Re-domiciling a company to Hong Kong
The inward re-domiciliation regime, one year on — who can move, how, what it costs, how it is taxed, and what it changes for the holding company of a Mainland or Vietnamese subsidiary
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Since 23 May 2025, a company incorporated outside Hong Kong can move its domicile to Hong Kong and become a Hong Kong company without being wound up. It remains the same legal person, with the same contracts, the same assets and the same subsidiaries. By the end of June 2026 the Companies Registry had received 70 applications and 42 companies had re-domiciled, most of them from the British Virgin Islands, Luxembourg, the Cayman Islands and Bermuda. For a group that holds a Mainland Chinese or Vietnamese company through an offshore vehicle, the regime offers a way to bring the holding to Hong Kong without transferring the shares of the subsidiary. This note sets out who can apply, the procedure, the tax treatment, and what has to be done in the subsidiaries.
What does re-domiciliation change?
The regime is in Part 17A of the Companies Ordinance (Cap. 622), sections 820A to 820H, added by the Companies (Amendment) (No. 2) Ordinance 2025 (Ord. No. 14 of 2025), which also amended the Inland Revenue Ordinance. Re-domiciliation “does not have the effect of creating a new legal entity”: the company’s rights and obligations, its property, its contracts and any legal proceedings continue as before (s. 820D). What changes is the law that governs the company and the register that holds it.
| Point | Before | After re-domiciliation |
|---|---|---|
| The legal person | A company of the British Virgin Islands, the Cayman Islands or elsewhere | The same company, now a Hong Kong company (s. 2(5A)) — no new entity, no transfer of assets |
| The register | The registry of the place of incorporation | The Companies Registry in Hong Kong; the company leaves the original register within 120 days |
| The name | Its existing name | It may keep it, in English, in Chinese or both, ending in “Limited” or 有限公司 |
| Point | Before | After re-domiciliation |
|---|---|---|
| The company law | The law of the place of incorporation | The Companies Ordinance: new articles, a registered office and a company secretary in Hong Kong, annual return, audited accounts |
| The shares | Transfers outside the scope of Hong Kong stamp duty | Hong Kong stock: later transfers bear stamp duty; the move itself does not |
Who can apply?
The conditions are set out in Schedules 6A and 6C to the Ordinance and in the Registry’s guide. There is no minimum period of existence and no economic substance test (Registry FAQ, Q3(d)): a pure holding company qualifies.
| Condition | What it means |
|---|---|
| Type of company | A private or public company limited by shares, or an unlimited company with a share capital, of the same or substantially the same type as the Hong Kong company it becomes. A company limited by guarantee is not eligible |
| The law it leaves | The law of the place of incorporation must allow the company to leave, or not prohibit it, and the constitution must not prohibit it |
| A first financial year | The application can only be made on or after the end of the company’s first financial year (FAQ, Q5) |
| The members | Approval as the law of incorporation or the constitution requires; failing any such rule, a resolution of at least 75% |
| Solvency and good faith | The company can pay the debts falling due within twelve months, is not in liquidation, faces no pending winding-up, and does not move to defraud its creditors — each of whom must have received notice (FAQ, Q13) |
| Regulated businesses | A bank or an insurer also needs the prior approval of its regulator |
How does the procedure run?
| On the other side | What the law of departure asks |
|---|---|
| British Virgin Islands | Continuation out under section 184 of the BVI Business Companies Act: a resolution, at least 14 days’ notice to members and creditors and in the Gazette, declarations on charges and on compliance, then a certificate of discontinuance |
| Cayman Islands | Deregistration by way of continuation under section 206 of the Companies Act: a director’s declaration of solvency and good faith, notice to secured creditors within 21 days, a fee of three times the annual fee; deregistration takes effect on filing |
How is the company taxed?
Hong Kong taxes profits arising in or derived from Hong Kong, whatever the company’s domicile: moving the company does not change what is taxable. For the Inland Revenue Ordinance and the tax treaties, a re-domiciled company is treated as incorporated in Hong Kong from the re-domiciliation date. It can apply for a certificate of resident status only once the whole procedure, deregistration included, is complete; the certificate then covers the period from the re-domiciliation date (Inland Revenue Department FAQ, Q3).
