𝗼𝗰𝗲𝘀𝘀𝗲𝗱 by the Companies Registry through a dedicated framework
- 𝗔𝗺𝗲𝗻𝗱𝗺𝗲𝗻𝘁𝘀 𝘁𝗼 𝘁𝗵𝗲 𝗜𝗻𝗹𝗮𝗻𝗱 𝗥𝗲𝘃𝗲𝗻𝘂𝗲 𝗢𝗿𝗱𝗶𝗻𝗮𝗻𝗰𝗲 addressing tax residency and unilateral tax credits for re-domiciled entities
Once re-domiciled, a company is treated as a Hong Kong-incorporated entity for all purposes under the Companies Ordinance, with the same rights and obligations as a locally established company.
Why this changes the picture for foreign investors
Until May 2025, moving a company’s legal seat to Hong Kong was a complex and costly exercise. The only viable routes required winding up the original entity or pursuing a court-sanctioned scheme of arrangement — both procedures that could disrupt business continuity, break contractual relationships and require substantial restructuring of corporate branding.
The new framework removes these barriers with a clear, efficient and legally recognised procedure. Furthermore, re-domiciled companies preserve their 𝗹𝗲𝗴𝗮𝗹 𝗽𝗲𝗿𝘀𝗼𝗻𝗮𝗹𝗶𝘁𝘆, meaning existing contracts, licences and creditor relationships remain in place without novation.
The reform builds on Hong Kong’s earlier experience with the fund re-domiciliation framework introduced in 2021 for Open-Ended Fund Companies and Limited Partnership Funds. With this new corporate regime, the jurisdiction now offers a comprehensive re-domiciliation toolkit covering both funds and operating companies.
Who can benefit from the regime
Eligibility applies to overseas companies whose type is the same or substantially the same as one of four specified categories under the Companies Ordinance — including private companies limited by shares and public companies limited by shares. Applicants must additionally satisfy conditions related to 𝗰𝗼𝗿𝗽𝗼𝗿𝗮𝘁𝗲 𝗯𝗮𝗰𝗸𝗴𝗿𝗼𝘂𝗻𝗱, 𝗳𝗶𝗻𝗮𝗻𝗰𝗶𝗮𝗹 𝘀𝗼𝗹𝘃𝗲𝗻𝗰𝘆, 𝗶𝗻𝘁𝗲𝗴𝗿𝗶𝘁𝘆 and protections for members and creditors.
A key prerequisite: the laws of the company’s original domicile must permit outward re-domiciliation and must not prohibit re-domiciliation to Hong Kong. Common offshore jurisdictions already offering compatible outward regimes include the British Virgin Islands, the Cayman Islands and Bermuda.
Tax treatment: certainty and continuity
The framework has also been designed to provide clarity on the tax side. Re-domiciled companies are treated as incorporated in Hong Kong for tax purposes and qualify as Hong Kong tax residents under most double taxation agreements, once de-registration in the original jurisdiction is completed.
Additional advantages include:
- Access to Hong Kong’s 𝘁𝗲𝗿𝗿𝗶𝘁𝗼𝗿𝗶𝗮𝗹 𝘁𝗮𝘅 𝘀𝘆𝘀𝘁𝗲𝗺, with profits tax generally levied only on Hong Kong-sourced income
- Possible 𝘂𝗻𝗶𝗹𝗮𝘁𝗲𝗿𝗮𝗹 𝘁𝗮𝘅 𝗰𝗿𝗲𝗱𝗶𝘁𝘀 for specific pre-re-domiciliation situations
- Potential 𝘁𝗮𝘅 𝗱𝗲𝗱𝘂𝗰𝘁𝗶𝗼𝗻𝘀 for certain expenditure incurred before re-domiciliation, subject to conditions
- Alignment with the foreign-sourced income exemption regime and the global minimum tax framework for large multinational groups
Strategic opportunities for overseas investors
The reform arrives at a moment of accelerating momentum. In the first half of 2026 alone, InvestHK assisted more than 𝟰𝟬𝟬 𝗼𝘃𝗲𝗿𝘀𝗲𝗮𝘀 𝗮𝗻𝗱 𝗠𝗮𝗶𝗻𝗹𝗮𝗻𝗱 𝗲𝗻𝘁𝗲𝗿𝗽𝗿𝗶𝘀𝗲𝘀 in establishing or expanding their presence in Hong Kong. The re-domiciliation regime adds a new dimension: not only new market entrants, but also existing offshore structures can now consolidate under a Hong Kong domicile without operational disruption.
For overseas investors, the concrete use cases include:
- 𝗖𝗼𝗻𝘀𝗼𝗹𝗶𝗱𝗮𝘁𝗶𝗻𝗴 𝗼𝗳𝗳𝘀𝗵𝗼𝗿𝗲 𝗵𝗼𝗹𝗱𝗶𝗻𝗴 𝘀𝘁𝗿𝘂𝗰𝘁𝘂𝗿𝗲𝘀 into a single, internationally recognised jurisdiction with strong legal certainty
- 𝗥𝗲𝗹𝗼𝗰𝗮𝘁𝗶𝗻𝗴 𝗿𝗲𝗴𝗶𝗼𝗻𝗮𝗹 𝗵𝗲𝗮𝗱𝗾𝘂𝗮𝗿𝘁𝗲𝗿𝘀 to a location that combines Common Law tradition, deep financial infrastructure and China connectivity
- 𝗔𝗹𝗶𝗴𝗻𝗶𝗻𝗴 𝘀𝘂𝗯𝘀𝘁𝗮𝗻𝗰𝗲 𝗮𝗻𝗱 𝗱𝗼𝗺𝗶𝗰𝗶𝗹𝗲 for groups whose operational centre of gravity has shifted to Asia-Pacific
- 𝗠𝗲𝗲𝘁𝗶𝗻𝗴 𝗲𝘃𝗼𝗹𝘃𝗶𝗻𝗴 𝗴𝗹𝗼𝗯𝗮𝗹 𝘀𝘂𝗯𝘀𝘁𝗮𝗻𝗰𝗲 𝗲𝘅𝗽𝗲𝗰𝘁𝗮𝘁𝗶𝗼𝗻𝘀 by pairing legal domicile with real operational presence
How Kelmer Group supports foreign companies in Hong Kong
Successfully leveraging the re-domiciliation regime requires careful assessment of eligibility, tax implications in both the origin and destination jurisdictions, and coordination with the Companies Registry and Inland Revenue Department. Kelmer Group’s Hong Kong team supports overseas investors through the full process: from preliminary feasibility analysis and jurisdictional structuring, through application filing and compliance set-up, to ongoing corporate secretarial, tax and accounting services.
With offices across the GCC, Europe and Asia-Pacific, Kelmer Group offers integrated cross-border advisory — a critical asset for groups considering how a Hong Kong re-domiciliation fits into their global structure.
Ready to explore whether re-domiciliation to Hong Kong is the right move for your business? 𝗖𝗼𝗻𝘁𝗮𝗰𝘁 𝗼𝘂𝗿 𝗛𝗼𝗻𝗴 𝗞𝗼𝗻𝗴 𝗼𝗳𝗳𝗶𝗰𝗲 for a tailored assessment and end-to-end support in structuring your Asian presence.
📩 hongkong@kelmer.com
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