Schedule 17L deals with the transition. Where the place of incorporation taxes the company on leaving, a credit is allowed against Hong Kong profits tax later charged on the same income, up to the lower of the two amounts; any excess is deductible. Expenditure incurred before the move is deductible only if the company carried on no business in Hong Kong before it, claimed no deduction elsewhere, and uses the asset in its Hong Kong business afterwards.
Under the Mainland–Hong Kong arrangement, dividends paid to a Hong Kong company that owns at least 25% of the paying company bear withholding tax at 5% instead of 10% (art. 10(2)) — provided the Hong Kong company is their beneficial owner and obtaining the benefit was not one of the principal purposes of the arrangement (art. 24A). Re-domiciliation gives residence; it does not give beneficial ownership. A company that only holds shares, or must pass on more than half its dividends within twelve months, is unlikely to meet the test of the Mainland tax authority (State Taxation Administration Announcement [2018] No. 9).
What has to be done in the subsidiaries?
The subsidiaries keep the same shareholder — the same legal person — but their records describe it by its name, its place of incorporation and its documents. Each needs to be brought up to date.
| Where | What to check |
|---|---|
| A Mainland company | A change in the shareholder’s registered name is registered with the market regulator within 30 days (Regulations on the Registration of Market Entities, art. 24), with the matching change report on foreign investment information. Bank and foreign-exchange records follow. No Mainland rule treats a re-domiciliation as a taxable transfer of the subsidiary’s shares; the position is worth confirming with the local tax bureau before the move |
| A Vietnamese company | The investor’s particulars — name, place of incorporation, head office — appear on the investment registration certificate and the enterprise registration certificate: both are amended to match |
| Everywhere | Banks, auditors and counterparties receive the certificate of re-domiciliation and, once issued, the evidence of deregistration |
One year on: who has moved?
| Date | Applications | Companies re-domiciled |
|---|---|---|
| 31 December 2025 | 30 | 6 |
| 31 March 2026 | 49 | 30, with no application refused |
| 30 June 2026 | 70 | 42, including two insurers and one listed company |
The first certificate went to a PetroChina subsidiary in October 2025; AXA’s China Region insurance company moved from Bermuda in January 2026. The places of origin are mainly the British Virgin Islands, Luxembourg, the Cayman Islands and Bermuda. The Government’s 2026 Policy Address undertakes to keep promoting the regime. Two limits remain: there is no outward re-domiciliation from Hong Kong, so the move cannot be undone by the same route; and other tax authorities are not bound by Hong Kong’s treatment of the company as incorporated there: a treaty partner applies its own reading of residence.
What should be done before deciding?
Sources. Companies Ordinance (Cap. 622), Part 17A, ss. 820A to 820H, and Schedules 6A, 6C and 12, added by the Companies (Amendment) (No. 2) Ordinance 2025 (Ord. No. 14 of 2025), in force 23 May 2025 · Inland Revenue Ordinance (Cap. 112), Part 6H and Schedule 17L, as amended by the same Ordinance · Companies Registry, External Circular No. 4/2025, Guide on re-domiciliation and FAQ; press releases of 16 January and 17 July 2026 · Inland Revenue Department, re-domiciliation guidance and FAQ on certificates of resident status · Legislative Council, Finance Committee reply FSTB(FS)023 (2026–27 estimates) · Arrangement between the Mainland and the Hong Kong SAR for the avoidance of double taxation, consolidated text, arts. 4, 10 and 24A; State Taxation Administration Announcement [2018] No. 9 · Regulations on the Registration of Market Entities (State Council Decree No. 746), art. 24 · BVI Business Companies Act, s. 184; Cayman Islands Companies Act, s. 206 · The Chief Executive’s 2026 Policy Address, Supplement. Commentary consulted: KPMG, Baker McKenzie, Charltons, Han Kun, Mourant, Harneys, Sovereign Group (2025–2026). Photograph: Adobe Stock No. 997891637.
This note describes the regime as at 9 October 2026 and is not legal or tax advice on a particular structure. Sections cited without a text are those of the Companies Ordinance. Conversions at HK$7.80 to USD 1, the linked exchange rate. Lo On Shing Consultants Limited, Hong Kong — BR 64679960.